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INITIAL CONTRIBUTION AGREEMENT

by and between

JONATHAN R. CALDWELL and ELEANOR V. CALDWELL

as Donors,

and

THE CALDWELL FAMILY FOUNDATION

as Donee

Dated as of April 1, 2023

This Agreement documents the initial charitable cash contribution of Ten Million Dollars ($10,000,000) to The Caldwell Family Foundation

INITIAL CONTRIBUTION AGREEMENT

This INITIAL CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of April 1, 2023 (the "Effective Date"), by and between:

JONATHAN ROBERT CALDWELL, an individual residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021 (Social Security Number ending in 4781) ("Jonathan R. Caldwell");

ELEANOR VICTORIA CALDWELL, an individual residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021 (Social Security Number ending in 6203) ("Eleanor V. Caldwell" and, together with Jonathan R. Caldwell, the "Donors" and each individually a "Donor"); and

THE CALDWELL FAMILY FOUNDATION, a New York not-for-profit corporation organized under the New York Not-for-Profit Corporation Law (NY N-PCL), with its principal office at 330 Madison Avenue, Suite 2401, New York, New York 10017, Employer Identification Number 88-3021547 (the "Foundation" or the "Donee").

The Donors and the Foundation are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS:

A. The Foundation was incorporated on March 20, 2023, under the New York Not-for-Profit Corporation Law, and filed its Certificate of Incorporation with the New York Department of State (DOS Filing No. 230320-001847) on such date. The Foundation was organized and operates exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and is classified as a private foundation under Section 509(a) of the Code;

B. The Foundation filed Internal Revenue Service Form 1023 (Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code) with the Internal Revenue Service on May 15, 2023, and received a favorable determination letter from the Internal Revenue Service dated July 14, 2023, recognizing the Foundation as an organization exempt from federal income taxation under Section 501(c)(3) of the Code and classified as a private foundation under Section 509(a) of the Code. This Agreement was executed in anticipation of such determination; the favorable determination has since been received and is in full force and effect;

C. The Donors desire to make an initial charitable contribution of Ten Million Dollars ($10,000,000) in cash (United States dollars) to the Foundation (the "Contribution") to further the Foundation's charitable mission, which includes support for the arts, education, and environmental conservation, with a particular focus on organizations serving the New York metropolitan area;

D. The Contribution is intended to qualify as a charitable contribution deductible under Section 170 of the Code for federal income tax purposes, subject to the limitations applicable to contributions made to private foundations as set forth in Section 170(b)(1)(D) of the Code;

E. Jonathan R. Caldwell is contributing Five Million Dollars ($5,000,000) and Eleanor V. Caldwell is contributing Five Million Dollars ($5,000,000), with each spouse's contribution separately identifiable and attributable to that spouse for federal income tax purposes;

F. The Donors have been advised by their legal counsel, Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, New York 10152 (Matter No. 1034-00004), and their accountants, Strathmore Corporation & Greaves LLP, 600 Third Avenue, 28th Floor, New York, New York 10016 (Martin J. Prescott, CPA, Senior Partner, Private Client Group), regarding the income tax, gift tax, estate tax, and other tax consequences of this Contribution and the transactions contemplated hereby;

G. Eleanor V. Caldwell has been independently represented by Pemberton, Locke & Strauss LLP, 405 Lexington Avenue, 26th Floor, New York, New York 10174 (Rachel F. Dunlap, Esq., Partner, Private Client), with respect to this Agreement and the broader comprehensive generational estate plan of which it forms a part, and has received independent legal advice regarding her rights and obligations hereunder;

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. All other capitalized terms used herein but not defined in this Article I shall have the meanings assigned to them elsewhere in this Agreement.

1.1 "Agreement" means this Initial Contribution Agreement, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with Section 9.3 hereof.

1.2 "Board" means the Board of Directors of the Foundation, as constituted from time to time in accordance with the Foundation's Certificate of Incorporation and Bylaws. As of the Effective Date, the Board consists of the following individuals: Jonathan R. Caldwell (President), Eleanor V. Caldwell (Vice President), Thomas R. Caldwell (Secretary), Katherine C. Hartfield (Treasurer), Olivia G. Caldwell (Director), and Dr. Margaret P. Elsworth (Independent Director).

1.3 "Code" means the Internal Revenue Code of 1986, as amended from time to time, and all Treasury Regulations promulgated thereunder, and any successor provisions thereto. All references herein to specific sections of the Code shall include any corresponding provisions of any successor statute.

1.4 "Contribution" means the aggregate cash contribution of Ten Million Dollars ($10,000,000) described in Article II of this Agreement, consisting of Five Million Dollars ($5,000,000) contributed by Jonathan R. Caldwell and Five Million Dollars ($5,000,000) contributed by Eleanor V. Caldwell.

1.5 "Disqualified Person" means any person described in Section 4946 of the Code with respect to the Foundation, including, without limitation: (a) the Donors; (b) the Donors' family members, including Thomas R. Caldwell, Katherine C. Hartfield (née Caldwell), Olivia G. Caldwell, and their respective spouses; (c) any corporation, partnership, trust, or estate in which any of the foregoing persons hold a substantial interest (as defined in Section 4946(a)(1)(E) of the Code); (d) any foundation manager (as defined in Section 4946(b) of the Code); and (e) any government official described in Section 4946(c) of the Code.

1.6 "Donors" means Jonathan Robert Caldwell and Eleanor Victoria Caldwell, collectively. Each of Jonathan R. Caldwell and Eleanor V. Caldwell is individually referred to as a "Donor."

1.7 "Effective Date" means April 1, 2023, the date on which this Agreement is executed and delivered by all Parties.

1.8 "Foundation" means The Caldwell Family Foundation, a New York not-for-profit corporation, EIN 88-3021547, and any successor thereto organized for the same or substantially similar charitable purposes.

ARTICLE II — THE CONTRIBUTION

2.1 Amount and Form of Contribution. Subject to the terms and conditions of this Agreement, each Donor hereby irrevocably contributes and donates to the Foundation the following amounts in cash (United States dollars):

(a) Jonathan R. Caldwell hereby contributes Five Million Dollars ($5,000,000) to the Foundation.

(b) Eleanor V. Caldwell hereby contributes Five Million Dollars ($5,000,000) to the Foundation.

Each Donor's share of the Contribution is separately identifiable and shall be attributable solely to that Donor for all federal, state, and local income tax, gift tax, and estate tax purposes. The Contribution shall not be treated as community property or as a joint gift for any tax purpose, as each Donor is making an independent contribution from his or her separate assets.

2.2 Delivery and Timing. The Contribution shall be delivered on or before the Effective Date by wire transfer of immediately available funds from accounts designated by each Donor to the bank account designated by the Foundation, in accordance with the wire transfer instructions set forth in Exhibit A attached hereto. The Foundation, acting through its Treasurer, Katherine C. Hartfield, or such other authorized officer as the Board may designate, shall provide final wire transfer instructions to each Donor not later than two (2) business days prior to the anticipated transfer date.

Upon receipt of the Contribution (or any portion thereof), the Foundation shall provide written confirmation of receipt to each Donor within five (5) business days of the date of receipt. Such written confirmation shall set forth the amount received, the date of receipt, and the identity of the contributing Donor.

2.3 Irrevocability. The Contribution is irrevocable and unconditional upon delivery of the wire transfer to the Foundation's designated bank account. Upon delivery, the Donors shall have no right to recover, revoke, redirect, or otherwise reclaim the Contribution or any part thereof. The Donors acknowledge that upon delivery, legal and equitable title to the contributed funds shall vest exclusively in the Foundation, free and clear of any interest of the Donors or any other person.

The irrevocability of the Contribution is a material term of this Agreement and is essential to the treatment of the Contribution as a completed gift for purposes of Section 170 and Section 2522 of the Code. The Donors expressly waive any right, whether arising under contract, statute, equity, or otherwise, to seek the return of any portion of the Contribution.

2.4 No Conditions or Restrictions on Use. The Contribution is made as a general, unrestricted gift to the Foundation. The Foundation shall use the Contribution in furtherance of its charitable purposes as set forth in its Certificate of Incorporation and Bylaws, subject to applicable law, the Foundation's governing documents, and the requirements of the Code applicable to private foundations.

No donor-advised fund (as defined in Section 4966(d)(2) of the Code) or similar advisory privilege is created by this Agreement. The Board retains exclusive authority over the investment, management, and disposition of all Foundation assets, including the Contribution. The Donors shall have no right to direct, advise, or influence the Foundation's grant-making or investment decisions, except to the extent that any Donor serves as a member of the Board and exercises his or her fiduciary duties in that capacity.

Nothing in this Section 2.4 shall be construed to prohibit the Donors from communicating their philanthropic interests and priorities to the Board, provided that any such communication shall be advisory only and shall not create any binding obligation on the part of the Foundation.

ARTICLE III — CHARITABLE DEDUCTION PROVISIONS

3.1 Intended Tax Treatment. The Donors intend the Contribution to qualify as a charitable contribution deductible under Section 170(a) of the Code for federal income tax purposes. The Parties acknowledge and agree that:

(a) The Foundation is an organization described in Section 501(c)(3) of the Code and is classified as a private foundation under Section 509(a) of the Code.

(b) Because the Foundation is a private foundation, the charitable deduction for each Donor's cash contribution is subject to the limitation set forth in Section 170(b)(1)(D) of the Code, which limits the deduction for cash contributions to private foundations to thirty percent (30%) of the contributing individual's adjusted gross income for the taxable year in which the contribution is made.

(c) To the extent that either Donor's charitable deduction for the Contribution, when combined with all other charitable contributions made by that Donor during the taxable year, exceeds the applicable percentage limitation under Section 170(b)(1)(D) of the Code, the excess shall be carried forward and treated as a charitable contribution in each of the five (5) succeeding taxable years, in the order and to the extent provided in Section 170(d)(1) of the Code.

(d) The Contribution is a cash contribution and is not subject to the appraisal or substantiation requirements applicable to contributions of property other than cash under Section 170(f)(11) of the Code.

3.2 Allocation Between Donors. For purposes of computing each Donor's charitable contribution deduction under Section 170 of the Code:

(a) Five Million Dollars ($5,000,000) of the Contribution is allocable to Jonathan R. Caldwell and shall be reported on his federal income tax return (Form 1040) for the 2023 taxable year.

(b) Five Million Dollars ($5,000,000) of the Contribution is allocable to Eleanor V. Caldwell and shall be reported on her federal income tax return (Form 1040) for the 2023 taxable year.

(c) Jonathan R. Caldwell's estimated adjusted gross income for the 2022 taxable year is approximately Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), as determined by Strathmore Corporation & Greaves LLP based on his 2022 federal income tax return. Based on estimated 2023 adjusted gross income consistent with prior year levels, the maximum charitable deduction allowable to Jonathan R. Caldwell in the year of the Contribution at the 30% limitation is approximately Six Million Seven Hundred Fifty Thousand Dollars ($6,750,000). Because Jonathan R. Caldwell's $5,000,000 contribution to the Foundation is less than his estimated 30% limitation threshold, the full $5,000,000 may be deductible in 2023, subject to the aggregate effect of all charitable contributions made by Jonathan R. Caldwell during the 2023 taxable year. To the extent that Jonathan R. Caldwell's combined charitable deductions for 2023 exceed the 30% limitation, the excess shall be carried forward for up to five (5) taxable years pursuant to Section 170(d)(1) of the Code. The estimated carryforward, if any, is approximately Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) based on Jonathan R. Caldwell's AGI limitation alone, assuming total charitable contributions exceed the 30% threshold.

(d) Eleanor V. Caldwell's charitable deduction shall be computed separately based on her own adjusted gross income and is subject to the same 30% of AGI limitation under Section 170(b)(1)(D) of the Code and the five-year carryforward provision of Section 170(d)(1) of the Code.

(e) The total charitable deduction attributable to the Contribution is Ten Million Dollars ($10,000,000). The Year 1 maximum deduction (combined, based on Jonathan R. Caldwell's estimated AGI alone) is Six Million Seven Hundred Fifty Thousand Dollars ($6,750,000), with an estimated carryforward of Three Million Two Hundred Fifty Thousand Dollars ($3,250,000), assuming that Jonathan R. Caldwell's AGI limitation applies and that Eleanor V. Caldwell's deduction is computed independently based on her own AGI.

The foregoing estimates are provided for informational purposes only and are subject to adjustment based on the actual adjusted gross incomes of the Donors as reported on their respective 2023 federal income tax returns. Neither the Foundation nor any Party's legal or tax advisors shall be liable for any variance between the estimated and actual deduction amounts.

3.3 Substantiation and Acknowledgment. In compliance with the contemporaneous written acknowledgment requirements of Section 170(f)(8) of the Code and Treasury Regulation § 1.170A-13(f), the Foundation shall provide each Donor with a separate contemporaneous written acknowledgment of the Contribution confirming the following:

(a) The amount of the cash contribution received from that Donor (Five Million Dollars ($5,000,000) per Donor);

(b) A statement that the Foundation did not provide any goods or services in consideration, in whole or in part, for the contribution;

(d) The legal name and Employer Identification Number of the Foundation; and

(e) Such other information as may be required by Section 170(f)(8) of the Code or applicable Treasury Regulations.

The contemporaneous written acknowledgment shall be provided to each Donor no later than the earlier of (i) the date on which the Donor files his or her federal income tax return (Form 1040) for the 2023 taxable year, or (ii) the due date (including extensions) for filing such return. The form of the contemporaneous written acknowledgment is attached hereto as Exhibit B.

3.4 No Quid Pro Quo. The Donors acknowledge and represent that no goods, services, or other consideration of any kind have been or will be provided by the Foundation to the Donors in exchange for, or in connection with, the Contribution. The entire amount of the Contribution constitutes a charitable gift to the Foundation. No portion of the Contribution represents a payment for the purchase of goods, services, memberships, event tickets, or any other item or benefit, whether tangible or intangible.

The Foundation confirms that it has not provided, and will not provide, any goods, services, or other consideration to the Donors in connection with the Contribution, including, without limitation, any preferential naming rights, governance privileges, or other benefits not available to the general public on equal terms. The Donors' service on the Board of Directors of the Foundation is undertaken in their fiduciary capacity as directors and is not conditioned upon, or provided in exchange for, the Contribution.

ARTICLE IV — GIFT TAX TREATMENT

4.1 Gift Tax Deduction. The Contribution is intended to qualify for the federal gift tax charitable deduction under Section 2522(a) of the Code. The Foundation is an organization described in Section 2522(a)(2) of the Code (a corporation organized and operated exclusively for charitable purposes), and accordingly, each Donor's Five Million Dollar ($5,000,000) contribution to the Foundation is fully deductible for federal gift tax purposes under Section 2522(a) of the Code.

Because the Contribution is fully deductible for federal gift tax purposes, no gift tax liability is expected to arise from the Contribution, and the Contribution is not expected to reduce either Donor's applicable exclusion amount (lifetime gift and estate tax exemption) under Section 2010(c) of the Code.

4.2 Reporting on Gift Tax Return. Notwithstanding the availability of the gift tax charitable deduction:

(a) Jonathan R. Caldwell's Five Million Dollar ($5,000,000) gift to the Foundation will be reported on his 2023 federal gift tax return (IRS Form 709, United States Gift (and Generation-Skipping Transfer) Tax Return), as required by the Code and applicable regulations. Jonathan R. Caldwell's 2023 Form 709 will also report other transfers made as part of the comprehensive generational estate plan described in Article VIII of this Agreement, including:

(i) Gifts to the Caldwell Family Dynasty Trust in the aggregate amount of Five Million Dollars ($5,000,000), utilizing a portion of Jonathan R. Caldwell's remaining lifetime gift tax exemption (applicable exclusion amount) of Six Million One Hundred Seventy Thousand Dollars ($6,170,000) prior to plan implementation, thereby reducing the remaining applicable exclusion amount to approximately One Million One Hundred Seventy Thousand Dollars ($1,170,000);

(ii) Funding transfers to the Caldwell 2023 Securities GRAT, Caldwell 2023 Realty GRAT, and Caldwell 2023 Carried Interest GRAT, each structured as a zeroed-out grantor retained annuity trust with a taxable gift value of zero dollars ($0); and

(iii) Annual exclusion gifts made to the Caldwell Family Insurance Trust (ILIT) for payment of premiums on the second-to-die universal life insurance policy issued by Beacon Life Assurance Company (Policy No. BLA-2023-77419), with a death benefit of Fifteen Million Dollars ($15,000,000).

(b) Eleanor V. Caldwell's Five Million Dollar ($5,000,000) gift to the Foundation will be reported on her 2023 federal gift tax return (Form 709), if required under the Code and applicable regulations.

(c) All gift tax returns referenced in this Section 4.2 will be prepared by Strathmore Corporation & Greaves LLP (Martin J. Prescott, CPA, Senior Partner, Private Client Group) in coordination with Calderwood & Harkness LLP (Sylvia Hartwell, Specialist Partner, Tax; Victoria Chambers, Responsible Partner), and will be filed on or before the applicable due date (including extensions) for the 2023 taxable year.

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE DONORS

Each Donor, severally and not jointly, represents and warrants to the Foundation as of the Effective Date as follows:

5.1 Capacity and Authority. Each Donor represents and warrants that he or she is a natural person of legal age under the laws of the State of New York, is of sound mind, and has full legal capacity and authority to execute and deliver this Agreement and to make the Contribution contemplated herein. Each Donor has taken all actions necessary to authorize his or her execution and delivery of this Agreement and the performance of his or her obligations hereunder. This Agreement constitutes the legal, valid, and binding obligation of each Donor, enforceable against each Donor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

5.2 Voluntary Contribution. Each Donor represents and warrants that the Contribution is made voluntarily, without duress, undue influence, fraud, coercion, or misrepresentation, and after consultation with independent legal, tax, and financial advisors of the Donor's own choosing. Each Donor has had the opportunity to review this Agreement with his or her own counsel, to ask questions, and to receive satisfactory answers regarding the terms and consequences of this Agreement and the Contribution.

Eleanor V. Caldwell specifically represents and warrants that she has been independently advised by Rachel F. Dunlap, Esq., of Pemberton, Locke & Strauss LLP, 405 Lexington Avenue, 26th Floor, New York, New York 10174, with respect to this Agreement, the Contribution, and the broader comprehensive generational estate plan of which this Agreement forms a part. Eleanor V. Caldwell confirms that she has had the opportunity to consult with Ms. Dunlap privately and without the presence of Jonathan R. Caldwell or any attorney or advisor of Jonathan R. Caldwell, and that she enters into this Agreement freely and with full knowledge and understanding of its terms.

5.3 Ownership and Title. Each Donor represents and warrants that the funds constituting his or her portion of the Contribution are the separate property of that Donor. Under the laws of the State of New York, which does not recognize community property, all property of Jonathan R. Caldwell and Eleanor V. Caldwell is separate property. Each Donor represents that his or her portion of the Contribution is free and clear of all liens, encumbrances, pledges, security interests, attachments, levies, claims, restrictions, and interests of any kind, whether voluntary or involuntary, choate or inchoate, and that no other person has any right, title, or interest in or claim to any portion of the contributed funds.

5.4 No Self-Dealing Purpose. Each Donor represents and warrants that the Contribution is not being made in exchange for, or in expectation of, any act of self-dealing (as defined in Section 4941 of the Code) by the Foundation, any Disqualified Person, or any other person. Neither Donor has received, or expects to receive, directly or indirectly, any economic benefit, financial advantage, property, or service from the Foundation in connection with the Contribution. The Contribution is motivated solely by charitable intent and the desire to further the Foundation's charitable mission.

Each Donor further represents that he or she has not entered into, and will not enter into, any agreement, arrangement, or understanding, whether formal or informal, written or oral, pursuant to which the Foundation will make any payment, provide any benefit, or take any action that would constitute an act of self-dealing under Section 4941 of the Code in connection with or as a result of the Contribution.

5.5 Tax Advice. Each Donor acknowledges having received independent and comprehensive tax advice from Strathmore Corporation & Greaves LLP (Martin J. Prescott, CPA, Senior Partner, Private Client Group) and legal advice from Calderwood & Harkness LLP (Sylvia Hartwell, Specialist Partner, Tax; Victoria Chambers, Responsible Partner) regarding the federal, state, and local tax consequences of the Contribution, including, without limitation:

(a) The income tax deduction limitations applicable to cash contributions to private foundations under Section 170(b)(1)(D) of the Code;

(b) The five-year carryforward of excess charitable contributions under Section 170(d)(1) of the Code;

(d) The federal gift tax treatment of the Contribution and the availability of the gift tax charitable deduction under Section 2522(a) of the Code;

(e) The federal estate tax implications of the Contribution, including the impact on each Donor's gross estate and taxable estate;

(f) The private foundation excise tax regime applicable to the Foundation under Sections 4940 through 4946 of the Code, including the excise tax on net investment income, the prohibition on acts of self-dealing, the minimum distribution requirements, excess business holdings restrictions, jeopardizing investment prohibitions, and taxable expenditure rules; and

(g) The potential applicability of New York State and New York City income tax deduction limitations.

Each Donor acknowledges that neither the Foundation nor any of its directors, officers, agents, or advisors has provided or purported to provide tax advice to the Donors in connection with the Contribution.

5.6 Marital Status. Jonathan R. Caldwell and Eleanor V. Caldwell represent and warrant that they are married to each other, having been married since 1985, and that they continue to be married as of the Effective Date. Each Donor is making his or her portion of the Contribution from his or her own separate assets. The Contribution is not being made from jointly held funds or from property that is subject to any marital property agreement, prenuptial agreement, or postnuptial agreement that would affect the Donors' ability to make the Contribution or alter the tax treatment described herein.

ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF THE FOUNDATION

The Foundation represents and warrants to each Donor as of the Effective Date as follows:

6.1 Organization and Good Standing. The Foundation represents and warrants that it is a not-for-profit corporation duly organized, validly existing, and in good standing under the laws of the State of New York, having been incorporated on March 20, 2023, by the filing of its Certificate of Incorporation with the New York Department of State (DOS Filing No. 230320-001847). The Foundation has full corporate power and authority to conduct its business and affairs as presently conducted and to accept the Contribution contemplated by this Agreement. The Foundation has adopted Bylaws and all other governing documents necessary for the conduct of its operations.

6.2 Tax-Exempt Status. The Foundation represents and warrants that:

(a) It filed IRS Form 1023 (Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code) with the Internal Revenue Service on May 15, 2023;

(b) It has received a favorable determination letter from the Internal Revenue Service dated July 14, 2023, recognizing the Foundation as an organization exempt from federal income taxation under Section 501(c)(3) of the Code and classified as a private foundation under Section 509(a) of the Code;

(d) The Foundation has not received any notice or communication from the Internal Revenue Service or any other governmental authority proposing or threatening the revocation, modification, or limitation of its tax-exempt status;

(e) The Foundation has not engaged in any activity that would jeopardize its tax-exempt status under Section 501(c)(3) of the Code; and

(f) The Foundation's tax-exempt status is effective as of the date of its incorporation, March 20, 2023, in accordance with Section 508 of the Code and the terms of its determination letter.

6.3 Use of Contribution. The Foundation represents and warrants that it will use the Contribution exclusively for purposes described in Section 501(c)(3) of the Code and in strict accordance with its Certificate of Incorporation, Bylaws, and applicable grant-making policies. The Foundation's stated charitable mission is to support the arts, education, and environmental conservation, with a particular focus on organizations serving the New York metropolitan area.

The Foundation further represents that no portion of the Contribution will be used for any purpose that is not a charitable, educational, or scientific purpose within the meaning of Section 501(c)(3) of the Code, and that no portion of the Contribution will inure to the benefit of any private individual, Disqualified Person, or insider, except as may be permitted by Section 501(c)(3) of the Code and applicable Treasury Regulations.

6.4 Compliance with Private Foundation Rules. The Foundation represents and warrants that it will comply with all provisions of the Code applicable to private foundations, including, without limitation:

(a) Section 4940 — Excise Tax on Net Investment Income. The Foundation shall pay the excise tax imposed on its net investment income under Section 4940 of the Code, as required by law. The Foundation shall maintain accurate records of its investment income and gains and shall file the applicable tax returns in a timely manner.

(b) Section 4941 — Prohibition on Acts of Self-Dealing. The Foundation shall not engage in, and shall take all reasonable steps to prevent, any act of self-dealing (as defined in Section 4941(d) of the Code) between the Foundation and any Disqualified Person. The Foundation has adopted a comprehensive Conflict of Interest Policy, effective as of its organizational meeting, designed to identify and prevent potential self-dealing transactions.

(c) Section 4942 — Minimum Distribution Requirement. The Foundation shall distribute, in the form of qualifying distributions, at least five percent (5%) of the fair market value of its net investment assets annually, as required by Section 4942 of the Code. Based on the initial Contribution of Ten Million Dollars ($10,000,000), the Foundation's Year 1 minimum distribution target is approximately Five Hundred Thousand Dollars ($500,000), subject to adjustment based on the actual fair market value of the Foundation's net investment assets.

(d) Section 4943 — Excess Business Holdings. The Foundation shall not hold excess business holdings (as defined in Section 4943(c) of the Code) in any business enterprise and shall take all actions necessary to dispose of any excess holdings within the time periods prescribed by law.

(e) Section 4944 — Jeopardizing Investments. The Foundation shall not make any investment that would jeopardize the carrying out of its exempt purposes (within the meaning of Section 4944 of the Code). The Foundation's investment activities shall be conducted in accordance with the Foundation's Investment Policy Statement, as described in Section 7.1(d) hereof.

(f) Section 4945 — Taxable Expenditures. The Foundation shall not make any taxable expenditure (as defined in Section 4945(d) of the Code), including, without limitation, expenditures for lobbying, electioneering, grants to individuals (except in compliance with the pre-approved procedure requirements of Section 4945(g) of the Code), grants to non-public charities (except with the exercise of expenditure responsibility under Section 4945(h) of the Code), or any expenditure for a purpose other than a charitable, educational, or scientific purpose.

6.5 Authority. The Foundation represents and warrants that its Board of Directors has duly authorized the acceptance of the Contribution by resolution adopted at the organizational meeting of the Board, a copy of which is attached hereto as Exhibit C. The acceptance of the Contribution is consistent with the Foundation's Certificate of Incorporation, Bylaws, and the Foundation's Gift Acceptance Policy, which was adopted by the Board at such organizational meeting. No further action by the Board, the Members, or any other person or entity is required to authorize the Foundation to accept the Contribution and to perform its obligations under this Agreement.

6.6 No Compensation to Family Directors. The Foundation represents and warrants that no compensation is paid, or will be paid, to any family-member director of the Foundation for his or her service on the Board of Directors. As of the Effective Date, the following individuals are family-member directors: Jonathan R. Caldwell, Eleanor V. Caldwell, Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell. The absence of compensation for family-member directors is consistent with the Foundation's policy of ensuring compliance with the self-dealing prohibitions of Section 4941 of the Code, which generally prohibits the payment of compensation by a private foundation to a Disqualified Person unless such compensation is reasonable and necessary and is for personal services that are reasonable and necessary to carry out the Foundation's exempt purposes.

The Foundation acknowledges that reasonable compensation may be paid to Dr. Margaret P. Elsworth, the Independent Director, for her service on the Board, to the extent approved by the Board and consistent with applicable law, including Section 4941 of the Code (Dr. Elsworth is not a Disqualified Person with respect to the Foundation as of the Effective Date).

ARTICLE VII — COVENANTS

7.1 Foundation Covenants. The Foundation hereby covenants and agrees with each Donor as follows:

(a) Maintenance of Tax-Exempt Status. The Foundation shall take all actions necessary and appropriate to maintain its tax-exempt status under Section 501(c)(3) of the Code and its classification as a private foundation under Section 509(a) of the Code. The Foundation shall not engage in any activity or transaction that would jeopardize, impair, or result in the revocation of its tax-exempt status.

(b) Timely Filing of Returns. The Foundation shall file all required tax returns and information returns, including IRS Form 990-PF (Return of Private Foundation or Section 4947(a)(1) Trust Treated as Private Foundation), on a timely basis (including extensions, if applicable) for each taxable year. The Foundation shall also file all required state and local returns and reports, including the New York State Charities Bureau annual filing (CHAR500) and any other filings required by the New York Attorney General's office.

(c) Minimum Distribution Requirement. The Foundation shall satisfy the five percent (5%) minimum distribution requirement under Section 4942 of the Code for each taxable year. The Foundation shall monitor its qualifying distributions throughout each taxable year and shall make such additional distributions as may be necessary to meet the minimum distribution requirement before the end of the applicable distribution period.

(d) Investment of Contribution. The Foundation shall invest the Contribution, and all other Foundation assets, in accordance with the Foundation's Investment Policy Statement (the "IPS"), which has been prepared in consultation with Havensbrook Wealth Advisors LLC (Diana R. Linden, CFP®, Managing Director, Family Office Services, 900 Third Avenue, 18th Floor, New York, New York 10022). The IPS shall be reviewed by the Board at least annually and shall be updated as necessary to reflect changes in the Foundation's financial circumstances, investment objectives, market conditions, and applicable legal requirements. All investment decisions shall be made with due regard for the Foundation's fiduciary obligations, the jeopardizing investment prohibitions of Section 4944 of the Code, and the prudent investor standard applicable under New York law.

(e) Books and Records. The Foundation shall maintain complete and accurate books and records sufficient to (i) substantiate the Donors' charitable deductions under Section 170 of the Code, (ii) comply with all tax reporting requirements applicable to private foundations, (iii) demonstrate compliance with the minimum distribution requirements of Section 4942 of the Code, and (iv) facilitate the preparation and filing of the Foundation's annual information returns and all other required filings.

(f) Written Acknowledgment. The Foundation shall provide each Donor with a contemporaneous written acknowledgment of the Contribution in compliance with Section 170(f)(8) of the Code within the time period specified in Section 3.3 of this Agreement, in substantially the form attached hereto as Exhibit B.

7.2 Donor Covenants. Each Donor hereby covenants and agrees with the Foundation as follows:

(a) Income Tax Reporting. Each Donor shall report his or her portion of the Contribution on his or her federal income tax return (Form 1040) for the 2023 taxable year and shall claim the charitable contribution deduction attributable to such contribution, subject to the applicable 30% of AGI limitation under Section 170(b)(1)(D) of the Code. Each Donor shall comply with all substantiation and reporting requirements applicable to the deduction, including the requirement to maintain the contemporaneous written acknowledgment provided by the Foundation.

(b) Gift Tax Reporting. Each Donor shall report his or her portion of the Contribution on his or her federal gift tax return (Form 709) for the 2023 taxable year, to the extent required by the Code and applicable regulations, and shall claim the gift tax charitable deduction under Section 2522(a) of the Code.

(c) Cooperation. Each Donor shall cooperate with the Foundation in providing such information as the Foundation may reasonably request for purposes of the Foundation's compliance with applicable tax laws, reporting obligations, and regulatory requirements. Such cooperation shall include, without limitation, providing information necessary for the preparation and filing of the Foundation's Form 990-PF and any required state filings.

(d) Prohibited Transactions. Each Donor shall refrain from directing, requesting, or encouraging the Foundation to engage in any act of self-dealing (as defined in Section 4941 of the Code), any taxable expenditure (as defined in Section 4945 of the Code), or any other prohibited transaction under Sections 4941 through 4945 of the Code. Each Donor acknowledges that the Foundation's Board of Directors has the exclusive authority and fiduciary responsibility to manage the Foundation's affairs in compliance with applicable law.

ARTICLE VIII — RELATIONSHIP TO ESTATE PLAN

8.1 Context of Contribution. The Contribution is made as one component of a comprehensive generational estate plan for Jonathan R. Caldwell and Eleanor V. Caldwell, designed and implemented by Calderwood & Harkness LLP (Matter No. 1034-00004, Billing Code 78412-JRC). The comprehensive estate plan includes, in addition to this Contribution, the following components:

(a) Grantor Retained Annuity Trusts (GRATs). Three separate grantor retained annuity trusts have been established by Jonathan R. Caldwell:

(i) The Caldwell 2023 Securities GRAT, funded with a portfolio of publicly traded securities;

(ii) The Caldwell 2023 Realty GRAT, funded with interests in certain real estate holdings; and

(iii) The Caldwell 2023 Carried Interest GRAT, funded with carried interest allocations from certain private equity fund investments.

Each GRAT is structured as a zeroed-out grantor retained annuity trust, with the annuity payments calculated to produce a taxable gift value of zero dollars ($0) based on the applicable Section 7520 rate at the time of funding.

(b) Caldwell Family Dynasty Trust. A dynasty trust established under Delaware law (the "Dynasty Trust"), with Northgate Trust Company of Delaware serving as institutional co-trustee and Thomas R. Caldwell serving as individual co-trustee. The Dynasty Trust was funded with an initial contribution of Five Million Dollars ($5,000,000) from Jonathan R. Caldwell, utilizing a portion of his remaining lifetime gift tax exemption (applicable exclusion amount) of Six Million One Hundred Seventy Thousand Dollars ($6,170,000) prior to implementation of the estate plan, thereby reducing Jonathan R. Caldwell's remaining applicable exclusion amount to approximately One Million One Hundred Seventy Thousand Dollars ($1,170,000).

(c) Caldwell Family Insurance Trust (ILIT). An irrevocable life insurance trust holding a Fifteen Million Dollar ($15,000,000) second-to-die universal life insurance policy issued by Beacon Life Assurance Company (Policy No. BLA-2023-77419) on the joint lives of Jonathan R. Caldwell and Eleanor V. Caldwell. Annual premium gifts to the ILIT are structured to qualify for the annual gift tax exclusion under Section 2503(b) of the Code through the use of Crummey withdrawal powers.

(d) Amended and Restated Caldwell Revocable Trust. Jonathan R. Caldwell has executed an amended and restated declaration of trust for the Caldwell Revocable Trust, incorporating updated dispositive provisions, updated fiduciary appointment provisions, and coordination with the other estate plan components.

(e) Pour-Over Will. Jonathan R. Caldwell has executed a new pour-over Last Will and Testament, directing that any assets of his probate estate be distributed to the Caldwell Revocable Trust.

The foregoing description is provided solely for context and does not create any rights or obligations with respect to the other estate plan components.

8.2 No Cross-Collateralization. The Contribution is independent of, and is not collateral to, cross-collateralized with, or conditioned upon, any other structure or component of the comprehensive estate plan described in Section 8.1. The Foundation's assets, including the Contribution, shall not be used to satisfy any obligation of the Donors under any GRAT, trust, insurance arrangement, or other structure. The Foundation shall not guarantee, secure, or otherwise support any liability or obligation of the Donors, any Disqualified Person, or any entity in which any such person holds an interest. The Foundation's charitable mission and fiduciary obligations are entirely separate from the Donors' personal estate planning objectives.

8.3 Estimated Tax Impact. The Parties acknowledge, for informational purposes only, the following estimates regarding the projected tax impact of the Contribution and the comprehensive estate plan:

(a) Absent the comprehensive estate plan, Jonathan R. Caldwell's estimated gross estate is approximately Three Hundred Million Dollars ($300,000,000), which would be subject to estimated federal estate tax of approximately One Hundred Seventeen Million Five Hundred Thirty-Two Thousand Dollars ($117,532,000), based on a remaining applicable exclusion amount of Six Million One Hundred Seventy Thousand Dollars ($6,170,000) (resulting in a taxable estate of approximately Two Hundred Ninety-Three Million Eight Hundred Thirty Thousand Dollars ($293,830,000) at a marginal federal estate tax rate of 40%).

(b) The Contribution, together with the other elements of the comprehensive estate plan, is projected to reduce Jonathan R. Caldwell's taxable estate by approximately Sixty Million Dollars ($60,000,000) to Seventy-Five Million Dollars ($75,000,000), and to achieve estimated federal estate tax savings of approximately Twenty-Four Million Dollars ($24,000,000) to Thirty Million Dollars ($30,000,000).

(c) The foregoing estimates are based on assumptions regarding asset values, investment returns, mortality, and applicable law as of the Effective Date, and are subject to change based on actual future events. These estimates do not constitute guarantees or predictions of actual tax outcomes.

ARTICLE IX — MISCELLANEOUS PROVISIONS

9.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in the County of New York, and the United States District Court for the Southern District of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement.

9.2 Entire Agreement. This Agreement, together with the Exhibits attached hereto, constitutes the entire agreement between the Donors and the Foundation with respect to the Contribution and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, agreements, and commitments of any kind, whether written or oral, between the Parties with respect to the subject matter hereof. No Party has relied upon any statement, representation, warranty, or agreement of any other Party except as expressly set forth in this Agreement.

9.3 Amendment. This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by all Parties hereto. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought, and no such waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.

9.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The Parties shall negotiate in good faith to replace any such provision with a valid and enforceable provision that, to the greatest extent possible, achieves the economic, legal, and practical intent of the original provision.

9.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile, portable document format (.pdf), or other electronic transmission shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original counterpart.

9.6 Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given (a) when delivered personally, (b) one (1) business day after being sent by nationally recognized overnight courier service (with tracking and confirmation of delivery), or (c) three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid, addressed to the Parties at the following addresses (or at such other address as a Party may designate by written notice to the other Parties):

If to Jonathan R. Caldwell: Jonathan R. Caldwell 418 East 72nd Street, Apt. 14A New York, New York 10021

If to Eleanor V. Caldwell: Eleanor V. Caldwell 418 East 72nd Street, Apt. 14A New York, New York 10021

If to The Caldwell Family Foundation: The Caldwell Family Foundation 330 Madison Avenue, Suite 2401 New York, New York 10017

Attn: Thomas R. Caldwell, Secretary

With a copy (which shall not constitute notice) to: Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152

Attn: Victoria Chambers, Esq.

With a copy (which shall not constitute notice) to: Strathmore Corporation & Greaves LLP 600 Third Avenue, 28th Floor New York, New York 10016

Attn: Martin J. Prescott, CPA

9.7 No Third-Party Beneficiaries. This Agreement is made solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, claim, or remedy of any nature whatsoever under or by reason of this Agreement, except as expressly provided herein.

9.8 Tax Reporting Cooperation. The Parties agree to cooperate fully and in good faith in the preparation and filing of all tax returns, information returns, reports, and other filings related to the Contribution, including, without limitation:

(a) IRS Form 709 (United States Gift (and Generation-Skipping Transfer) Tax Return);

(b) IRS Form 1040 (U.S. Individual Income Tax Return), including Schedule A (Itemized Deductions);

(d) New York State income tax returns and any New York City income tax returns; and

(e) Any other federal, state, or local tax returns or filings that may be required in connection with the Contribution.

Each Party shall promptly provide the other Parties with such information, documents, and records as may be reasonably necessary for the preparation and filing of any such returns and reports. The Parties acknowledge that the timely and accurate filing of all tax returns and reports is essential to the proper tax treatment of the Contribution and to the Foundation's continued tax-exempt status.

[SIGNATURE PAGES FOLLOW]

SIGNATURE PAGE TO INITIAL CONTRIBUTION AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Initial Contribution Agreement as of the date first written above.

DONORS

JONATHAN R. CALDWELL

________________________________________

Jonathan R. Caldwell, individually

Date: April 1, 2023

Address: 418 East 72nd Street, Apt. 14A

New York, New York 10021

ELEANOR V. CALDWELL

________________________________________

Eleanor V. Caldwell, individually

Date: April 1, 2023

Address: 418 East 72nd Street, Apt. 14A

New York, New York 10021

SIGNATURE PAGE TO INITIAL CONTRIBUTION AGREEMENT

DONEE

THE CALDWELL FAMILY FOUNDATION, a New York not-for-profit corporation

By: ________

Name: Jonathan R. Caldwell

Title: President

Date: April 1, 2023

Address: 330 Madison Avenue, Suite 2401

New York, New York 10017 EIN: 88-3021547

ACCEPTED AND ACKNOWLEDGED BY THE BOARD

INITIAL CONTRIBUTION AGREEMENT
by and between
JONATHAN R. CALDWELL and ELEANOR V. CALDWELL
as Donors,
and
THE CALDWELL FAMILY FOUNDATION
as Donee
Dated as of April 1, 2023
This Agreement documents the initial charitable cash contribution of Ten Million Dollars ($10,000,000) to The Caldwell Family Foundation
TABLE OF CONTENTS
INITIAL CONTRIBUTION AGREEMENT
This INITIAL CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of April 1, 2023 (the "Effective Date"), by and between:
JONATHAN ROBERT CALDWELL, an individual residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021 (Social Security Number ending in 4781) ("Jonathan R. Caldwell");
ELEANOR VICTORIA CALDWELL, an individual residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021 (Social Security Number ending in 6203) ("Eleanor V. Caldwell" and, together with Jonathan R. Caldwell, the "Donors" and each individually a "Donor"); and
THE CALDWELL FAMILY FOUNDATION, a New York not-for-profit corporation organized under the New York Not-for-Profit Corporation Law (NY N-PCL), with its principal office at 330 Madison Avenue, Suite 2401, New York, New York 10017, Employer Identification Number 88-3021547 (the "Foundation" or the "Donee").
The Donors and the Foundation are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. The Foundation was incorporated on March 20, 2023, under the New York Not-for-Profit Corporation Law, and filed its Certificate of Incorporation with the New York Department of State (DOS Filing No. 230320-001847) on such date. The Foundation was organized and operates exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and is classified as a private foundation under Section 509(a) of the Code;
B. The Foundation filed Internal Revenue Service Form 1023 (Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code) with the Internal Revenue Service on May 15, 2023, and received a favorable determination letter from the Internal Revenue Service dated July 14, 2023, recognizing the Foundation as an organization exempt from federal income taxation under Section 501(c)(3) of the Code and classified as a private foundation under Section 509(a) of the Code. This Agreement was executed in anticipation of such determination; the favorable determination has since been received and is in full force and effect;
C. The Donors desire to make an initial charitable contribution of Ten Million Dollars ($10,000,000) in cash (United States dollars) to the Foundation (the "Contribution") to further the Foundation's charitable mission, which includes support for the arts, education, and environmental conservation, with a particular focus on organizations serving the New York metropolitan area;
D. The Contribution is intended to qualify as a charitable contribution deductible under Section 170 of the Code for federal income tax purposes, subject to the limitations applicable to contributions made to private foundations as set forth in Section 170(b)(1)(D) of the Code;
E. Jonathan R. Caldwell is contributing Five Million Dollars ($5,000,000) and Eleanor V. Caldwell is contributing Five Million Dollars ($5,000,000), with each spouse's contribution separately identifiable and attributable to that spouse for federal income tax purposes;
F. The Donors have been advised by their legal counsel, Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, New York 10152 (Matter No. 1034-00004), and their accountants, Strathmore Corporation & Greaves LLP, 600 Third Avenue, 28th Floor, New York, New York 10016 (Martin J. Prescott, CPA, Senior Partner, Private Client Group), regarding the income tax, gift tax, estate tax, and other tax consequences of this Contribution and the transactions contemplated hereby;
G. Eleanor V. Caldwell has been independently represented by Pemberton, Locke & Strauss LLP, 405 Lexington Avenue, 26th Floor, New York, New York 10174 (Rachel F. Dunlap, Esq., Partner, Private Client), with respect to this Agreement and the broader comprehensive generational estate plan of which it forms a part, and has received independent legal advice regarding her rights and obligations hereunder;
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. All other capitalized terms used herein but not defined in this Article I shall have the meanings assigned to them elsewhere in this Agreement.
1.1 "Agreement" means this Initial Contribution Agreement, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with Section 9.3 hereof.
1.2 "Board" means the Board of Directors of the Foundation, as constituted from time to time in accordance with the Foundation's Certificate of Incorporation and Bylaws. As of the Effective Date, the Board consists of the following individuals: Jonathan R. Caldwell (President), Eleanor V. Caldwell (Vice President), Thomas R. Caldwell (Secretary), Katherine C. Hartfield (Treasurer), Olivia G. Caldwell (Director), and Dr. Margaret P. Elsworth (Independent Director).
1.3 "Code" means the Internal Revenue Code of 1986, as amended from time to time, and all Treasury Regulations promulgated thereunder, and any successor provisions thereto. All references herein to specific sections of the Code shall include any corresponding provisions of any successor statute.
1.4 "Contribution" means the aggregate cash contribution of Ten Million Dollars ($10,000,000) described in Article II of this Agreement, consisting of Five Million Dollars ($5,000,000) contributed by Jonathan R. Caldwell and Five Million Dollars ($5,000,000) contributed by Eleanor V. Caldwell.
1.5 "Disqualified Person" means any person described in Section 4946 of the Code with respect to the Foundation, including, without limitation: (a) the Donors; (b) the Donors' family members, including Thomas R. Caldwell, Katherine C. Hartfield (née Caldwell), Olivia G. Caldwell, and their respective spouses; (c) any corporation, partnership, trust, or estate in which any of the foregoing persons hold a substantial interest (as defined in Section 4946(a)(1)(E) of the Code); (d) any foundation manager (as defined in Section 4946(b) of the Code); and (e) any government official described in Section 4946(c) of the Code.
1.6 "Donors" means Jonathan Robert Caldwell and Eleanor Victoria Caldwell, collectively. Each of Jonathan R. Caldwell and Eleanor V. Caldwell is individually referred to as a "Donor."
1.7 "Effective Date" means April 1, 2023, the date on which this Agreement is executed and delivered by all Parties.
1.8 "Foundation" means The Caldwell Family Foundation, a New York not-for-profit corporation, EIN 88-3021547, and any successor thereto organized for the same or substantially similar charitable purposes.
ARTICLE II — THE CONTRIBUTION
2.1 Amount and Form of Contribution. Subject to the terms and conditions of this Agreement, each Donor hereby irrevocably contributes and donates to the Foundation the following amounts in cash (United States dollars):
(a) Jonathan R. Caldwell hereby contributes Five Million Dollars ($5,000,000) to the Foundation.
(b) Eleanor V. Caldwell hereby contributes Five Million Dollars ($5,000,000) to the Foundation.
(c) The aggregate amount of the Contribution is Ten Million Dollars ($10,000,000).
Each Donor's share of the Contribution is separately identifiable and shall be attributable solely to that Donor for all federal, state, and local income tax, gift tax, and estate tax purposes. The Contribution shall not be treated as community property or as a joint gift for any tax purpose, as each Donor is making an independent contribution from his or her separate assets.
2.2 Delivery and Timing. The Contribution shall be delivered on or before the Effective Date by wire transfer of immediately available funds from accounts designated by each Donor to the bank account designated by the Foundation, in accordance with the wire transfer instructions set forth in Exhibit A attached hereto. The Foundation, acting through its Treasurer, Katherine C. Hartfield, or such other authorized officer as the Board may designate, shall provide final wire transfer instructions to each Donor not later than two (2) business days prior to the anticipated transfer date.
Upon receipt of the Contribution (or any portion thereof), the Foundation shall provide written confirmation of receipt to each Donor within five (5) business days of the date of receipt. Such written confirmation shall set forth the amount received, the date of receipt, and the identity of the contributing Donor.
2.3 Irrevocability. The Contribution is irrevocable and unconditional upon delivery of the wire transfer to the Foundation's designated bank account. Upon delivery, the Donors shall have no right to recover, revoke, redirect, or otherwise reclaim the Contribution or any part thereof. The Donors acknowledge that upon delivery, legal and equitable title to the contributed funds shall vest exclusively in the Foundation, free and clear of any interest of the Donors or any other person.
The irrevocability of the Contribution is a material term of this Agreement and is essential to the treatment of the Contribution as a completed gift for purposes of Section 170 and Section 2522 of the Code. The Donors expressly waive any right, whether arising under contract, statute, equity, or otherwise, to seek the return of any portion of the Contribution.
2.4 No Conditions or Restrictions on Use. The Contribution is made as a general, unrestricted gift to the Foundation. The Foundation shall use the Contribution in furtherance of its charitable purposes as set forth in its Certificate of Incorporation and Bylaws, subject to applicable law, the Foundation's governing documents, and the requirements of the Code applicable to private foundations.
No donor-advised fund (as defined in Section 4966(d)(2) of the Code) or similar advisory privilege is created by this Agreement. The Board retains exclusive authority over the investment, management, and disposition of all Foundation assets, including the Contribution. The Donors shall have no right to direct, advise, or influence the Foundation's grant-making or investment decisions, except to the extent that any Donor serves as a member of the Board and exercises his or her fiduciary duties in that capacity.
Nothing in this Section 2.4 shall be construed to prohibit the Donors from communicating their philanthropic interests and priorities to the Board, provided that any such communication shall be advisory only and shall not create any binding obligation on the part of the Foundation.
ARTICLE III — CHARITABLE DEDUCTION PROVISIONS
3.1 Intended Tax Treatment. The Donors intend the Contribution to qualify as a charitable contribution deductible under Section 170(a) of the Code for federal income tax purposes. The Parties acknowledge and agree that:
(a) The Foundation is an organization described in Section 501(c)(3) of the Code and is classified as a private foundation under Section 509(a) of the Code.
(b) Because the Foundation is a private foundation, the charitable deduction for each Donor's cash contribution is subject to the limitation set forth in Section 170(b)(1)(D) of the Code, which limits the deduction for cash contributions to private foundations to thirty percent (30%) of the contributing individual's adjusted gross income for the taxable year in which the contribution is made.
(c) To the extent that either Donor's charitable deduction for the Contribution, when combined with all other charitable contributions made by that Donor during the taxable year, exceeds the applicable percentage limitation under Section 170(b)(1)(D) of the Code, the excess shall be carried forward and treated as a charitable contribution in each of the five (5) succeeding taxable years, in the order and to the extent provided in Section 170(d)(1) of the Code.
(d) The Contribution is a cash contribution and is not subject to the appraisal or substantiation requirements applicable to contributions of property other than cash under Section 170(f)(11) of the Code.
3.2 Allocation Between Donors. For purposes of computing each Donor's charitable contribution deduction under Section 170 of the Code:
(a) Five Million Dollars ($5,000,000) of the Contribution is allocable to Jonathan R. Caldwell and shall be reported on his federal income tax return (Form 1040) for the 2023 taxable year.
(b) Five Million Dollars ($5,000,000) of the Contribution is allocable to Eleanor V. Caldwell and shall be reported on her federal income tax return (Form 1040) for the 2023 taxable year.
(c) Jonathan R. Caldwell's estimated adjusted gross income for the 2022 taxable year is approximately Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), as determined by Strathmore Corporation & Greaves LLP based on his 2022 federal income tax return. Based on estimated 2023 adjusted gross income consistent with prior year levels, the maximum charitable deduction allowable to Jonathan R. Caldwell in the year of the Contribution at the 30% limitation is approximately Six Million Seven Hundred Fifty Thousand Dollars ($6,750,000). Because Jonathan R. Caldwell's $5,000,000 contribution to the Foundation is less than his estimated 30% limitation threshold, the full $5,000,000 may be deductible in 2023, subject to the aggregate effect of all charitable contributions made by Jonathan R. Caldwell during the 2023 taxable year. To the extent that Jonathan R. Caldwell's combined charitable deductions for 2023 exceed the 30% limitation, the excess shall be carried forward for up to five (5) taxable years pursuant to Section 170(d)(1) of the Code. The estimated carryforward, if any, is approximately Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) based on Jonathan R. Caldwell's AGI limitation alone, assuming total charitable contributions exceed the 30% threshold.
(d) Eleanor V. Caldwell's charitable deduction shall be computed separately based on her own adjusted gross income and is subject to the same 30% of AGI limitation under Section 170(b)(1)(D) of the Code and the five-year carryforward provision of Section 170(d)(1) of the Code.
(e) The total charitable deduction attributable to the Contribution is Ten Million Dollars ($10,000,000). The Year 1 maximum deduction (combined, based on Jonathan R. Caldwell's estimated AGI alone) is Six Million Seven Hundred Fifty Thousand Dollars ($6,750,000), with an estimated carryforward of Three Million Two Hundred Fifty Thousand Dollars ($3,250,000), assuming that Jonathan R. Caldwell's AGI limitation applies and that Eleanor V. Caldwell's deduction is computed independently based on her own AGI.
The foregoing estimates are provided for informational purposes only and are subject to adjustment based on the actual adjusted gross incomes of the Donors as reported on their respective 2023 federal income tax returns. Neither the Foundation nor any Party's legal or tax advisors shall be liable for any variance between the estimated and actual deduction amounts.
3.3 Substantiation and Acknowledgment. In compliance with the contemporaneous written acknowledgment requirements of Section 170(f)(8) of the Code and Treasury Regulation § 1.170A-13(f), the Foundation shall provide each Donor with a separate contemporaneous written acknowledgment of the Contribution confirming the following:
(a) The amount of the cash contribution received from that Donor (Five Million Dollars ($5,000,000) per Donor);
(b) A statement that the Foundation did not provide any goods or services in consideration, in whole or in part, for the contribution;
(c) The date of receipt of the Contribution by the Foundation;
(d) The legal name and Employer Identification Number of the Foundation; and
(e) Such other information as may be required by Section 170(f)(8) of the Code or applicable Treasury Regulations.
The contemporaneous written acknowledgment shall be provided to each Donor no later than the earlier of (i) the date on which the Donor files his or her federal income tax return (Form 1040) for the 2023 taxable year, or (ii) the due date (including extensions) for filing such return. The form of the contemporaneous written acknowledgment is attached hereto as Exhibit B.
3.4 No Quid Pro Quo. The Donors acknowledge and represent that no goods, services, or other consideration of any kind have been or will be provided by the Foundation to the Donors in exchange for, or in connection with, the Contribution. The entire amount of the Contribution constitutes a charitable gift to the Foundation. No portion of the Contribution represents a payment for the purchase of goods, services, memberships, event tickets, or any other item or benefit, whether tangible or intangible.
The Foundation confirms that it has not provided, and will not provide, any goods, services, or other consideration to the Donors in connection with the Contribution, including, without limitation, any preferential naming rights, governance privileges, or other benefits not available to the general public on equal terms. The Donors' service on the Board of Directors of the Foundation is undertaken in their fiduciary capacity as directors and is not conditioned upon, or provided in exchange for, the Contribution.
ARTICLE IV — GIFT TAX TREATMENT
4.1 Gift Tax Deduction. The Contribution is intended to qualify for the federal gift tax charitable deduction under Section 2522(a) of the Code. The Foundation is an organization described in Section 2522(a)(2) of the Code (a corporation organized and operated exclusively for charitable purposes), and accordingly, each Donor's Five Million Dollar ($5,000,000) contribution to the Foundation is fully deductible for federal gift tax purposes under Section 2522(a) of the Code.
Because the Contribution is fully deductible for federal gift tax purposes, no gift tax liability is expected to arise from the Contribution, and the Contribution is not expected to reduce either Donor's applicable exclusion amount (lifetime gift and estate tax exemption) under Section 2010(c) of the Code.
4.2 Reporting on Gift Tax Return. Notwithstanding the availability of the gift tax charitable deduction:
(a) Jonathan R. Caldwell's Five Million Dollar ($5,000,000) gift to the Foundation will be reported on his 2023 federal gift tax return (IRS Form 709, United States Gift (and Generation-Skipping Transfer) Tax Return), as required by the Code and applicable regulations. Jonathan R. Caldwell's 2023 Form 709 will also report other transfers made as part of the comprehensive generational estate plan described in Article VIII of this Agreement, including:
(i) Gifts to the Caldwell Family Dynasty Trust in the aggregate amount of Five Million Dollars ($5,000,000), utilizing a portion of Jonathan R. Caldwell's remaining lifetime gift tax exemption (applicable exclusion amount) of Six Million One Hundred Seventy Thousand Dollars ($6,170,000) prior to plan implementation, thereby reducing the remaining applicable exclusion amount to approximately One Million One Hundred Seventy Thousand Dollars ($1,170,000);
(ii) Funding transfers to the Caldwell 2023 Securities GRAT, Caldwell 2023 Realty GRAT, and Caldwell 2023 Carried Interest GRAT, each structured as a zeroed-out grantor retained annuity trust with a taxable gift value of zero dollars ($0); and
(iii) Annual exclusion gifts made to the Caldwell Family Insurance Trust (ILIT) for payment of premiums on the second-to-die universal life insurance policy issued by Beacon Life Assurance Company (Policy No. BLA-2023-77419), with a death benefit of Fifteen Million Dollars ($15,000,000).
(b) Eleanor V. Caldwell's Five Million Dollar ($5,000,000) gift to the Foundation will be reported on her 2023 federal gift tax return (Form 709), if required under the Code and applicable regulations.
(c) All gift tax returns referenced in this Section 4.2 will be prepared by Strathmore Corporation & Greaves LLP (Martin J. Prescott, CPA, Senior Partner, Private Client Group) in coordination with Calderwood & Harkness LLP (Sylvia Hartwell, Specialist Partner, Tax; Victoria Chambers, Responsible Partner), and will be filed on or before the applicable due date (including extensions) for the 2023 taxable year.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE DONORS
Each Donor, severally and not jointly, represents and warrants to the Foundation as of the Effective Date as follows:
5.1 Capacity and Authority. Each Donor represents and warrants that he or she is a natural person of legal age under the laws of the State of New York, is of sound mind, and has full legal capacity and authority to execute and deliver this Agreement and to make the Contribution contemplated herein. Each Donor has taken all actions necessary to authorize his or her execution and delivery of this Agreement and the performance of his or her obligations hereunder. This Agreement constitutes the legal, valid, and binding obligation of each Donor, enforceable against each Donor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
5.2 Voluntary Contribution. Each Donor represents and warrants that the Contribution is made voluntarily, without duress, undue influence, fraud, coercion, or misrepresentation, and after consultation with independent legal, tax, and financial advisors of the Donor's own choosing. Each Donor has had the opportunity to review this Agreement with his or her own counsel, to ask questions, and to receive satisfactory answers regarding the terms and consequences of this Agreement and the Contribution.
Eleanor V. Caldwell specifically represents and warrants that she has been independently advised by Rachel F. Dunlap, Esq., of Pemberton, Locke & Strauss LLP, 405 Lexington Avenue, 26th Floor, New York, New York 10174, with respect to this Agreement, the Contribution, and the broader comprehensive generational estate plan of which this Agreement forms a part. Eleanor V. Caldwell confirms that she has had the opportunity to consult with Ms. Dunlap privately and without the presence of Jonathan R. Caldwell or any attorney or advisor of Jonathan R. Caldwell, and that she enters into this Agreement freely and with full knowledge and understanding of its terms.
5.3 Ownership and Title. Each Donor represents and warrants that the funds constituting his or her portion of the Contribution are the separate property of that Donor. Under the laws of the State of New York, which does not recognize community property, all property of Jonathan R. Caldwell and Eleanor V. Caldwell is separate property. Each Donor represents that his or her portion of the Contribution is free and clear of all liens, encumbrances, pledges, security interests, attachments, levies, claims, restrictions, and interests of any kind, whether voluntary or involuntary, choate or inchoate, and that no other person has any right, title, or interest in or claim to any portion of the contributed funds.
5.4 No Self-Dealing Purpose. Each Donor represents and warrants that the Contribution is not being made in exchange for, or in expectation of, any act of self-dealing (as defined in Section 4941 of the Code) by the Foundation, any Disqualified Person, or any other person. Neither Donor has received, or expects to receive, directly or indirectly, any economic benefit, financial advantage, property, or service from the Foundation in connection with the Contribution. The Contribution is motivated solely by charitable intent and the desire to further the Foundation's charitable mission.
Each Donor further represents that he or she has not entered into, and will not enter into, any agreement, arrangement, or understanding, whether formal or informal, written or oral, pursuant to which the Foundation will make any payment, provide any benefit, or take any action that would constitute an act of self-dealing under Section 4941 of the Code in connection with or as a result of the Contribution.
5.5 Tax Advice. Each Donor acknowledges having received independent and comprehensive tax advice from Strathmore Corporation & Greaves LLP (Martin J. Prescott, CPA, Senior Partner, Private Client Group) and legal advice from Calderwood & Harkness LLP (Sylvia Hartwell, Specialist Partner, Tax; Victoria Chambers, Responsible Partner) regarding the federal, state, and local tax consequences of the Contribution, including, without limitation:
(a) The income tax deduction limitations applicable to cash contributions to private foundations under Section 170(b)(1)(D) of the Code;
(b) The five-year carryforward of excess charitable contributions under Section 170(d)(1) of the Code;
(c) The contemporaneous written acknowledgment requirements of Section 170(f)(8) of the Code;
(d) The federal gift tax treatment of the Contribution and the availability of the gift tax charitable deduction under Section 2522(a) of the Code;
(e) The federal estate tax implications of the Contribution, including the impact on each Donor's gross estate and taxable estate;
(f) The private foundation excise tax regime applicable to the Foundation under Sections 4940 through 4946 of the Code, including the excise tax on net investment income, the prohibition on acts of self-dealing, the minimum distribution requirements, excess business holdings restrictions, jeopardizing investment prohibitions, and taxable expenditure rules; and
(g) The potential applicability of New York State and New York City income tax deduction limitations.
Each Donor acknowledges that neither the Foundation nor any of its directors, officers, agents, or advisors has provided or purported to provide tax advice to the Donors in connection with the Contribution.
5.6 Marital Status. Jonathan R. Caldwell and Eleanor V. Caldwell represent and warrant that they are married to each other, having been married since 1985, and that they continue to be married as of the Effective Date. Each Donor is making his or her portion of the Contribution from his or her own separate assets. The Contribution is not being made from jointly held funds or from property that is subject to any marital property agreement, prenuptial agreement, or postnuptial agreement that would affect the Donors' ability to make the Contribution or alter the tax treatment described herein.
ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF THE FOUNDATION
The Foundation represents and warrants to each Donor as of the Effective Date as follows:
6.1 Organization and Good Standing. The Foundation represents and warrants that it is a not-for-profit corporation duly organized, validly existing, and in good standing under the laws of the State of New York, having been incorporated on March 20, 2023, by the filing of its Certificate of Incorporation with the New York Department of State (DOS Filing No. 230320-001847). The Foundation has full corporate power and authority to conduct its business and affairs as presently conducted and to accept the Contribution contemplated by this Agreement. The Foundation has adopted Bylaws and all other governing documents necessary for the conduct of its operations.
6.2 Tax-Exempt Status. The Foundation represents and warrants that:
(a) It filed IRS Form 1023 (Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code) with the Internal Revenue Service on May 15, 2023;
(b) It has received a favorable determination letter from the Internal Revenue Service dated July 14, 2023, recognizing the Foundation as an organization exempt from federal income taxation under Section 501(c)(3) of the Code and classified as a private foundation under Section 509(a) of the Code;
(c) The Foundation's Employer Identification Number is 88-3021547;
(d) The Foundation has not received any notice or communication from the Internal Revenue Service or any other governmental authority proposing or threatening the revocation, modification, or limitation of its tax-exempt status;
(e) The Foundation has not engaged in any activity that would jeopardize its tax-exempt status under Section 501(c)(3) of the Code; and
(f) The Foundation's tax-exempt status is effective as of the date of its incorporation, March 20, 2023, in accordance with Section 508 of the Code and the terms of its determination letter.
6.3 Use of Contribution. The Foundation represents and warrants that it will use the Contribution exclusively for purposes described in Section 501(c)(3) of the Code and in strict accordance with its Certificate of Incorporation, Bylaws, and applicable grant-making policies. The Foundation's stated charitable mission is to support the arts, education, and environmental conservation, with a particular focus on organizations serving the New York metropolitan area.
The Foundation further represents that no portion of the Contribution will be used for any purpose that is not a charitable, educational, or scientific purpose within the meaning of Section 501(c)(3) of the Code, and that no portion of the Contribution will inure to the benefit of any private individual, Disqualified Person, or insider, except as may be permitted by Section 501(c)(3) of the Code and applicable Treasury Regulations.
6.4 Compliance with Private Foundation Rules. The Foundation represents and warrants that it will comply with all provisions of the Code applicable to private foundations, including, without limitation:
(a) Section 4940 — Excise Tax on Net Investment Income. The Foundation shall pay the excise tax imposed on its net investment income under Section 4940 of the Code, as required by law. The Foundation shall maintain accurate records of its investment income and gains and shall file the applicable tax returns in a timely manner.
(b) Section 4941 — Prohibition on Acts of Self-Dealing. The Foundation shall not engage in, and shall take all reasonable steps to prevent, any act of self-dealing (as defined in Section 4941(d) of the Code) between the Foundation and any Disqualified Person. The Foundation has adopted a comprehensive Conflict of Interest Policy, effective as of its organizational meeting, designed to identify and prevent potential self-dealing transactions.
(c) Section 4942 — Minimum Distribution Requirement. The Foundation shall distribute, in the form of qualifying distributions, at least five percent (5%) of the fair market value of its net investment assets annually, as required by Section 4942 of the Code. Based on the initial Contribution of Ten Million Dollars ($10,000,000), the Foundation's Year 1 minimum distribution target is approximately Five Hundred Thousand Dollars ($500,000), subject to adjustment based on the actual fair market value of the Foundation's net investment assets.
(d) Section 4943 — Excess Business Holdings. The Foundation shall not hold excess business holdings (as defined in Section 4943(c) of the Code) in any business enterprise and shall take all actions necessary to dispose of any excess holdings within the time periods prescribed by law.
(e) Section 4944 — Jeopardizing Investments. The Foundation shall not make any investment that would jeopardize the carrying out of its exempt purposes (within the meaning of Section 4944 of the Code). The Foundation's investment activities shall be conducted in accordance with the Foundation's Investment Policy Statement, as described in Section 7.1(d) hereof.
(f) Section 4945 — Taxable Expenditures. The Foundation shall not make any taxable expenditure (as defined in Section 4945(d) of the Code), including, without limitation, expenditures for lobbying, electioneering, grants to individuals (except in compliance with the pre-approved procedure requirements of Section 4945(g) of the Code), grants to non-public charities (except with the exercise of expenditure responsibility under Section 4945(h) of the Code), or any expenditure for a purpose other than a charitable, educational, or scientific purpose.
6.5 Authority. The Foundation represents and warrants that its Board of Directors has duly authorized the acceptance of the Contribution by resolution adopted at the organizational meeting of the Board, a copy of which is attached hereto as Exhibit C. The acceptance of the Contribution is consistent with the Foundation's Certificate of Incorporation, Bylaws, and the Foundation's Gift Acceptance Policy, which was adopted by the Board at such organizational meeting. No further action by the Board, the Members, or any other person or entity is required to authorize the Foundation to accept the Contribution and to perform its obligations under this Agreement.
6.6 No Compensation to Family Directors. The Foundation represents and warrants that no compensation is paid, or will be paid, to any family-member director of the Foundation for his or her service on the Board of Directors. As of the Effective Date, the following individuals are family-member directors: Jonathan R. Caldwell, Eleanor V. Caldwell, Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell. The absence of compensation for family-member directors is consistent with the Foundation's policy of ensuring compliance with the self-dealing prohibitions of Section 4941 of the Code, which generally prohibits the payment of compensation by a private foundation to a Disqualified Person unless such compensation is reasonable and necessary and is for personal services that are reasonable and necessary to carry out the Foundation's exempt purposes.
The Foundation acknowledges that reasonable compensation may be paid to Dr. Margaret P. Elsworth, the Independent Director, for her service on the Board, to the extent approved by the Board and consistent with applicable law, including Section 4941 of the Code (Dr. Elsworth is not a Disqualified Person with respect to the Foundation as of the Effective Date).
ARTICLE VII — COVENANTS
7.1 Foundation Covenants. The Foundation hereby covenants and agrees with each Donor as follows:
(a) Maintenance of Tax-Exempt Status. The Foundation shall take all actions necessary and appropriate to maintain its tax-exempt status under Section 501(c)(3) of the Code and its classification as a private foundation under Section 509(a) of the Code. The Foundation shall not engage in any activity or transaction that would jeopardize, impair, or result in the revocation of its tax-exempt status.
(b) Timely Filing of Returns. The Foundation shall file all required tax returns and information returns, including IRS Form 990-PF (Return of Private Foundation or Section 4947(a)(1) Trust Treated as Private Foundation), on a timely basis (including extensions, if applicable) for each taxable year. The Foundation shall also file all required state and local returns and reports, including the New York State Charities Bureau annual filing (CHAR500) and any other filings required by the New York Attorney General's office.
(c) Minimum Distribution Requirement. The Foundation shall satisfy the five percent (5%) minimum distribution requirement under Section 4942 of the Code for each taxable year. The Foundation shall monitor its qualifying distributions throughout each taxable year and shall make such additional distributions as may be necessary to meet the minimum distribution requirement before the end of the applicable distribution period.
(d) Investment of Contribution. The Foundation shall invest the Contribution, and all other Foundation assets, in accordance with the Foundation's Investment Policy Statement (the "IPS"), which has been prepared in consultation with Havensbrook Wealth Advisors LLC (Diana R. Linden, CFP®, Managing Director, Family Office Services, 900 Third Avenue, 18th Floor, New York, New York 10022). The IPS shall be reviewed by the Board at least annually and shall be updated as necessary to reflect changes in the Foundation's financial circumstances, investment objectives, market conditions, and applicable legal requirements. All investment decisions shall be made with due regard for the Foundation's fiduciary obligations, the jeopardizing investment prohibitions of Section 4944 of the Code, and the prudent investor standard applicable under New York law.
(e) Books and Records. The Foundation shall maintain complete and accurate books and records sufficient to (i) substantiate the Donors' charitable deductions under Section 170 of the Code, (ii) comply with all tax reporting requirements applicable to private foundations, (iii) demonstrate compliance with the minimum distribution requirements of Section 4942 of the Code, and (iv) facilitate the preparation and filing of the Foundation's annual information returns and all other required filings.
(f) Written Acknowledgment. The Foundation shall provide each Donor with a contemporaneous written acknowledgment of the Contribution in compliance with Section 170(f)(8) of the Code within the time period specified in Section 3.3 of this Agreement, in substantially the form attached hereto as Exhibit B.
7.2 Donor Covenants. Each Donor hereby covenants and agrees with the Foundation as follows:
(a) Income Tax Reporting. Each Donor shall report his or her portion of the Contribution on his or her federal income tax return (Form 1040) for the 2023 taxable year and shall claim the charitable contribution deduction attributable to such contribution, subject to the applicable 30% of AGI limitation under Section 170(b)(1)(D) of the Code. Each Donor shall comply with all substantiation and reporting requirements applicable to the deduction, including the requirement to maintain the contemporaneous written acknowledgment provided by the Foundation.
(b) Gift Tax Reporting. Each Donor shall report his or her portion of the Contribution on his or her federal gift tax return (Form 709) for the 2023 taxable year, to the extent required by the Code and applicable regulations, and shall claim the gift tax charitable deduction under Section 2522(a) of the Code.
(c) Cooperation. Each Donor shall cooperate with the Foundation in providing such information as the Foundation may reasonably request for purposes of the Foundation's compliance with applicable tax laws, reporting obligations, and regulatory requirements. Such cooperation shall include, without limitation, providing information necessary for the preparation and filing of the Foundation's Form 990-PF and any required state filings.
(d) Prohibited Transactions. Each Donor shall refrain from directing, requesting, or encouraging the Foundation to engage in any act of self-dealing (as defined in Section 4941 of the Code), any taxable expenditure (as defined in Section 4945 of the Code), or any other prohibited transaction under Sections 4941 through 4945 of the Code. Each Donor acknowledges that the Foundation's Board of Directors has the exclusive authority and fiduciary responsibility to manage the Foundation's affairs in compliance with applicable law.
ARTICLE VIII — RELATIONSHIP TO ESTATE PLAN
8.1 Context of Contribution. The Contribution is made as one component of a comprehensive generational estate plan for Jonathan R. Caldwell and Eleanor V. Caldwell, designed and implemented by Calderwood & Harkness LLP (Matter No. 1034-00004, Billing Code 78412-JRC). The comprehensive estate plan includes, in addition to this Contribution, the following components:
(a) Grantor Retained Annuity Trusts (GRATs). Three separate grantor retained annuity trusts have been established by Jonathan R. Caldwell:
(i) The Caldwell 2023 Securities GRAT, funded with a portfolio of publicly traded securities;
(ii) The Caldwell 2023 Realty GRAT, funded with interests in certain real estate holdings; and
(iii) The Caldwell 2023 Carried Interest GRAT, funded with carried interest allocations from certain private equity fund investments.
Each GRAT is structured as a zeroed-out grantor retained annuity trust, with the annuity payments calculated to produce a taxable gift value of zero dollars ($0) based on the applicable Section 7520 rate at the time of funding.
(b) Caldwell Family Dynasty Trust. A dynasty trust established under Delaware law (the "Dynasty Trust"), with Northgate Trust Company of Delaware serving as institutional co-trustee and Thomas R. Caldwell serving as individual co-trustee. The Dynasty Trust was funded with an initial contribution of Five Million Dollars ($5,000,000) from Jonathan R. Caldwell, utilizing a portion of his remaining lifetime gift tax exemption (applicable exclusion amount) of Six Million One Hundred Seventy Thousand Dollars ($6,170,000) prior to implementation of the estate plan, thereby reducing Jonathan R. Caldwell's remaining applicable exclusion amount to approximately One Million One Hundred Seventy Thousand Dollars ($1,170,000).
(c) Caldwell Family Insurance Trust (ILIT). An irrevocable life insurance trust holding a Fifteen Million Dollar ($15,000,000) second-to-die universal life insurance policy issued by Beacon Life Assurance Company (Policy No. BLA-2023-77419) on the joint lives of Jonathan R. Caldwell and Eleanor V. Caldwell. Annual premium gifts to the ILIT are structured to qualify for the annual gift tax exclusion under Section 2503(b) of the Code through the use of Crummey withdrawal powers.
(d) Amended and Restated Caldwell Revocable Trust. Jonathan R. Caldwell has executed an amended and restated declaration of trust for the Caldwell Revocable Trust, incorporating updated dispositive provisions, updated fiduciary appointment provisions, and coordination with the other estate plan components.
(e) Pour-Over Will. Jonathan R. Caldwell has executed a new pour-over Last Will and Testament, directing that any assets of his probate estate be distributed to the Caldwell Revocable Trust.
The foregoing description is provided solely for context and does not create any rights or obligations with respect to the other estate plan components.
8.2 No Cross-Collateralization. The Contribution is independent of, and is not collateral to, cross-collateralized with, or conditioned upon, any other structure or component of the comprehensive estate plan described in Section 8.1. The Foundation's assets, including the Contribution, shall not be used to satisfy any obligation of the Donors under any GRAT, trust, insurance arrangement, or other structure. The Foundation shall not guarantee, secure, or otherwise support any liability or obligation of the Donors, any Disqualified Person, or any entity in which any such person holds an interest. The Foundation's charitable mission and fiduciary obligations are entirely separate from the Donors' personal estate planning objectives.
8.3 Estimated Tax Impact. The Parties acknowledge, for informational purposes only, the following estimates regarding the projected tax impact of the Contribution and the comprehensive estate plan:
(a) Absent the comprehensive estate plan, Jonathan R. Caldwell's estimated gross estate is approximately Three Hundred Million Dollars ($300,000,000), which would be subject to estimated federal estate tax of approximately One Hundred Seventeen Million Five Hundred Thirty-Two Thousand Dollars ($117,532,000), based on a remaining applicable exclusion amount of Six Million One Hundred Seventy Thousand Dollars ($6,170,000) (resulting in a taxable estate of approximately Two Hundred Ninety-Three Million Eight Hundred Thirty Thousand Dollars ($293,830,000) at a marginal federal estate tax rate of 40%).
(b) The Contribution, together with the other elements of the comprehensive estate plan, is projected to reduce Jonathan R. Caldwell's taxable estate by approximately Sixty Million Dollars ($60,000,000) to Seventy-Five Million Dollars ($75,000,000), and to achieve estimated federal estate tax savings of approximately Twenty-Four Million Dollars ($24,000,000) to Thirty Million Dollars ($30,000,000).
(c) The foregoing estimates are based on assumptions regarding asset values, investment returns, mortality, and applicable law as of the Effective Date, and are subject to change based on actual future events. These estimates do not constitute guarantees or predictions of actual tax outcomes.
ARTICLE IX — MISCELLANEOUS PROVISIONS
9.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in the County of New York, and the United States District Court for the Southern District of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement.
9.2 Entire Agreement. This Agreement, together with the Exhibits attached hereto, constitutes the entire agreement between the Donors and the Foundation with respect to the Contribution and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, agreements, and commitments of any kind, whether written or oral, between the Parties with respect to the subject matter hereof. No Party has relied upon any statement, representation, warranty, or agreement of any other Party except as expressly set forth in this Agreement.
9.3 Amendment. This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by all Parties hereto. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought, and no such waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.
9.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The Parties shall negotiate in good faith to replace any such provision with a valid and enforceable provision that, to the greatest extent possible, achieves the economic, legal, and practical intent of the original provision.
9.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile, portable document format (.pdf), or other electronic transmission shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original counterpart.
9.6 Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given (a) when delivered personally, (b) one (1) business day after being sent by nationally recognized overnight courier service (with tracking and confirmation of delivery), or (c) three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid, addressed to the Parties at the following addresses (or at such other address as a Party may designate by written notice to the other Parties):
If to Jonathan R. Caldwell: Jonathan R. Caldwell 418 East 72nd Street, Apt. 14A New York, New York 10021
If to Eleanor V. Caldwell: Eleanor V. Caldwell 418 East 72nd Street, Apt. 14A New York, New York 10021
If to The Caldwell Family Foundation: The Caldwell Family Foundation 330 Madison Avenue, Suite 2401 New York, New York 10017
Attn: Thomas R. Caldwell, Secretary
With a copy (which shall not constitute notice) to: Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152
Attn: Victoria Chambers, Esq.
With a copy (which shall not constitute notice) to: Strathmore Corporation & Greaves LLP 600 Third Avenue, 28th Floor New York, New York 10016
Attn: Martin J. Prescott, CPA
9.7 No Third-Party Beneficiaries. This Agreement is made solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, claim, or remedy of any nature whatsoever under or by reason of this Agreement, except as expressly provided herein.
9.8 Tax Reporting Cooperation. The Parties agree to cooperate fully and in good faith in the preparation and filing of all tax returns, information returns, reports, and other filings related to the Contribution, including, without limitation:
(a) IRS Form 709 (United States Gift (and Generation-Skipping Transfer) Tax Return);
(b) IRS Form 1040 (U.S. Individual Income Tax Return), including Schedule A (Itemized Deductions);
(c) IRS Form 990-PF (Return of Private Foundation or Section 4947(a)(1) Trust Treated as Private Foundation);
(d) New York State income tax returns and any New York City income tax returns; and
(e) Any other federal, state, or local tax returns or filings that may be required in connection with the Contribution.
Each Party shall promptly provide the other Parties with such information, documents, and records as may be reasonably necessary for the preparation and filing of any such returns and reports. The Parties acknowledge that the timely and accurate filing of all tax returns and reports is essential to the proper tax treatment of the Contribution and to the Foundation's continued tax-exempt status.
[SIGNATURE PAGES FOLLOW]
SIGNATURE PAGE TO INITIAL CONTRIBUTION AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Initial Contribution Agreement as of the date first written above.
DONORS
JONATHAN R. CALDWELL
________________________________________
Jonathan R. Caldwell, individually
Date: April 1, 2023
Address: 418 East 72nd Street, Apt. 14A
New York, New York 10021
ELEANOR V. CALDWELL
________________________________________
Eleanor V. Caldwell, individually
Date: April 1, 2023
Address: 418 East 72nd Street, Apt. 14A
New York, New York 10021
SIGNATURE PAGE TO INITIAL CONTRIBUTION AGREEMENT
DONEE
THE CALDWELL FAMILY FOUNDATION, a New York not-for-profit corporation
By: ________
Name: Jonathan R. Caldwell
Title: President
Date: April 1, 2023
Address: 330 Madison Avenue, Suite 2401
New York, New York 10017 EIN: 88-3021547
ACCEPTED AND ACKNOWLEDGED BY THE BOARD
________________________________________
Thomas R. Caldwell, Secretary The Caldwell Family Foundation
Date: April 1, 2023
EXHIBIT A
WIRE TRANSFER INSTRUCTIONS
The Contribution shall be made by wire transfer of immediately available funds to the following account designated by the Foundation:
Account Name: The Caldwell Family Foundation
EIN: 88-3021547
Bank Name: ________
Bank Address: ________
ABA/Routing Number: ________
Account Number: ________
SWIFT Code (if applicable): ________
Reference: Initial Contribution — [Donor Name]
The foregoing wire transfer instructions shall be completed and confirmed by the Foundation's Treasurer, Katherine C. Hartfield, prior to the transfer of funds.
Wire Transfers to be Made:
Each Donor shall initiate his or her wire transfer on or before the Effective Date (April 1, 2023). The Foundation shall provide written confirmation of receipt of each wire transfer within five (5) business days of the date of receipt.
EXHIBIT B
FORM OF CONTEMPORANEOUS WRITTEN ACKNOWLEDGMENT (IRC § 170(f)(8))
THE CALDWELL FAMILY FOUNDATION 330 Madison Avenue, Suite 2401 New York, New York 10017 EIN: 88-3021547
[Date]
[Name of Donor] [Address of Donor]
Re: Contemporaneous Written Acknowledgment of Charitable Contribution
Dear [Name of Donor]:
This letter constitutes a contemporaneous written acknowledgment of your charitable contribution to The Caldwell Family Foundation (the "Foundation"), a New York not-for-profit corporation recognized as exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code and classified as a private foundation under Section 509(a) of the Code (EIN: 88-3021547), in compliance with the requirements of Section 170(f)(8) of the Internal Revenue Code of 1986, as amended.
The Foundation hereby acknowledges receipt of your cash contribution in the amount of Five Million Dollars ($5,000,000), received on _____, 2023.
In connection with this contribution:
1.  No goods or services were provided by the Foundation to you in consideration, in whole or in part, for this contribution. The entire amount of your contribution constitutes a charitable gift to the Foundation.
2.  The Foundation is an organization described in Section 170(c) of the Internal Revenue Code and is classified as a private foundation under Section 509(a) of the Code.
3.  You should retain this acknowledgment with your tax records for the taxable year in which this contribution was made.
This acknowledgment is provided solely for the purpose of substantiating your charitable contribution deduction under Section 170 of the Internal Revenue Code. You are encouraged to consult with your own tax advisor regarding the deductibility of this contribution.
Thank you for your generous support of the Foundation and its charitable mission.
Sincerely,
THE CALDWELL FAMILY FOUNDATION
By: ________
Name: Thomas R. Caldwell
Title: Secretary
Date: ________
EXHIBIT C
BOARD RESOLUTION AUTHORIZING ACCEPTANCE OF CONTRIBUTION
THE CALDWELL FAMILY FOUNDATION A New York Not-for-Profit Corporation EIN: 88-3021547
RESOLUTIONS OF THE BOARD OF DIRECTORS Adopted at the Organizational Meeting March 20, 2023
The following resolutions were duly adopted by the Board of Directors of The Caldwell Family Foundation (the "Foundation") at its organizational meeting held on March 20, 2023, at the offices of Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, New York 10152, at which a quorum was present and acting throughout:
RESOLVED, that the Board of Directors of the Foundation hereby authorizes the Foundation to accept an initial charitable contribution in the aggregate amount of Ten Million Dollars ($10,000,000) in cash (United States dollars) from Jonathan R. Caldwell, in the amount of Five Million Dollars ($5,000,000), and Eleanor V. Caldwell, in the amount of Five Million Dollars ($5,000,000), upon such terms and conditions as may be set forth in an Initial Contribution Agreement to be entered into between the Foundation and the Donors (the "Contribution Agreement");
FURTHER RESOLVED, that the Board of Directors hereby determines that the acceptance of the foregoing initial contribution is consistent with the Foundation's Certificate of Incorporation, Bylaws, and Gift Acceptance Policy, and is in furtherance of the Foundation's charitable purposes, including support for the arts, education, and environmental conservation;
FURTHER RESOLVED, that the President of the Foundation, Jonathan R. Caldwell, is hereby authorized to execute and deliver the Contribution Agreement on behalf of the Foundation, and the Secretary of the Foundation, Thomas R. Caldwell, is hereby authorized to acknowledge and attest to the execution thereof;
FURTHER RESOLVED, that the Treasurer of the Foundation, Katherine C. Hartfield, is hereby authorized to designate a bank account for receipt of the contribution and to provide wire transfer instructions to the Donors;
FURTHER RESOLVED, that the Secretary of the Foundation, Thomas R. Caldwell, is hereby authorized to provide each Donor with a contemporaneous written acknowledgment of the contribution in compliance with Section 170(f)(8) of the Internal Revenue Code of 1986, as amended;
FURTHER RESOLVED, that the officers of the Foundation are hereby authorized and directed to take all such further actions and to execute and deliver all such further documents, instruments, and certificates as may be necessary or advisable to carry out the intent and purposes of the foregoing resolutions.
Board Members Voting in Favor:
The foregoing resolutions were adopted unanimously, with no dissenting votes and no abstentions.
CERTIFICATION
I, Thomas R. Caldwell, Secretary of The Caldwell Family Foundation, hereby certify that the foregoing is a true and correct copy of resolutions duly adopted by the Board of Directors of the Foundation at its organizational meeting held on March 20, 2023, and that such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof.
________________________________________
Thomas R. Caldwell, Secretary The Caldwell Family Foundation
Date: April 1, 2023
Calderwood & Harkness LLP | Matter No. 1034-00004 | Billing Code 78412-JRC Prepared by: Victoria Chambers, Esq. | Reviewed by: Sylvia Hartwell, Esq. CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
Page
RECITALS | 3
ARTICLE I | DEFINITIONS | 5
ARTICLE II | THE CONTRIBUTION | 7
ARTICLE III | CHARITABLE DEDUCTION PROVISIONS | 9
ARTICLE IV | GIFT TAX TREATMENT | 12
ARTICLE V | REPRESENTATIONS AND WARRANTIES OF THE DONORS | 14
ARTICLE VI | REPRESENTATIONS AND WARRANTIES OF THE FOUNDATION | 17
ARTICLE VII | COVENANTS | 20
ARTICLE VIII | RELATIONSHIP TO ESTATE PLAN | 22
ARTICLE IX | MISCELLANEOUS PROVISIONS | 24
SIGNATURE PAGES | 27
EXHIBIT A | WIRE TRANSFER INSTRUCTIONS | 30
EXHIBIT B | FORM OF CONTEMPORANEOUS WRITTEN ACKNOWLEDGMENT | 31
EXHIBIT C | BOARD RESOLUTION AUTHORIZING ACCEPTANCE OF CONTRIBUTION | 33
Donor | Amount | Reference
Jonathan R. Caldwell | $5,000,000 | Initial Contribution — Jonathan R. Caldwell
Eleanor V. Caldwell | $5,000,000 | Initial Contribution — Eleanor V. Caldwell
Total | $10,000,000
Name | Title | Vote
Jonathan R. Caldwell | President | In Favor
Eleanor V. Caldwell | Vice President | In Favor
Thomas R. Caldwell | Secretary | In Favor
Katherine C. Hartfield | Treasurer | In Favor
Olivia G. Caldwell | Director | In Favor
Dr. Margaret P. Elsworth | Independent Director | In Favor

INITIAL CONTRIBUTION AGREEMENT

THE CALDWELL FAMILY FOUNDATION

TABLE OF CONTENTS

INITIAL CONTRIBUTION AGREEMENT

RECITALS

WHEREAS:

SIGNATURE PAGE TO INITIAL CONTRIBUTION AGREEMENT

JONATHAN R. CALDWELL

ELEANOR V. CALDWELL

SIGNATURE PAGE TO INITIAL CONTRIBUTION AGREEMENT

ACCEPTED AND ACKNOWLEDGED BY THE BOARD

Record

Parties

Dates

Amounts