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SCHEDULE A

Initial Trust Property

Schedule A to the Caldwell Family Dynasty Trust Agreement dated April 1, 2023

This Schedule A is attached to and forms a part of the CALDWELL FAMILY DYNASTY TRUST AGREEMENT (the "Trust Agreement") dated as of April 1, 2023, by and between JONATHAN ROBERT CALDWELL, as Grantor, THOMAS ROBERT CALDWELL, as Family Co-Trustee, and NORTHGATE TRUST COMPANY OF DELAWARE, as Institutional Co-Trustee. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Trust Agreement. In the event of any conflict between the provisions of this Schedule A and the Trust Agreement, the Trust Agreement shall control.

Section 1: Identification of Grantor and Trust

The following information identifies the Grantor and the Trust to which this Schedule A relates:

Grantor:

Full Legal Name: Jonathan Robert Caldwell

Residence Address: 418 East 72nd Street, Apt. 14A, New York, NY 10021

Social Security Number: XXX-XX-4781

Trust:

Full Legal Name: Caldwell Family Dynasty Trust

Trust Situs: State of Delaware

Governing Law: The laws of the State of Delaware, including without limitation the Delaware Trust Act, 12 Del. C. § 3501 et seq., and Delaware's perpetual trust statute, 25 Del. C. § 503(a), which provides that there shall be no rule against perpetuities applicable to interests in personal property held in trust, and accordingly the Trust shall have no limitation on its duration by reason of any rule against perpetuities or any similar rule or doctrine restricting the duration of trusts

Date of Trust Agreement: April 1, 2023

Institutional Co-Trustee:

Name: Northgate Trust Company of Delaware

Address: 1201 North Market Street, Suite 1600, Wilmington, DE 19801

Family Co-Trustee:

Name: Thomas Robert Caldwell

Address: 55 Perry Street, Unit 3, New York, NY 10014

Section 2: Initial Trust Property

2.1 Description of Initial Contribution

The Grantor hereby confirms that the following property has been transferred, assigned, conveyed, and delivered to the Trustees of the Trust as the initial trust property of the Trust (the "Initial Contribution"):

Nature of Contribution: Cash

Amount: Five Million Dollars ($5,000,000.00)

Date of Contribution: April 1, 2023

Method of Transfer: Wire transfer of immediately available funds to the trust account established and maintained by Northgate Trust Company of Delaware, in its capacity as Institutional Co-Trustee, at a federally chartered banking institution for the benefit of the Caldwell Family Dynasty Trust

Source of Funds: Personal funds of Jonathan Robert Caldwell, sourced from the Grantor's personal brokerage account maintained at Meridian Savings Bank, New York, New York

The Initial Contribution constitutes the entire corpus of the Trust as of the date of the Trust Agreement, subject to anticipated additional contributions described in Section 3 below. The Trustees acknowledge that the Initial Contribution has been received and is being held, administered, and invested in accordance with the terms and provisions of the Trust Agreement.

2.2 Gift Tax Treatment of Initial Contribution

The Grantor and the Trustees acknowledge and agree that the following gift tax treatment applies to the Initial Contribution:

(a) The Initial Contribution of Five Million Dollars ($5,000,000.00) constitutes a completed gift by the Grantor for federal gift tax purposes under Internal Revenue Code ("IRC") § 2501 et seq. The Trust is structured as an irrevocable trust, and the Grantor has not retained any interest in or power over the transferred property that would cause the transfer to be treated as an incomplete gift for federal gift tax purposes.

(b) The Grantor is applying a portion of his remaining lifetime gift and estate tax exemption (the "Applicable Exclusion Amount") under IRC § 2505(a) to this transfer, as follows:

(i) 2023 Federal Lifetime Gift Tax Exemption (Basic Exclusion Amount): $12,920,000, as adjusted for inflation under IRC § 2010(c)(3) and as set forth in Revenue Procedure 2022-38.

(ii) Cumulative Prior Taxable Gifts Made by the Grantor: $6,750,000. This figure represents the aggregate amount of taxable gifts made by the Grantor during all prior calendar years, as reported on previously filed United States Gift (and Generation-Skipping Transfer) Tax Returns (Forms 709).

(iii) Remaining Lifetime Exemption Prior to This Contribution: $6,170,000 (calculated as $12,920,000 minus $6,750,000).

(iv) Exemption Applied to This Contribution: $5,000,000.

(v) Remaining Lifetime Exemption After This Contribution: $1,170,000 (calculated as $6,170,000 minus $5,000,000).

(c) Based on the foregoing, no federal gift tax is due on the Initial Contribution. The full amount of the Initial Contribution is sheltered by the Grantor's remaining Applicable Exclusion Amount, and accordingly no gift tax liability arises under IRC § 2502 with respect to this transfer.

(d) The Initial Contribution will be reported on the Grantor's United States Gift (and Generation-Skipping Transfer) Tax Return (Form 709) for the 2023 calendar year, which will be timely filed on or before April 15, 2024 (or such later date as may be permitted by extension).

2.3 GST Exemption Allocation

The Grantor has made the following elections and allocations with respect to the generation-skipping transfer ("GST") tax exemption under IRC § 2631:

(a) The Grantor hereby elects to allocate Five Million Dollars ($5,000,000.00) of his GST exemption (as defined in IRC § 2631(c)) to the initial trust property described in Section 2.1 above, effective as of the date of the Initial Contribution (April 1, 2023).

(b) This allocation is intended to produce an inclusion ratio of zero (0) for the Trust with respect to the Initial Contribution, as determined under IRC § 2642(a). An inclusion ratio of zero ensures that no GST tax will be imposed under IRC § 2601 on any generation-skipping transfers from the Trust that are attributable to the Initial Contribution, including taxable distributions to skip persons (as defined in IRC § 2613) and taxable terminations (as defined in IRC § 2612(a)).

(c) The GST exemption allocation described herein will be reported on the Grantor's federal gift tax return (Form 709) for the 2023 tax year. The preparation and filing of such return, including the reporting of the GST exemption allocation, will be coordinated with:

Strathmore Corporation & Greaves LLP

Attention: Martin J. Prescott, CPA

Senior Partner, Private Client Group 600 Third Avenue, 28th Floor New York, NY 10016

(d) The Grantor directs that the Trustees cooperate fully with Strathmore Corporation & Greaves LLP and with any tax counsel retained by the Grantor in connection with the proper reporting and documentation of the GST exemption allocation on the applicable tax returns.

Section 3: Anticipated Additional Trust Property

3.1 GRAT Remainder Interests

The Trust has been designated as the remainder beneficiary of each of the Grantor Retained Annuity Trusts (each, a "GRAT") described below. Each GRAT has been established by the Grantor pursuant to a separate trust agreement and is designed to qualify as a "qualified interest" under IRC § 2702(b). Upon the expiration of the annuity term of each GRAT and the satisfaction in full of all annuity payments due to the Grantor thereunder, the remainder of such GRAT (if any) shall be distributed to and thereafter held as part of the corpus of the Caldwell Family Dynasty Trust, subject to the terms and conditions of the Trust Agreement. The following sets forth the material terms and characteristics of each GRAT:

3.1.1 Caldwell 2023 Securities GRAT ("GRAT A").

Date of Establishment and Funding: April 15, 2023

Initial Corpus: Sixty Million Dollars ($60,000,000) in publicly traded securities, consisting of diversified equity holdings in large- and mid-capitalization domestic and international issuers, as more fully described in Schedule A to the GRAT A trust agreement

GRAT Term: Two (2) years

Annuity Payment Schedule: Annuity payments are due annually on April 15 of each year during the annuity term, with payments due on April 15, 2024 and April 15, 2025

Annual Annuity Payment Amount: Thirty-Two Million One Hundred Ninety-Five Thousand One Hundred Twenty-Two Dollars ($32,195,122), calculated so as to produce a remainder interest with a value as close to zero as possible (i.e., "zeroed-out") under IRC § 2702, using the applicable Section 7520 rate of 5.0% in effect for the month of funding

Trustee During Annuity Term: Jonathan R. Caldwell, serving as sole trustee of GRAT A during the annuity term

Expected Remainder Distribution Date: Upon satisfaction of the final annuity payment on or about April 15, 2025, or as soon thereafter as administratively practicable

Nature of Expected Remainder: The remainder of GRAT A, if any, will consist of the excess appreciation of the funded securities above the IRC § 7520 hurdle rate of 5.0% over the two-year annuity term. To the extent the funded securities appreciate at a rate in excess of the § 7520 hurdle rate, such excess appreciation will pass to the Trust free of federal gift and estate tax.

3.1.2 Caldwell 2023 Realty GRAT ("GRAT B").

Date of Establishment and Funding: May 1, 2023

Initial Corpus: Eighty Million Dollars ($80,000,000) in membership interests of Stonecrest Realty Holdings LLC, a New York limited liability company, located at 330 Madison Avenue, Suite 2401, New York, NY 10017. The contributed membership interests represent approximately 59.7% of the total outstanding membership interests of Stonecrest Realty Holdings LLC. The total enterprise value of Stonecrest Realty Holdings LLC, as determined by independent appraisal, is One Hundred Thirty-Four Million Dollars ($134,000,000).

GRAT Term: Three (3) years

Annuity Payment Schedule: Annuity payments are due annually on May 1 of each year during the annuity term, with payments due on May 1, 2024, May 1, 2025, and May 1, 2026

Annual Annuity Payment Amount: Twenty-Nine Million Three Hundred Seventy-Five Thousand Eight Hundred Fifty-Nine Dollars ($29,375,859), calculated so as to produce a remainder interest with a value as close to zero as possible (i.e., "zeroed-out") under IRC § 2702, using the applicable Section 7520 rate of 5.0% in effect for the month of funding

Valuation discount Applied: A combined discount of twenty-five percent (25%) for lack of marketability and lack of control has been applied to the contributed membership interests, as supported by an independent qualified appraisal. Based on this discount, the fair market value of the contributed membership interests for federal gift tax purposes is Sixty Million Dollars ($60,000,000) (calculated as $80,000,000 multiplied by 0.75).

Trustee During Annuity Term: Jonathan R. Caldwell, serving as sole trustee of GRAT B during the annuity term

Expected Remainder Distribution Date: Upon satisfaction of the final annuity payment on or about May 1, 2026, or as soon thereafter as administratively practicable

Nature of Expected Remainder: The remainder of GRAT B, if any, will consist of the excess appreciation of the Stonecrest Realty Holdings LLC membership interests above the IRC § 7520 hurdle rate of 5.0% over the three-year annuity term. To the extent the Stonecrest membership interests appreciate at a rate in excess of the § 7520 hurdle rate, such excess appreciation will pass to the Trust free of federal gift and estate tax.

3.1.3 Caldwell 2023 Carried Interest GRAT ("GRAT C").

Date of Establishment and Funding: June 1, 2023

Initial Corpus: Thirty-Eight Million Dollars ($38,000,000) in limited partnership interests and carried-interest positions in Caldwell Ridgeline Capital LLC funds, located at 280 Park Avenue, 35th Floor, New York, NY 10017, consisting of the following:

(i) Caldwell Ridgeline Fund IV LP Interest: Twelve Million Dollars ($12,000,000) in fair market value (pre-discount). Caldwell Ridgeline Fund IV LP is a Delaware limited partnership, vintage year 2015. A valuation discount of thirty-five percent (35%) for lack of marketability and lack of control has been applied, resulting in a post-discount fair market value of Seven Million Eight Hundred Thousand Dollars ($7,800,000).

(ii) Caldwell Ridgeline Fund V LP Interest: Fourteen Million Dollars ($14,000,000) in fair market value (pre-discount). Caldwell Ridgeline Fund V LP is a Delaware limited partnership, vintage year 2018. A valuation discount of thirty-five percent (35%) for lack of marketability and lack of control has been applied, resulting in a post-discount fair market value of Nine Million One Hundred Thousand Dollars ($9,100,000).

(iii) Caldwell Ridgeline Fund VI LP Carried Interest: Twelve Million Dollars ($12,000,000) in fair market value (pre-discount). Caldwell Ridgeline Fund VI LP is a Delaware limited partnership, vintage year 2021. A valuation discount of thirty percent (30%) for lack of marketability has been applied, resulting in a post-discount fair market value of Eight Million Four Hundred Thousand Dollars ($8,400,000).

GRAT Term: Three (3) years

Annuity Payment Schedule: Annuity payments are due annually on June 1 of each year during the annuity term, with payments due on June 1, 2024, June 1, 2025, and June 1, 2026

Annual Annuity Payment Amount: Thirteen Million Nine Hundred Fifty-Three Thousand Seven Hundred Fifty-Nine Dollars ($13,953,759), calculated so as to produce a remainder interest with a value as close to zero as possible (i.e., "zeroed-out") under IRC § 2702, using the applicable Section 7520 rate of 5.0% in effect for the month of funding

Blended Post-discount Fair Market Value for Gift Tax Purposes: Twenty-Five Million Three Hundred Thousand Dollars ($25,300,000), calculated as follows:

• LP interests (Fund IV and Fund V): $26,000,000 aggregate pre-discount FMV × 0.65 = $16,900,000

• Carried interest (Fund VI): $12,000,000 pre-discount FMV × 0.70 = $8,400,000

• Total post-discount FMV: $16,900,000 + $8,400,000 = $25,300,000

Trustee During Annuity Term: Jonathan R. Caldwell, serving as sole trustee of GRAT C during the annuity term

Expected Remainder Distribution Date: Upon satisfaction of the final annuity payment on or about June 1, 2026, or as soon thereafter as administratively practicable

Nature of Expected Remainder: The remainder of GRAT C, if any, will consist of the excess appreciation of the fund interests and carried-interest positions above the IRC § 7520 hurdle rate of 5.0% over the three-year annuity term. To the extent the fund interests and carried-interest positions appreciate at a rate in excess of the § 7520 hurdle rate, such excess appreciation will pass to the Trust free of federal gift and estate tax.

3.2 Summary of Anticipated Additional Funding

The following table summarizes the anticipated additional property to be contributed to the Trust upon termination of the GRATs described in Section 3.1 above:

Total GRAT-Funded Assets (Aggregate Pre-discount FMV): One Hundred Seventy-Eight Million Dollars ($178,000,000), representing the sum of $60,000,000 (GRAT A) + $80,000,000 (GRAT B) + $38,000,000 (GRAT C).

Projected Excess Appreciation Transferred to the Trust: Assuming that the assets held in each GRAT outperform the applicable IRC § 7520 hurdle rate of 5.0% by approximately four percent (4.0%) per annum over their respective annuity terms, the estimated aggregate excess appreciation distributable to the Trust upon termination of all three GRATs is between Thirty-Five Million Dollars ($35,000,000) and Fifty Million Dollars ($50,000,000). This projection is illustrative only and is based on assumptions regarding future investment performance that are inherently uncertain. Actual results may vary materially from these projections, and no representation or warranty is made regarding the amount of any GRAT remainder that will ultimately be distributed to the Trust.

All GRAT remainder interests will transfer to the Trust free of federal gift and estate tax upon the termination of the respective GRAT annuity terms, provided that the Grantor survives the applicable annuity term of each GRAT. In the event the Grantor does not survive the annuity term of a GRAT, the assets of such GRAT may be includible in the Grantor's gross estate for federal estate tax purposes under IRC § 2036.

3.3 ETIP and GST Exemption Note

The Grantor and the Trustees acknowledge the following with respect to the application of the estate tax inclusion period ("ETIP") rules and the allocation of GST exemption to the GRAT remainder interests:

(a) During the annuity term of each GRAT, the ETIP rules under IRC § 2642(f) prevent the allocation of GST exemption to the property held in such GRAT. The ETIP for each GRAT will not close until the earlier of (i) the termination of such GRAT's annuity term and the distribution of the remainder to the Trust, or (ii) the death of the Grantor.

(b) GST exemption will be allocated to the GRAT remainder interests upon the close of the ETIP — that is, upon the termination of each GRAT's annuity term and the distribution of the remainder to the Trust. Such allocation will be made on the Grantor's federal gift tax return (Form 709) for the calendar year in which each GRAT terminates, or by such other method as may be permitted under the applicable Treasury Regulations.

(c) The Grantor intends to allocate additional GST exemption at such time as each GRAT remainder is distributed to the Trust, to the extent that sufficient GST exemption remains available. The purpose of such allocation is to maintain an inclusion ratio of zero (0) for the Trust with respect to all property held therein, thereby ensuring that no GST tax is imposed on any generation-skipping transfers from the Trust.

(d) The Grantor acknowledges that the availability of sufficient GST exemption to shelter all anticipated GRAT remainder interests will depend upon several factors, including (i) the amount of excess appreciation, if any, generated by each GRAT, (ii) the Grantor's remaining GST exemption at the time of each GRAT's termination, (iii) any changes to the applicable federal GST exemption amount by act of Congress, and (iv) any prior allocations of GST exemption made by the Grantor to other trusts or transfers.

(e) Coordination of GST exemption allocation, including the timing and reporting of such allocations, will be managed by:

Calderwood & Harkness LLP

Attention: Sylvia Hartwell, Specialist Partner, Tax

in consultation with:

Strathmore Corporation & Greaves LLP

Attention: Martin J. Prescott, CPA, Senior Partner, Private Client Group

600 Third Avenue, 28th Floor New York, NY 10016

(f) The Trustees shall cooperate fully with the Grantor's tax advisors in connection with all matters relating to the allocation and reporting of GST exemption with respect to the Trust.

3.4 Other Future Contributions

The Grantor reserves the right, pursuant to the applicable provisions of the Trust Agreement, to contribute additional property to the Trust from time to time, whether during the Grantor's lifetime or by testamentary bequest or devise. Any such additional contributions shall be subject to the terms and conditions of the Trust Agreement, including without limitation any provisions relating to the acceptance of trust property by the Trustees and the investment and management thereof.

Any additional contributions of property to the Trust by the Grantor (or by any other person) shall be reflected in a supplemental schedule or amendment to this Schedule A, which shall be executed by the Grantor (or such other contributor) and acknowledged by the Trustees. Each such supplemental schedule shall describe the contributed property in reasonable detail, including its fair market value as of the date of contribution, the method of transfer, and any applicable gift tax or GST tax treatment.

Nothing in this Section 3.4 shall be construed as an obligation on the part of the Grantor to make any additional contributions to the Trust, and the Grantor expressly reserves the right to refrain from making any further contributions in his sole and absolute discretion.

Section 4: Receipt and Acknowledgment

4.1 Institutional Co-Trustee Acknowledgment

Northgate Trust Company of Delaware, in its capacity as Institutional Co-Trustee of the Caldwell Family Dynasty Trust, hereby acknowledges receipt of the initial trust property described in Section 2 above, consisting of Five Million Dollars ($5,000,000.00) in cash, received by wire transfer on April 1, 2023. Northgate Trust Company of Delaware confirms that such funds have been deposited into the trust account established for the Caldwell Family Dynasty Trust and will be held, administered, and invested in accordance with the terms and provisions of the Trust Agreement.

NORTHGATE TRUST COMPANY OF DELAWARE, as Institutional Co-Trustee

By: ________

Name: Philip A. Rossiter

Title: Senior Vice President, Trust Administration

Date: ________

4.2 Family Co-Trustee Acknowledgment

Thomas Robert Caldwell, in his capacity as Family Co-Trustee of the Caldwell Family Dynasty Trust, hereby acknowledges receipt of notice of the initial trust property described in Section 2 above, consisting of Five Million Dollars ($5,000,000.00) in cash contributed by the Grantor to the Trust on April 1, 2023. Thomas Robert Caldwell confirms that he has reviewed the description of the initial trust property and the anticipated additional trust property set forth herein and that he accepts his responsibilities as Family Co-Trustee with respect thereto in accordance with the terms and provisions of the Trust Agreement.

THOMAS ROBERT CALDWELL, as Family Co-Trustee

By: ________

Name: Thomas R. Caldwell

Date: ________

4.3 Grantor Acknowledgment

Jonathan Robert Caldwell, as Grantor of the Caldwell Family Dynasty Trust, hereby confirms the contribution of the initial trust property described in Section 2 above, consisting of Five Million Dollars ($5,000,000.00) in cash transferred to the Trust on April 1, 2023. The Grantor further confirms and acknowledges the anticipated additional contributions described in Section 3 above, including the designation of the Trust as the remainder beneficiary of each of the GRATs identified in Section 3.1, and the Grantor's intention to allocate GST exemption to the GRAT remainder interests upon the close of the applicable ETIP periods as described in Section 3.3. The Grantor represents that the information set forth in this Schedule A is true, correct, and complete in all material respects as of the date hereof.

JONATHAN ROBERT CALDWELL, as Grantor

By: ________

Name: Jonathan R. Caldwell

Date: ________

Execution Block

IN WITNESS WHEREOF, the undersigned have executed this Schedule A as of the date first set forth above, intending it to be effective as of April 1, 2023.

GRANTOR:

________________________________________

Jonathan Robert Caldwell

Date: April 1, 2023

Address:

418 East 72nd Street, Apt. 14A New York, NY 10021

FAMILY CO-TRUSTEE:

________________________________________

Thomas Robert Caldwell

Date: April 1, 2023

Address:

55 Perry Street, Unit 3 New York, NY 10014

INSTITUTIONAL CO-TRUSTEE:

NORTHGATE TRUST COMPANY OF DELAWARE

By: ________

Name: Philip A. Rossiter

Title: Senior Vice President, Trust Administration

Date: April 1, 2023

Address:

1201 North Market Street, Suite 1600 Wilmington, DE 19801

This Schedule A is effective as of April 1, 2023 and shall be deemed a part of the Trust Agreement for all purposes. All references in the Trust Agreement to "Schedule A" or to the "Initial Trust Property" shall be deemed to refer to this Schedule A and to the property described herein.

CONFIDENTIAL — This document contains confidential financial and tax information relating to the Caldwell Family Dynasty Trust and is subject to attorney-client privilege. Unauthorized disclosure, copying, or distribution of this document or its contents is strictly prohibited.

GRAT	Pre-discount FMV	Post-discount FMV	Term	Expected Termination
GRAT A (Securities)	$60,000,000	$60,000,000	2 years	April 15, 2025
GRAT B (Realty)	$80,000,000	$60,000,000	3 years	May 1, 2026
GRAT C (Carried Interest)	$38,000,000	$25,300,000	3 years	June 1, 2026
Total	$178,000,000	$145,300,000	—	—

SCHEDULE A
Initial Trust Property
Schedule A to the Caldwell Family Dynasty Trust Agreement dated April 1, 2023
This Schedule A is attached to and forms a part of the CALDWELL FAMILY DYNASTY TRUST AGREEMENT (the "Trust Agreement") dated as of April 1, 2023, by and between JONATHAN ROBERT CALDWELL, as Grantor, THOMAS ROBERT CALDWELL, as Family Co-Trustee, and NORTHGATE TRUST COMPANY OF DELAWARE, as Institutional Co-Trustee. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Trust Agreement. In the event of any conflict between the provisions of this Schedule A and the Trust Agreement, the Trust Agreement shall control.
Section 1: Identification of Grantor and Trust
The following information identifies the Grantor and the Trust to which this Schedule A relates:
Grantor:
Full Legal Name: Jonathan Robert Caldwell
Residence Address: 418 East 72nd Street, Apt. 14A, New York, NY 10021
Social Security Number: XXX-XX-4781
Trust:
Full Legal Name: Caldwell Family Dynasty Trust
Trust Situs: State of Delaware
Governing Law: The laws of the State of Delaware, including without limitation the Delaware Trust Act, 12 Del. C. § 3501 et seq., and Delaware's perpetual trust statute, 25 Del. C. § 503(a), which provides that there shall be no rule against perpetuities applicable to interests in personal property held in trust, and accordingly the Trust shall have no limitation on its duration by reason of any rule against perpetuities or any similar rule or doctrine restricting the duration of trusts
Date of Trust Agreement: April 1, 2023
Institutional Co-Trustee:
Name: Northgate Trust Company of Delaware
Address: 1201 North Market Street, Suite 1600, Wilmington, DE 19801
Family Co-Trustee:
Name: Thomas Robert Caldwell
Address: 55 Perry Street, Unit 3, New York, NY 10014
Section 2: Initial Trust Property
2.1 Description of Initial Contribution
The Grantor hereby confirms that the following property has been transferred, assigned, conveyed, and delivered to the Trustees of the Trust as the initial trust property of the Trust (the "Initial Contribution"):
Nature of Contribution: Cash
Amount: Five Million Dollars ($5,000,000.00)
Date of Contribution: April 1, 2023
Method of Transfer: Wire transfer of immediately available funds to the trust account established and maintained by Northgate Trust Company of Delaware, in its capacity as Institutional Co-Trustee, at a federally chartered banking institution for the benefit of the Caldwell Family Dynasty Trust
Source of Funds: Personal funds of Jonathan Robert Caldwell, sourced from the Grantor's personal brokerage account maintained at Meridian Savings Bank, New York, New York
The Initial Contribution constitutes the entire corpus of the Trust as of the date of the Trust Agreement, subject to anticipated additional contributions described in Section 3 below. The Trustees acknowledge that the Initial Contribution has been received and is being held, administered, and invested in accordance with the terms and provisions of the Trust Agreement.
2.2 Gift Tax Treatment of Initial Contribution
The Grantor and the Trustees acknowledge and agree that the following gift tax treatment applies to the Initial Contribution:
(a) The Initial Contribution of Five Million Dollars ($5,000,000.00) constitutes a completed gift by the Grantor for federal gift tax purposes under Internal Revenue Code ("IRC") § 2501 et seq. The Trust is structured as an irrevocable trust, and the Grantor has not retained any interest in or power over the transferred property that would cause the transfer to be treated as an incomplete gift for federal gift tax purposes.
(b) The Grantor is applying a portion of his remaining lifetime gift and estate tax exemption (the "Applicable Exclusion Amount") under IRC § 2505(a) to this transfer, as follows:
(i) 2023 Federal Lifetime Gift Tax Exemption (Basic Exclusion Amount): $12,920,000, as adjusted for inflation under IRC § 2010(c)(3) and as set forth in Revenue Procedure 2022-38.
(ii) Cumulative Prior Taxable Gifts Made by the Grantor: $6,750,000. This figure represents the aggregate amount of taxable gifts made by the Grantor during all prior calendar years, as reported on previously filed United States Gift (and Generation-Skipping Transfer) Tax Returns (Forms 709).
(iii) Remaining Lifetime Exemption Prior to This Contribution: $6,170,000 (calculated as $12,920,000 minus $6,750,000).
(iv) Exemption Applied to This Contribution: $5,000,000.
(v) Remaining Lifetime Exemption After This Contribution: $1,170,000 (calculated as $6,170,000 minus $5,000,000).
(c) Based on the foregoing, no federal gift tax is due on the Initial Contribution. The full amount of the Initial Contribution is sheltered by the Grantor's remaining Applicable Exclusion Amount, and accordingly no gift tax liability arises under IRC § 2502 with respect to this transfer.
(d) The Initial Contribution will be reported on the Grantor's United States Gift (and Generation-Skipping Transfer) Tax Return (Form 709) for the 2023 calendar year, which will be timely filed on or before April 15, 2024 (or such later date as may be permitted by extension).
2.3 GST Exemption Allocation
The Grantor has made the following elections and allocations with respect to the generation-skipping transfer ("GST") tax exemption under IRC § 2631:
(a) The Grantor hereby elects to allocate Five Million Dollars ($5,000,000.00) of his GST exemption (as defined in IRC § 2631(c)) to the initial trust property described in Section 2.1 above, effective as of the date of the Initial Contribution (April 1, 2023).
(b) This allocation is intended to produce an inclusion ratio of zero (0) for the Trust with respect to the Initial Contribution, as determined under IRC § 2642(a). An inclusion ratio of zero ensures that no GST tax will be imposed under IRC § 2601 on any generation-skipping transfers from the Trust that are attributable to the Initial Contribution, including taxable distributions to skip persons (as defined in IRC § 2613) and taxable terminations (as defined in IRC § 2612(a)).
(c) The GST exemption allocation described herein will be reported on the Grantor's federal gift tax return (Form 709) for the 2023 tax year. The preparation and filing of such return, including the reporting of the GST exemption allocation, will be coordinated with:
Strathmore Corporation & Greaves LLP
Attention: Martin J. Prescott, CPA
Senior Partner, Private Client Group 600 Third Avenue, 28th Floor New York, NY 10016
(d) The Grantor directs that the Trustees cooperate fully with Strathmore Corporation & Greaves LLP and with any tax counsel retained by the Grantor in connection with the proper reporting and documentation of the GST exemption allocation on the applicable tax returns.
Section 3: Anticipated Additional Trust Property
3.1 GRAT Remainder Interests
The Trust has been designated as the remainder beneficiary of each of the Grantor Retained Annuity Trusts (each, a "GRAT") described below. Each GRAT has been established by the Grantor pursuant to a separate trust agreement and is designed to qualify as a "qualified interest" under IRC § 2702(b). Upon the expiration of the annuity term of each GRAT and the satisfaction in full of all annuity payments due to the Grantor thereunder, the remainder of such GRAT (if any) shall be distributed to and thereafter held as part of the corpus of the Caldwell Family Dynasty Trust, subject to the terms and conditions of the Trust Agreement. The following sets forth the material terms and characteristics of each GRAT:
3.1.1 Caldwell 2023 Securities GRAT ("GRAT A").  
Date of Establishment and Funding: April 15, 2023
Initial Corpus: Sixty Million Dollars ($60,000,000) in publicly traded securities, consisting of diversified equity holdings in large- and mid-capitalization domestic and international issuers, as more fully described in Schedule A to the GRAT A trust agreement
GRAT Term: Two (2) years
Annuity Payment Schedule: Annuity payments are due annually on April 15 of each year during the annuity term, with payments due on April 15, 2024 and April 15, 2025
Annual Annuity Payment Amount: Thirty-Two Million One Hundred Ninety-Five Thousand One Hundred Twenty-Two Dollars ($32,195,122), calculated so as to produce a remainder interest with a value as close to zero as possible (i.e., "zeroed-out") under IRC § 2702, using the applicable Section 7520 rate of 5.0% in effect for the month of funding
Trustee During Annuity Term: Jonathan R. Caldwell, serving as sole trustee of GRAT A during the annuity term
Expected Remainder Distribution Date: Upon satisfaction of the final annuity payment on or about April 15, 2025, or as soon thereafter as administratively practicable
Nature of Expected Remainder: The remainder of GRAT A, if any, will consist of the excess appreciation of the funded securities above the IRC § 7520 hurdle rate of 5.0% over the two-year annuity term. To the extent the funded securities appreciate at a rate in excess of the § 7520 hurdle rate, such excess appreciation will pass to the Trust free of federal gift and estate tax.
3.1.2 Caldwell 2023 Realty GRAT ("GRAT B").  
Date of Establishment and Funding: May 1, 2023
Initial Corpus: Eighty Million Dollars ($80,000,000) in membership interests of Stonecrest Realty Holdings LLC, a New York limited liability company, located at 330 Madison Avenue, Suite 2401, New York, NY 10017. The contributed membership interests represent approximately 59.7% of the total outstanding membership interests of Stonecrest Realty Holdings LLC. The total enterprise value of Stonecrest Realty Holdings LLC, as determined by independent appraisal, is One Hundred Thirty-Four Million Dollars ($134,000,000).
GRAT Term: Three (3) years
Annuity Payment Schedule: Annuity payments are due annually on May 1 of each year during the annuity term, with payments due on May 1, 2024, May 1, 2025, and May 1, 2026
Annual Annuity Payment Amount: Twenty-Nine Million Three Hundred Seventy-Five Thousand Eight Hundred Fifty-Nine Dollars ($29,375,859), calculated so as to produce a remainder interest with a value as close to zero as possible (i.e., "zeroed-out") under IRC § 2702, using the applicable Section 7520 rate of 5.0% in effect for the month of funding
Valuation discount Applied: A combined discount of twenty-five percent (25%) for lack of marketability and lack of control has been applied to the contributed membership interests, as supported by an independent qualified appraisal. Based on this discount, the fair market value of the contributed membership interests for federal gift tax purposes is Sixty Million Dollars ($60,000,000) (calculated as $80,000,000 multiplied by 0.75).
Trustee During Annuity Term: Jonathan R. Caldwell, serving as sole trustee of GRAT B during the annuity term
Expected Remainder Distribution Date: Upon satisfaction of the final annuity payment on or about May 1, 2026, or as soon thereafter as administratively practicable
Nature of Expected Remainder: The remainder of GRAT B, if any, will consist of the excess appreciation of the Stonecrest Realty Holdings LLC membership interests above the IRC § 7520 hurdle rate of 5.0% over the three-year annuity term. To the extent the Stonecrest membership interests appreciate at a rate in excess of the § 7520 hurdle rate, such excess appreciation will pass to the Trust free of federal gift and estate tax.
3.1.3 Caldwell 2023 Carried Interest GRAT ("GRAT C").  
Date of Establishment and Funding: June 1, 2023
Initial Corpus: Thirty-Eight Million Dollars ($38,000,000) in limited partnership interests and carried-interest positions in Caldwell Ridgeline Capital LLC funds, located at 280 Park Avenue, 35th Floor, New York, NY 10017, consisting of the following:
(i) Caldwell Ridgeline Fund IV LP Interest: Twelve Million Dollars ($12,000,000) in fair market value (pre-discount). Caldwell Ridgeline Fund IV LP is a Delaware limited partnership, vintage year 2015. A valuation discount of thirty-five percent (35%) for lack of marketability and lack of control has been applied, resulting in a post-discount fair market value of Seven Million Eight Hundred Thousand Dollars ($7,800,000).
(ii) Caldwell Ridgeline Fund V LP Interest: Fourteen Million Dollars ($14,000,000) in fair market value (pre-discount). Caldwell Ridgeline Fund V LP is a Delaware limited partnership, vintage year 2018. A valuation discount of thirty-five percent (35%) for lack of marketability and lack of control has been applied, resulting in a post-discount fair market value of Nine Million One Hundred Thousand Dollars ($9,100,000).
(iii) Caldwell Ridgeline Fund VI LP Carried Interest: Twelve Million Dollars ($12,000,000) in fair market value (pre-discount). Caldwell Ridgeline Fund VI LP is a Delaware limited partnership, vintage year 2021. A valuation discount of thirty percent (30%) for lack of marketability has been applied, resulting in a post-discount fair market value of Eight Million Four Hundred Thousand Dollars ($8,400,000).
GRAT Term: Three (3) years
Annuity Payment Schedule: Annuity payments are due annually on June 1 of each year during the annuity term, with payments due on June 1, 2024, June 1, 2025, and June 1, 2026
Annual Annuity Payment Amount: Thirteen Million Nine Hundred Fifty-Three Thousand Seven Hundred Fifty-Nine Dollars ($13,953,759), calculated so as to produce a remainder interest with a value as close to zero as possible (i.e., "zeroed-out") under IRC § 2702, using the applicable Section 7520 rate of 5.0% in effect for the month of funding
Blended Post-discount Fair Market Value for Gift Tax Purposes: Twenty-Five Million Three Hundred Thousand Dollars ($25,300,000), calculated as follows:
•  LP interests (Fund IV and Fund V): $26,000,000 aggregate pre-discount FMV × 0.65 = $16,900,000
•  Carried interest (Fund VI): $12,000,000 pre-discount FMV × 0.70 = $8,400,000
•  Total post-discount FMV: $16,900,000 + $8,400,000 = $25,300,000
Trustee During Annuity Term: Jonathan R. Caldwell, serving as sole trustee of GRAT C during the annuity term
Expected Remainder Distribution Date: Upon satisfaction of the final annuity payment on or about June 1, 2026, or as soon thereafter as administratively practicable
Nature of Expected Remainder: The remainder of GRAT C, if any, will consist of the excess appreciation of the fund interests and carried-interest positions above the IRC § 7520 hurdle rate of 5.0% over the three-year annuity term. To the extent the fund interests and carried-interest positions appreciate at a rate in excess of the § 7520 hurdle rate, such excess appreciation will pass to the Trust free of federal gift and estate tax.
3.2 Summary of Anticipated Additional Funding
The following table summarizes the anticipated additional property to be contributed to the Trust upon termination of the GRATs described in Section 3.1 above:
Total GRAT-Funded Assets (Aggregate Pre-discount FMV): One Hundred Seventy-Eight Million Dollars ($178,000,000), representing the sum of $60,000,000 (GRAT A) + $80,000,000 (GRAT B) + $38,000,000 (GRAT C).
Projected Excess Appreciation Transferred to the Trust: Assuming that the assets held in each GRAT outperform the applicable IRC § 7520 hurdle rate of 5.0% by approximately four percent (4.0%) per annum over their respective annuity terms, the estimated aggregate excess appreciation distributable to the Trust upon termination of all three GRATs is between Thirty-Five Million Dollars ($35,000,000) and Fifty Million Dollars ($50,000,000). This projection is illustrative only and is based on assumptions regarding future investment performance that are inherently uncertain. Actual results may vary materially from these projections, and no representation or warranty is made regarding the amount of any GRAT remainder that will ultimately be distributed to the Trust.
All GRAT remainder interests will transfer to the Trust free of federal gift and estate tax upon the termination of the respective GRAT annuity terms, provided that the Grantor survives the applicable annuity term of each GRAT. In the event the Grantor does not survive the annuity term of a GRAT, the assets of such GRAT may be includible in the Grantor's gross estate for federal estate tax purposes under IRC § 2036.
3.3 ETIP and GST Exemption Note
The Grantor and the Trustees acknowledge the following with respect to the application of the estate tax inclusion period ("ETIP") rules and the allocation of GST exemption to the GRAT remainder interests:
(a) During the annuity term of each GRAT, the ETIP rules under IRC § 2642(f) prevent the allocation of GST exemption to the property held in such GRAT. The ETIP for each GRAT will not close until the earlier of (i) the termination of such GRAT's annuity term and the distribution of the remainder to the Trust, or (ii) the death of the Grantor.
(b) GST exemption will be allocated to the GRAT remainder interests upon the close of the ETIP — that is, upon the termination of each GRAT's annuity term and the distribution of the remainder to the Trust. Such allocation will be made on the Grantor's federal gift tax return (Form 709) for the calendar year in which each GRAT terminates, or by such other method as may be permitted under the applicable Treasury Regulations.
(c) The Grantor intends to allocate additional GST exemption at such time as each GRAT remainder is distributed to the Trust, to the extent that sufficient GST exemption remains available. The purpose of such allocation is to maintain an inclusion ratio of zero (0) for the Trust with respect to all property held therein, thereby ensuring that no GST tax is imposed on any generation-skipping transfers from the Trust.
(d) The Grantor acknowledges that the availability of sufficient GST exemption to shelter all anticipated GRAT remainder interests will depend upon several factors, including (i) the amount of excess appreciation, if any, generated by each GRAT, (ii) the Grantor's remaining GST exemption at the time of each GRAT's termination, (iii) any changes to the applicable federal GST exemption amount by act of Congress, and (iv) any prior allocations of GST exemption made by the Grantor to other trusts or transfers.
(e) Coordination of GST exemption allocation, including the timing and reporting of such allocations, will be managed by:
Calderwood & Harkness LLP
Attention: Sylvia Hartwell, Specialist Partner, Tax
in consultation with:
Strathmore Corporation & Greaves LLP
Attention: Martin J. Prescott, CPA, Senior Partner, Private Client Group
600 Third Avenue, 28th Floor New York, NY 10016
(f) The Trustees shall cooperate fully with the Grantor's tax advisors in connection with all matters relating to the allocation and reporting of GST exemption with respect to the Trust.
3.4 Other Future Contributions
The Grantor reserves the right, pursuant to the applicable provisions of the Trust Agreement, to contribute additional property to the Trust from time to time, whether during the Grantor's lifetime or by testamentary bequest or devise. Any such additional contributions shall be subject to the terms and conditions of the Trust Agreement, including without limitation any provisions relating to the acceptance of trust property by the Trustees and the investment and management thereof.
Any additional contributions of property to the Trust by the Grantor (or by any other person) shall be reflected in a supplemental schedule or amendment to this Schedule A, which shall be executed by the Grantor (or such other contributor) and acknowledged by the Trustees. Each such supplemental schedule shall describe the contributed property in reasonable detail, including its fair market value as of the date of contribution, the method of transfer, and any applicable gift tax or GST tax treatment.
Nothing in this Section 3.4 shall be construed as an obligation on the part of the Grantor to make any additional contributions to the Trust, and the Grantor expressly reserves the right to refrain from making any further contributions in his sole and absolute discretion.
Section 4: Receipt and Acknowledgment
4.1 Institutional Co-Trustee Acknowledgment
Northgate Trust Company of Delaware, in its capacity as Institutional Co-Trustee of the Caldwell Family Dynasty Trust, hereby acknowledges receipt of the initial trust property described in Section 2 above, consisting of Five Million Dollars ($5,000,000.00) in cash, received by wire transfer on April 1, 2023. Northgate Trust Company of Delaware confirms that such funds have been deposited into the trust account established for the Caldwell Family Dynasty Trust and will be held, administered, and invested in accordance with the terms and provisions of the Trust Agreement.
NORTHGATE TRUST COMPANY OF DELAWARE, as Institutional Co-Trustee
By: ________
Name: Philip A. Rossiter
Title: Senior Vice President, Trust Administration
Date: ________
4.2 Family Co-Trustee Acknowledgment
Thomas Robert Caldwell, in his capacity as Family Co-Trustee of the Caldwell Family Dynasty Trust, hereby acknowledges receipt of notice of the initial trust property described in Section 2 above, consisting of Five Million Dollars ($5,000,000.00) in cash contributed by the Grantor to the Trust on April 1, 2023. Thomas Robert Caldwell confirms that he has reviewed the description of the initial trust property and the anticipated additional trust property set forth herein and that he accepts his responsibilities as Family Co-Trustee with respect thereto in accordance with the terms and provisions of the Trust Agreement.
THOMAS ROBERT CALDWELL, as Family Co-Trustee
By: ________
Name: Thomas R. Caldwell
Date: ________
4.3 Grantor Acknowledgment
Jonathan Robert Caldwell, as Grantor of the Caldwell Family Dynasty Trust, hereby confirms the contribution of the initial trust property described in Section 2 above, consisting of Five Million Dollars ($5,000,000.00) in cash transferred to the Trust on April 1, 2023. The Grantor further confirms and acknowledges the anticipated additional contributions described in Section 3 above, including the designation of the Trust as the remainder beneficiary of each of the GRATs identified in Section 3.1, and the Grantor's intention to allocate GST exemption to the GRAT remainder interests upon the close of the applicable ETIP periods as described in Section 3.3. The Grantor represents that the information set forth in this Schedule A is true, correct, and complete in all material respects as of the date hereof.
JONATHAN ROBERT CALDWELL, as Grantor
By: ________
Name: Jonathan R. Caldwell
Date: ________
Execution Block
IN WITNESS WHEREOF, the undersigned have executed this Schedule A as of the date first set forth above, intending it to be effective as of April 1, 2023.
GRANTOR:
________________________________________
Jonathan Robert Caldwell
Date: April 1, 2023
Address:
418 East 72nd Street, Apt. 14A New York, NY 10021
FAMILY CO-TRUSTEE:
________________________________________
Thomas Robert Caldwell
Date: April 1, 2023
Address:
55 Perry Street, Unit 3 New York, NY 10014
INSTITUTIONAL CO-TRUSTEE:
NORTHGATE TRUST COMPANY OF DELAWARE
By: ________
Name: Philip A. Rossiter
Title: Senior Vice President, Trust Administration
Date: April 1, 2023
Address:
1201 North Market Street, Suite 1600 Wilmington, DE 19801
This Schedule A is effective as of April 1, 2023 and shall be deemed a part of the Trust Agreement for all purposes. All references in the Trust Agreement to "Schedule A" or to the "Initial Trust Property" shall be deemed to refer to this Schedule A and to the property described herein.
CONFIDENTIAL — This document contains confidential financial and tax information relating to the Caldwell Family Dynasty Trust and is subject to attorney-client privilege. Unauthorized disclosure, copying, or distribution of this document or its contents is strictly prohibited.
GRAT | Pre-discount FMV | Post-discount FMV | Term | Expected Termination
GRAT A (Securities) | $60,000,000 | $60,000,000 | 2 years | April 15, 2025
GRAT B (Realty) | $80,000,000 | $60,000,000 | 3 years | May 1, 2026
GRAT C (Carried Interest) | $38,000,000 | $25,300,000 | 3 years | June 1, 2026
Total | $178,000,000 | $145,300,000 | — | —

SCHEDULE A

GRANTOR:

FAMILY CO-TRUSTEE:

INSTITUTIONAL CO-TRUSTEE:

NORTHGATE TRUST COMPANY OF DELAWARE

Record

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