[sheet: GRAT Summary]

Parameter	Value
Trust Name	Caldwell 2023 Realty GRAT
Designation	GRAT B / Realty GRAT
Trust Type	Irrevocable trust (Grantor Retained Annuity Trust under IRC § 2702)
Governing Law	New York
C&H Matter No.	1034-00004
C&H Billing Code	78412-JRC
Grantor	Jonathan R. Caldwell
Grantor DOB	March 14, 1956
Grantor Age at Funding	67
Grantor SSN (last four)	XXX-XX-4781
Grantor Address	418 East 72nd Street, Apt. 14A, New York, NY 10021
Trustee (During Annuity Term)	Jonathan R. Caldwell
Remainder Beneficiary	Caldwell Family Dynasty Trust (Delaware situs)
Institutional Co-Trustee of Dynasty Trust	Northgate Trust Company of Delaware
Trust Agreement Execution Date	May 1, 2023
Funding Date	May 1, 2023
Funded Property Description	Membership interests in Stonecrest Realty Holdings LLC (approx. 59.7% interest)
Stonecrest Realty Holdings LLC — Entity Type	New York LLC
Stonecrest Realty Holdings LLC — Address	330 Madison Avenue, Suite 2401, New York, NY 10017
Total Stonecrest Entity FMV	$134,000,000
Percentage Interest Contributed	59.7%
Corpus at Funding (Pre-discount FMV)	$80,000,000
Combined Lack-of-Marketability / Lack-of-Control discount	25%
Corpus at Funding (Post-discount FMV for Gift Tax)	$60,000,000

GRAT Term	3 years
Applicable § 7520 Rate (April 2023)	5.0%
Annuity Structure	Zeroed-out (taxable gift = $0)
Annual Annuity Payment	$29,375,859
Annuity Payment Dates	May 1, 2024; May 1, 2025; May 1, 2026
Total Annuity Payments Over Term	$88,127,577
Independent Appraiser	Ashford Valuation Group LLC (Dr. Leonard K. Whitfield, ASA)
Appraiser Address	1120 Avenue of the Americas, Suite 3500, New York, NY 10036
Appraisal Report Date	June 15, 2023
Tax Advisor	Sylvia Hartwell, Calderwood & Harkness LLP
Accountant / Gift Tax Return Preparer	Strathmore Corporation & Greaves LLP (Martin J. Prescott, CPA)
Schedule Prepared By	Elliot Nguyen, Calderwood & Harkness LLP
Schedule Reviewed By	Sylvia Hartwell, Calderwood & Harkness LLP
Date Prepared	May 2023

[sheet: Annuity Computation]

Line	Description	Value	Reference
1	Fair Market Value of Property Transferred (Pre-discount)	$80,000,000	Ashford Valuation Group appraisal; Stonecrest 59.7% interest
2	Combined Valuation discount (Lack of Marketability + Lack of Control)	25%	Ashford Valuation Group report
3	Fair Market Value of Property Transferred (Post-discount, for gift tax)	$60,000,000	Line 1 × (1 – Line 2)
4	Note: Annuity calculation uses pre-discount FMV ($80,000,000) as trust corpus	IRC § 2702; Treas. Reg. § 25.2702-3
5	Applicable § 7520 Rate	5.0%	April 2023 rate per IRS Rev. Rul.
6	GRAT Term (years)	3	Trust Agreement § ___
7	Grantor Age at Funding	67	DOB: March 14, 1956; Funding: May 1, 2023
8	Annuity Factor (3-year term certain at 5.0%)	2.723248	IRS Table B / actuarial factor
9	Required Annuity to Zero Out Gift = Corpus ÷ Annuity Factor	$29,375,859	$80,000,000 ÷ 2.723248
10	Present Value of Annuity Stream (verification)	$80,000,000	Line 9 × Line 8
11	Value of Retained Annuity Interest	$80,000,000	Equals trust corpus
12	Value of Remainder Interest (Gift Value)	$0	Line 1 – Line 11
13	Taxable Gift	$0	Zeroed-out GRAT; no gift tax due
14	Mortality Adjustment Factor	Included per IRS Table 2000CM	Grantor survival probability during 3-year term at age 67
15	Note: If grantor dies during GRAT term, annuity ceases and trust corpus returns to grantor's estate	Trust Agreement mortality contingency provision

[sheet: Payment Schedule]

Payment No.	Payment Due Date	Annual Annuity Payment	Cumulative Annuity Paid	Remaining Payments	Payment Form / Notes
1	May 1, 2024	$29,375,859	$29,375,859	2	Payment may be made in cash or in kind (Stonecrest membership interests or other trust property at FMV). If in kind, requires contemporaneous valuation.
2	May 1, 2025	$29,375,859	$58,751,718	1	Payment may be made in cash or in kind at FMV.
3	May 1, 2026	$29,375,859	$88,127,577	0	Final annuity payment. Upon completion, remainder interest passes to Caldwell Family Dynasty Trust.
Total	$88,127,577	$88,127,577	Sum of all three annual annuity payments over the GRAT term.

[sheet: Underlying Properties]

Property Name / Address	Property Type	Location	Estimated FMV	Pro Rata Share Contributed to GRAT B (59.7%)
440 West Broadway	Mixed-use retail/residential	New York, NY 10012	$28,000,000	$16,716,000
15–21 Harrison Street	Luxury residential condo (6 units)	New York, NY 10013	$19,500,000	$11,641,500
Stonecrest Office Park I	Class A office	Paramus, NJ 07652	$22,000,000	$13,134,000
Stonecrest Office Park II	Class A office	Paramus, NJ 07652	$18,500,000	$11,044,500
The Ridgeline at Stamford	Multi-family (120 units)	Stamford, CT 06901	$16,000,000	$9,552,000
88 Mercer Street	Retail	New York, NY 10012	$11,500,000	$6,865,500
200 West 14th Street	Office/loft conversion	New York, NY 10011	$8,500,000	$5,074,500
765 Morris Avenue	Industrial warehouse	Elizabeth, NJ 07208	$4,200,000	$2,507,400
12 Elm Court	Single-family (personal investment)	Rye, NY 10580	$2,800,000	$1,671,600
44 Prospect Lane	Single-family (personal investment)	Westport, CT 06880	$1,800,000	$1,074,600
9 Birch Hill Road	Vacant land (3.2 acres)	Bedford, NY 10506	$1,200,000	$716,400
TOTAL	$134,000,000	$79,998,000

[sheet: Excess Growth Illustration]

Scenario	Assumed Annual Return	Year 1 Beginning Balance	Year 1 Growth	Year 1 Annuity Payment	Year 1 Ending Balance	Year 2 Beginning Balance	Year 2 Growth	Year 2 Annuity Payment	Year 2 Ending Balance	Year 3 Beginning Balance	Year 3 Growth	Year 3 Annuity Payment	Year 3 Ending Balance / Remainder to Dynasty Trust
Below Hurdle	4%	$80,000,000	$3,200,000	$29,375,859	$53,824,141	$53,824,141	$2,152,966	$29,375,859	$26,601,248	$26,601,248	$1,064,050	$29,375,859	−$1,710,561 (shortfall; remainder = $0)
At Hurdle (§ 7520 Rate)	5%	$80,000,000	$4,000,000	$29,375,859	$54,624,141	$54,624,141	$2,731,207	$29,375,859	$27,979,489	$27,979,489	$1,398,974	$29,375,859	≈$2,604 (zeroed out by design; ≈$0)
Moderate Outperformance	8%	$80,000,000	$6,400,000	$29,375,859	$57,024,141	$57,024,141	$4,561,931	$29,375,859	$32,210,213	$32,210,213	$2,576,817	$29,375,859	$5,411,171
Strong Outperformance	10%	$80,000,000	$8,000,000	$29,375,859	$58,624,141	$58,624,141	$5,862,414	$29,375,859	$35,110,696	$35,110,696	$3,511,070	$29,375,859	$9,245,907

[sheet: Notes & Disclaimers]

Note No.	Description
1	This annuity payment schedule is prepared in connection with the Caldwell 2023 Realty GRAT (GRAT B) trust agreement executed May 1, 2023 by Jonathan R. Caldwell as grantor.
2	The annuity is calculated on the pre-discount fair market value of the contributed Stonecrest Realty Holdings LLC membership interest ($80,000,000). The 25% combined lack-of-marketability and lack-of-control discount ($80M to $60M) applies for gift tax reporting purposes on Form 709 but does not affect the annuity amount.
3	The § 7520 rate of 5.0% for April 2023 is used as the applicable discount rate per IRC § 7520 and Treas. Reg. § 25.7520-1. The rate was published by the IRS for the month of funding.
4	The GRAT is a zeroed-out GRAT under IRC § 2702, meaning the present value of the retained annuity interest equals the full value of the property transferred, resulting in a taxable gift of $0.
5	Annuity payments may be made in cash or in kind (i.e., distribution of Stonecrest membership interests or other trust property at then-current fair market value). In-kind distributions require contemporaneous fair market value determination.
6	If the grantor (Jonathan R. Caldwell) dies during the 3-year annuity term, the GRAT terminates and the trust corpus is included in the grantor's gross estate under IRC § 2036.
7	Upon completion of all three annuity payments, the remainder interest (if any) passes to the Caldwell Family Dynasty Trust (Delaware situs; co-trustees: Thomas R. Caldwell and Northgate Trust Company of Delaware).
8	The excess growth illustration on the 'Excess Growth Illustration' sheet is for planning purposes only and does not constitute a guarantee of investment performance. Actual results will depend on the performance of the underlying Stonecrest Realty Holdings LLC assets.
9	Valuation of the Stonecrest membership interests was performed by Ashford Valuation Group LLC (Dr. Leonard K. Whitfield, ASA, Managing Partner) with appraisal reports received June 15, 2023.
10	Annuity computation verified by Sylvia Hartwell, Specialist Partner (Tax), Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, NY 10152.
11	Gift tax return (Form 709) for the 2023 tax year is being prepared by Calderwood & Harkness LLP in coordination with Strathmore Corporation & Greaves LLP (Martin J. Prescott, CPA, Senior Partner).
12	GST exemption cannot be allocated to the GRAT remainder during the GRAT term due to the estate tax inclusion period (ETIP) rules under IRC § 2642(f). GST allocation will be made upon termination of the GRAT when the remainder pours into the Dynasty Trust.
13	Caldwell's remaining lifetime gift tax exemption after the Dynasty Trust initial funding ($5,000,000) is $1,170,000 ($12,920,000 2023 exemption – $6,750,000 prior taxable gifts – $5,000,000 dynasty trust gift). No exemption is consumed by the zeroed-out GRATs.
14	Schedule prepared by Elliot Nguyen, Working Associate, Calderwood & Harkness LLP. Reviewed by Sylvia Hartwell, Specialist Partner (Tax), Calderwood & Harkness LLP.

[sheet: GRAT Summary]
Parameter | Value
Trust Name | Caldwell 2023 Realty GRAT
Designation | GRAT B / Realty GRAT
Trust Type | Irrevocable trust (Grantor Retained Annuity Trust under IRC § 2702)
Governing Law | New York
C&H Matter No. | 1034-00004
C&H Billing Code | 78412-JRC
Grantor | Jonathan R. Caldwell
Grantor DOB | March 14, 1956
Grantor Age at Funding | 67
Grantor SSN (last four) | XXX-XX-4781
Grantor Address | 418 East 72nd Street, Apt. 14A, New York, NY 10021
Trustee (During Annuity Term) | Jonathan R. Caldwell
Remainder Beneficiary | Caldwell Family Dynasty Trust (Delaware situs)
Institutional Co-Trustee of Dynasty Trust | Northgate Trust Company of Delaware
Trust Agreement Execution Date | May 1, 2023
Funding Date | May 1, 2023
Funded Property Description | Membership interests in Stonecrest Realty Holdings LLC (approx. 59.7% interest)
Stonecrest Realty Holdings LLC — Entity Type | New York LLC
Stonecrest Realty Holdings LLC — Address | 330 Madison Avenue, Suite 2401, New York, NY 10017
Total Stonecrest Entity FMV | $134,000,000
Percentage Interest Contributed | 59.7%
Corpus at Funding (Pre-discount FMV) | $80,000,000
Combined Lack-of-Marketability / Lack-of-Control discount | 25%
Corpus at Funding (Post-discount FMV for Gift Tax) | $60,000,000
GRAT Term | 3 years
Applicable § 7520 Rate (April 2023) | 5.0%
Annuity Structure | Zeroed-out (taxable gift = $0)
Annual Annuity Payment | $29,375,859
Annuity Payment Dates | May 1, 2024; May 1, 2025; May 1, 2026
Total Annuity Payments Over Term | $88,127,577
Independent Appraiser | Ashford Valuation Group LLC (Dr. Leonard K. Whitfield, ASA)
Appraiser Address | 1120 Avenue of the Americas, Suite 3500, New York, NY 10036
Appraisal Report Date | June 15, 2023
Tax Advisor | Sylvia Hartwell, Calderwood & Harkness LLP
Accountant / Gift Tax Return Preparer | Strathmore Corporation & Greaves LLP (Martin J. Prescott, CPA)
Schedule Prepared By | Elliot Nguyen, Calderwood & Harkness LLP
Schedule Reviewed By | Sylvia Hartwell, Calderwood & Harkness LLP
Date Prepared | May 2023
[sheet: Annuity Computation]
Line | Description | Value | Reference
1 | Fair Market Value of Property Transferred (Pre-discount) | $80,000,000 | Ashford Valuation Group appraisal; Stonecrest 59.7% interest
2 | Combined Valuation discount (Lack of Marketability + Lack of Control) | 25% | Ashford Valuation Group report
3 | Fair Market Value of Property Transferred (Post-discount, for gift tax) | $60,000,000 | Line 1 × (1 – Line 2)
4 | Note: Annuity calculation uses pre-discount FMV ($80,000,000) as trust corpus | IRC § 2702; Treas. Reg. § 25.2702-3
5 | Applicable § 7520 Rate | 5.0% | April 2023 rate per IRS Rev. Rul.
6 | GRAT Term (years) | 3 | Trust Agreement § ___
7 | Grantor Age at Funding | 67 | DOB: March 14, 1956; Funding: May 1, 2023
8 | Annuity Factor (3-year term certain at 5.0%) | 2.723248 | IRS Table B / actuarial factor
9 | Required Annuity to Zero Out Gift = Corpus ÷ Annuity Factor | $29,375,859 | $80,000,000 ÷ 2.723248
10 | Present Value of Annuity Stream (verification) | $80,000,000 | Line 9 × Line 8
11 | Value of Retained Annuity Interest | $80,000,000 | Equals trust corpus
12 | Value of Remainder Interest (Gift Value) | $0 | Line 1 – Line 11
13 | Taxable Gift | $0 | Zeroed-out GRAT; no gift tax due
14 | Mortality Adjustment Factor | Included per IRS Table 2000CM | Grantor survival probability during 3-year term at age 67
15 | Note: If grantor dies during GRAT term, annuity ceases and trust corpus returns to grantor's estate | Trust Agreement mortality contingency provision
[sheet: Payment Schedule]
Payment No. | Payment Due Date | Annual Annuity Payment | Cumulative Annuity Paid | Remaining Payments | Payment Form / Notes
1 | May 1, 2024 | $29,375,859 | $29,375,859 | 2 | Payment may be made in cash or in kind (Stonecrest membership interests or other trust property at FMV). If in kind, requires contemporaneous valuation.
2 | May 1, 2025 | $29,375,859 | $58,751,718 | 1 | Payment may be made in cash or in kind at FMV.
3 | May 1, 2026 | $29,375,859 | $88,127,577 | 0 | Final annuity payment. Upon completion, remainder interest passes to Caldwell Family Dynasty Trust.
Total | $88,127,577 | $88,127,577 | Sum of all three annual annuity payments over the GRAT term.
[sheet: Underlying Properties]
Property Name / Address | Property Type | Location | Estimated FMV | Pro Rata Share Contributed to GRAT B (59.7%)
440 West Broadway | Mixed-use retail/residential | New York, NY 10012 | $28,000,000 | $16,716,000
15–21 Harrison Street | Luxury residential condo (6 units) | New York, NY 10013 | $19,500,000 | $11,641,500
Stonecrest Office Park I | Class A office | Paramus, NJ 07652 | $22,000,000 | $13,134,000
Stonecrest Office Park II | Class A office | Paramus, NJ 07652 | $18,500,000 | $11,044,500
The Ridgeline at Stamford | Multi-family (120 units) | Stamford, CT 06901 | $16,000,000 | $9,552,000
88 Mercer Street | Retail | New York, NY 10012 | $11,500,000 | $6,865,500
200 West 14th Street | Office/loft conversion | New York, NY 10011 | $8,500,000 | $5,074,500
765 Morris Avenue | Industrial warehouse | Elizabeth, NJ 07208 | $4,200,000 | $2,507,400
12 Elm Court | Single-family (personal investment) | Rye, NY 10580 | $2,800,000 | $1,671,600
44 Prospect Lane | Single-family (personal investment) | Westport, CT 06880 | $1,800,000 | $1,074,600
9 Birch Hill Road | Vacant land (3.2 acres) | Bedford, NY 10506 | $1,200,000 | $716,400
TOTAL | $134,000,000 | $79,998,000
[sheet: Excess Growth Illustration]
Scenario | Assumed Annual Return | Year 1 Beginning Balance | Year 1 Growth | Year 1 Annuity Payment | Year 1 Ending Balance | Year 2 Beginning Balance | Year 2 Growth | Year 2 Annuity Payment | Year 2 Ending Balance | Year 3 Beginning Balance | Year 3 Growth | Year 3 Annuity Payment | Year 3 Ending Balance / Remainder to Dynasty Trust
Below Hurdle | 4% | $80,000,000 | $3,200,000 | $29,375,859 | $53,824,141 | $53,824,141 | $2,152,966 | $29,375,859 | $26,601,248 | $26,601,248 | $1,064,050 | $29,375,859 | −$1,710,561 (shortfall; remainder = $0)
At Hurdle (§ 7520 Rate) | 5% | $80,000,000 | $4,000,000 | $29,375,859 | $54,624,141 | $54,624,141 | $2,731,207 | $29,375,859 | $27,979,489 | $27,979,489 | $1,398,974 | $29,375,859 | ≈$2,604 (zeroed out by design; ≈$0)
Moderate Outperformance | 8% | $80,000,000 | $6,400,000 | $29,375,859 | $57,024,141 | $57,024,141 | $4,561,931 | $29,375,859 | $32,210,213 | $32,210,213 | $2,576,817 | $29,375,859 | $5,411,171
Strong Outperformance | 10% | $80,000,000 | $8,000,000 | $29,375,859 | $58,624,141 | $58,624,141 | $5,862,414 | $29,375,859 | $35,110,696 | $35,110,696 | $3,511,070 | $29,375,859 | $9,245,907
[sheet: Notes & Disclaimers]
Note No. | Description
1 | This annuity payment schedule is prepared in connection with the Caldwell 2023 Realty GRAT (GRAT B) trust agreement executed May 1, 2023 by Jonathan R. Caldwell as grantor.
2 | The annuity is calculated on the pre-discount fair market value of the contributed Stonecrest Realty Holdings LLC membership interest ($80,000,000). The 25% combined lack-of-marketability and lack-of-control discount ($80M to $60M) applies for gift tax reporting purposes on Form 709 but does not affect the annuity amount.
3 | The § 7520 rate of 5.0% for April 2023 is used as the applicable discount rate per IRC § 7520 and Treas. Reg. § 25.7520-1. The rate was published by the IRS for the month of funding.
4 | The GRAT is a zeroed-out GRAT under IRC § 2702, meaning the present value of the retained annuity interest equals the full value of the property transferred, resulting in a taxable gift of $0.
5 | Annuity payments may be made in cash or in kind (i.e., distribution of Stonecrest membership interests or other trust property at then-current fair market value). In-kind distributions require contemporaneous fair market value determination.
6 | If the grantor (Jonathan R. Caldwell) dies during the 3-year annuity term, the GRAT terminates and the trust corpus is included in the grantor's gross estate under IRC § 2036.
7 | Upon completion of all three annuity payments, the remainder interest (if any) passes to the Caldwell Family Dynasty Trust (Delaware situs; co-trustees: Thomas R. Caldwell and Northgate Trust Company of Delaware).
8 | The excess growth illustration on the 'Excess Growth Illustration' sheet is for planning purposes only and does not constitute a guarantee of investment performance. Actual results will depend on the performance of the underlying Stonecrest Realty Holdings LLC assets.
9 | Valuation of the Stonecrest membership interests was performed by Ashford Valuation Group LLC (Dr. Leonard K. Whitfield, ASA, Managing Partner) with appraisal reports received June 15, 2023.
10 | Annuity computation verified by Sylvia Hartwell, Specialist Partner (Tax), Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, NY 10152.
11 | Gift tax return (Form 709) for the 2023 tax year is being prepared by Calderwood & Harkness LLP in coordination with Strathmore Corporation & Greaves LLP (Martin J. Prescott, CPA, Senior Partner).
12 | GST exemption cannot be allocated to the GRAT remainder during the GRAT term due to the estate tax inclusion period (ETIP) rules under IRC § 2642(f). GST allocation will be made upon termination of the GRAT when the remainder pours into the Dynasty Trust.
13 | Caldwell's remaining lifetime gift tax exemption after the Dynasty Trust initial funding ($5,000,000) is $1,170,000 ($12,920,000 2023 exemption – $6,750,000 prior taxable gifts – $5,000,000 dynasty trust gift). No exemption is consumed by the zeroed-out GRATs.
14 | Schedule prepared by Elliot Nguyen, Working Associate, Calderwood & Harkness LLP. Reviewed by Sylvia Hartwell, Specialist Partner (Tax), Calderwood & Harkness LLP.

[sheet: GRAT Summary]

Record

Parties

Dates

Amounts