1034-00004 · Group Strathmore Corp · Revocable Trust & Will Documents

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SPOUSAL CONSENT AND ACKNOWLEDGMENT

Estate Plan of Jonathan Robert Caldwell

Date of Execution: April 1, 2023

RECITALS

A. Identification of the Consenting Spouse. The undersigned, Eleanor Victoria Caldwell (née Whitmore), born September 22, 1958, residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021 (hereinafter, "Eleanor" or the "Consenting Spouse"), has been married to Jonathan Robert Caldwell (born March 14, 1956) since June 15, 1985. Eleanor's Social Security number ends in 6203. Eleanor executes this Spousal Consent and Acknowledgment (this "Consent") freely and voluntarily in connection with the comprehensive generational estate plan (the "Estate Plan") designed and implemented on behalf of her husband, Jonathan Robert Caldwell, as more fully described herein.

B. Identification of the Grantor. Jonathan Robert Caldwell (hereinafter, "Jonathan" or the "Grantor"), Social Security number ending in 4781, residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021, is the Grantor and primary settlor of the various trusts, entities, and estate planning instruments comprising the Estate Plan.

C. Purpose of This Consent. Eleanor V. Caldwell provides her informed, voluntary consent to the comprehensive generational estate plan designed and implemented by Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, New York 10152 (the "Firm" or "Grantor's Counsel"), on behalf of Jonathan R. Caldwell. This engagement is designated as Matter No. 1034-00004 in the records of Calderwood & Harkness LLP. The purpose of this Consent is to memorialize Eleanor's understanding of, and agreement to, the various estate planning structures that comprise the Estate Plan, including but not limited to the grantor retained annuity trusts, dynasty trust, family foundation, irrevocable life insurance trust, amended revocable trust, pour-over will, and related ancillary documents, each as more fully described in Section 1 below. Eleanor understands that certain of these structures may affect her rights as a surviving spouse, her potential inheritance, and her tax obligations, and she nonetheless provides this Consent after careful deliberation, full disclosure, and the benefit of independent legal counsel.

D. Independent Legal Representation. Eleanor V. Caldwell has been independently represented in connection with this Estate Plan by Rachel F. Dunlap, Esq., Partner, Private Client, of Pemberton, Locke & Strauss LLP, 405 Lexington Avenue, 26th Floor, New York, New York 10174. Pemberton, Locke & Strauss LLP was engaged at the recommendation of Calderwood & Harkness LLP to ensure that Eleanor's interests are independently protected and that she receives legal advice from counsel who owes a duty of loyalty solely to her. Eleanor confirms that she has received independent legal advice regarding the nature, terms, and consequences of each estate plan structure described herein. Eleanor further confirms that she has had the opportunity to ask questions of her independent counsel and to request modifications to the Estate Plan, and that she is satisfied with the legal representation she has received.

E. Marital Property Acknowledgment. All property of Jonathan R. Caldwell subject to the Estate Plan is his separate property under the laws of the State of New York. Eleanor V. Caldwell holds separate assets of approximately Eighteen Million Dollars ($18,000,000), which are not part of this engagement and are not affected by the Estate Plan. New York is not a community property state, and accordingly, no community property interests are implicated by any of the structures described herein. Eleanor acknowledges that she has no present ownership interest in the assets being transferred pursuant to the Estate Plan, except as specifically set forth in this Consent with respect to the joint charitable contribution to The Caldwell Family Foundation.

NOW, THEREFORE, Eleanor V. Caldwell acknowledges, represents, and consents as follows:

SECTION 1: DESCRIPTION OF ESTATE PLAN STRUCTURES TO WHICH CONSENT IS GIVEN

1.1 Overview of Jonathan R. Caldwell's Estate

Jonathan R. Caldwell's total estimated gross estate, as of the date of this Consent and based upon valuations and appraisals obtained by Calderwood & Harkness LLP, is approximately Three Hundred Million Dollars ($300,000,000). This estimate is based upon the following asset categories, which Eleanor acknowledges have been fully disclosed to her and to her independent counsel:

Eleanor acknowledges that Jonathan R. Caldwell has no significant personal liabilities and that entity-level debt associated with Stonecrest Realty Holdings LLC and Caldwell Ridgeline Capital LLC is non-recourse to Jonathan personally.

1.2 Grantor Retained Annuity Trusts (GRATs)

The Estate Plan includes three separate Grantor Retained Annuity Trusts, each designed as a "zeroed-out" GRAT under Internal Revenue Code ("IRC") Section 2702 and applicable Treasury Regulations. The purpose of the GRAT structures is to transfer appreciation on contributed assets to the next generation with minimal or no gift tax cost. Eleanor acknowledges her understanding of the following GRAT structures:

1.2.1 GRAT A — Caldwell 2023 Securities GRAT. The Caldwell 2023 Securities GRAT ("GRAT A") is funded on or about April 15, 2023, with a corpus consisting of Sixty Million Dollars ($60,000,000) in publicly traded securities selected from Jonathan R. Caldwell's liquid securities portfolio. The material terms of GRAT A are as follows:

(a) Funding Date: April 15, 2023.

(b) Corpus: $60,000,000 in publicly traded securities.

(d) Applicable Section 7520 Rate: 5.0% (based on the March 2023 rate).

(e) Annual Annuity Payment: $32,195,122, calculated to produce a remainder value of zero (i.e., a "zeroed-out" GRAT) such that the taxable gift upon funding is designed to be $0.

(f) Grantor and Trustee During Annuity Term: Jonathan R. Caldwell shall serve as both the grantor and the trustee of GRAT A during the annuity term.

(g) Remainder Beneficiary: Upon the expiration of the two-year annuity term, all remaining trust assets (i.e., the excess of the trust corpus and appreciation over the annuity payments made) shall pass to the Caldwell Family Dynasty Trust, as described in Section 1.3 below.

1.2.2 GRAT B — Caldwell 2023 Realty GRAT. The Caldwell 2023 Realty GRAT ("GRAT B") is funded on or about May 1, 2023, with a corpus consisting of membership interests in Stonecrest Realty Holdings LLC. The material terms of GRAT B are as follows:

(a) Funding Date: May 1, 2023.

(b) Corpus: $80,000,000 in Stonecrest Realty Holdings LLC membership interests, representing approximately 59.7% of the total entity value of $134,000,000.

(c) Valuation discounts: A combined twenty-five percent (25%) lack-of-marketability and lack-of-control discount has been applied to the contributed membership interests, resulting in a post-discount fair market value for federal gift tax purposes of $60,000,000. This discount has been supported by an independent appraisal.

(d) Term: Three (3) years.

(e) Applicable Section 7520 Rate: 5.0% (based on the April 2023 rate).

(f) Annual Annuity Payment: $29,375,859, calculated to produce a remainder value of zero (zeroed-out) such that the taxable gift upon funding is designed to be $0.

(g) Grantor and Trustee During Annuity Term: Jonathan R. Caldwell shall serve as both the grantor and the trustee of GRAT B during the annuity term.

(h) Remainder Beneficiary: Upon the expiration of the three-year annuity term, all remaining trust assets shall pass to the Caldwell Family Dynasty Trust.

1.2.3 GRAT C — Caldwell 2023 Carried Interest GRAT. The Caldwell 2023 Carried Interest GRAT ("GRAT C") is funded on or about June 1, 2023, with a corpus consisting of limited partnership interests and carried-interest positions in Caldwell Ridgeline Capital LLC. The material terms of GRAT C are as follows:

(a) Funding Date: June 1, 2023.

(b) Corpus: $38,000,000 (pre-discount fair market value) in LP interests and carried-interest positions, consisting of:

(i) Caldwell Ridgeline Fund IV LP interest: $12,000,000 (subject to a 35% valuation discount);

(ii) Caldwell Ridgeline Fund V LP interest: $14,000,000 (subject to a 35% valuation discount); and

(iii) Caldwell Ridgeline Fund VI LP carried interest: $12,000,000 (subject to a 30% valuation discount).

(d) Term: Three (3) years.

(e) Applicable Section 7520 Rate: 5.0% (based on the May 2023 rate).

(f) Annual Annuity Payment: $13,953,759, calculated to produce a remainder value of zero (zeroed-out) such that the taxable gift upon funding is designed to be $0.

(g) Grantor and Trustee During Annuity Term: Jonathan R. Caldwell shall serve as both the grantor and the trustee of GRAT C during the annuity term.

(h) Remainder Beneficiary: Upon the expiration of the three-year annuity term, all remaining trust assets shall pass to the Caldwell Family Dynasty Trust.

1.2.4 Total GRAT-Funded Assets. The aggregate pre-discount fair market value of all assets transferred to the three GRATs described above is One Hundred Seventy-Eight Million Dollars ($178,000,000). All GRAT remainder interests are designated to pass to the Caldwell Family Dynasty Trust upon the completion of the respective annuity terms. The projected estate tax savings attributable to the GRAT structures, assuming appreciation of the contributed assets in excess of the applicable Section 7520 hurdle rate of 5.0%, is estimated to be approximately $24,000,000 to $30,000,000, calculated at the current federal estate tax rate of 40%. Eleanor acknowledges that these projected savings are estimates only and are contingent upon actual investment performance exceeding the hurdle rate during the relevant annuity terms.

1.3 Caldwell Family Dynasty Trust

The Caldwell Family Dynasty Trust (the "Dynasty Trust") is a long-term, multi-generational irrevocable trust established for the benefit of Jonathan and Eleanor's descendants and their families. The material terms of the Dynasty Trust are as follows:

(a) Date of Execution: April 1, 2023.

(b) Situs and Governing Law: The Dynasty Trust is sitused in the State of Delaware and is governed by Delaware law. Pursuant to the Delaware perpetual trust statute (25 Del. C. § 503(a)), the Dynasty Trust is not subject to any rule against perpetuities and may continue in perpetuity.

(d) Initial Funding: Five Million Dollars ($5,000,000) in cash, contributed as a direct gift using a portion of Jonathan R. Caldwell's remaining lifetime gift tax exemption. Jonathan's 2023 basic exclusion amount is $12,920,000, of which $6,750,000 has been utilized by prior taxable gifts, leaving $6,170,000 of remaining exemption. The $5,000,000 initial contribution will consume $5,000,000 of such remaining exemption, leaving $1,170,000 of unused gift tax exemption. In addition, $5,000,000 of Jonathan's generation-skipping transfer ("GST") tax exemption has been allocated to the initial funding of the Dynasty Trust.

(e) Additional Funding: The Dynasty Trust is expected to receive additional funding from the remainder interests of GRAT A, GRAT B, and GRAT C upon the expiration of the respective annuity terms.

(f) Co-Trustees: Thomas R. Caldwell (as family trustee) and Northgate Trust Company of Delaware (as institutional trustee). The primary contact at Northgate Trust Company of Delaware is Philip A. Rossiter, Senior Vice President, Trust Administration, located at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801.

(g) Distribution Committee: Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell shall serve as the Distribution Committee. Unanimous approval of all members of the Distribution Committee is required for any discretionary distribution exceeding One Hundred Thousand Dollars ($100,000) per beneficiary per calendar year.

(h) Distribution Standard: The trustees shall have authority to make distributions for the health, education, maintenance, and support ("HEMS") of the beneficiaries, in accordance with the ascertainable standard set forth in IRC Section 2041(b)(1)(A). In addition, broader discretionary distributions may be made with the approval of the Distribution Committee, subject to the unanimity requirement described in subparagraph (g) above.

(i) Trust Protector: Victoria Chambers of Calderwood & Harkness LLP shall serve as Trust Protector in a non-fiduciary capacity. The Trust Protector's powers include, without limitation, the power to modify administrative provisions of the Dynasty Trust, to change the situs of the trust, and to remove and appoint trustees.

(j) Beneficiaries: The beneficiaries of the Dynasty Trust are Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell, and their respective issue, per stirpes. The current issue of the named beneficiaries are James W. Hartfield (age 8), Charlotte M. Hartfield (age 5), Lucas T. Caldwell (age 3), and Nora E. Caldwell (age 1). Spouses of beneficiaries are eligible for HEMS distributions only and are not eligible for broader discretionary distributions.

1.4 The Caldwell Family Foundation

The Caldwell Family Foundation (the "Foundation") is a private foundation established to carry out the family's philanthropic objectives. The material terms and organizational details of the Foundation are as follows:

(a) Organizational Structure: The Foundation is a New York not-for-profit corporation organized under the New York Not-for-Profit Corporation Law (N-PCL). It was incorporated on March 20, 2023, with the New York Department of State (Filing No. 230320-001847).

(b) Employer Identification Number: 88-3021547.

(d) Tax-Exempt Status: The Foundation received its determination letter from the Internal Revenue Service recognizing its status as an organization described in IRC Section 501(c)(3) on July 14, 2023. The Foundation is classified as a private foundation under IRC Section 509(a).

(e) Initial Funding: Ten Million Dollars ($10,000,000) in cash, contributed as a joint gift by Jonathan R. Caldwell and Eleanor V. Caldwell, with $5,000,000 attributable to each spouse. Eleanor V. Caldwell serves as co-grantor of the Foundation's initial endowment.

(f) Charitable Deduction: The total charitable deduction for the initial contribution is $10,000,000. Pursuant to IRC Section 170(b)(1)(D), the charitable deduction for cash contributions to private foundations is limited to 30% of the donor's adjusted gross income ("AGI"). Based upon the Caldwells' estimated 2022 AGI of $22,500,000, the Year 1 deduction is estimated at $6,750,000, with a carryforward of $3,250,000 available for use over the subsequent five (5) taxable years pursuant to IRC Section 170(d).

(g) Annual Minimum Distribution: The Foundation is required to distribute at least 5% of its net investment assets annually, in compliance with IRC Section 4942. The Year 1 distribution target is $500,000.

(h) Board of Directors: 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).

(i) Mission: The Foundation's charitable mission encompasses the advancement of arts, education, and environmental conservation, with a primary focus on the New York metropolitan area.

(j) Compensation and Self-Dealing Policies: No compensation is paid to family-member directors, in compliance with IRC Section 4941 and applicable self-dealing rules. The Foundation has adopted comprehensive conflict-of-interest and self-dealing policies, and all directors have executed written acknowledgments of such policies.

1.5 Caldwell Family Insurance Trust (ILIT)

The Caldwell Family Insurance Trust (the "ILIT") is an irrevocable life insurance trust designed to provide estate tax liquidity on the second death of Jonathan and Eleanor. The material terms of the ILIT are as follows:

(a) Date of Establishment: March 15, 2023.

(b) Grantor: Jonathan R. Caldwell.

(d) Life Insurance Policy: Second-to-die universal life insurance policy issued by Beacon Life Assurance Company, Policy No. BLA-2023-77419.

(e) Insured Lives: Jonathan R. Caldwell and Eleanor V. Caldwell, jointly.

(f) Death Benefit: Fifteen Million Dollars ($15,000,000), payable upon the death of the survivor of the two insured lives.

(g) Annual Premium: $187,500.

(h) Crummey Beneficiaries: Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell, each of whom holds a withdrawal right of $5,000 per beneficiary per year, exercisable within thirty (30) days of receipt of notice of each premium payment.

(i) Annual Exclusion Coverage: Three (3) Crummey beneficiaries multiplied by the 2023 annual exclusion of $17,000 per beneficiary equals $51,000 in annual exclusion coverage. The balance of the annual premium ($136,500) utilizes Jonathan R. Caldwell's remaining lifetime gift tax exemption.

(j) Insurance Broker: The life insurance policy was procured by Glenmore Insurance Brokerage LLC, through Nathan C. Freed, Senior Vice President.

(k) Purpose: The ILIT is designed to provide estate tax liquidity upon the second death of the insured lives. The policy proceeds will be payable to the ILIT and will be held outside of the taxable estates of both Jonathan and Eleanor.

(l) Eleanor's Cooperation: Eleanor acknowledges that the policy insures her life jointly with Jonathan's and that she has cooperated with the medical underwriting process conducted by Beacon Life Assurance Company.

1.6 Amended and Restated Caldwell Revocable Trust

The Caldwell Revocable Trust (the "Revocable Trust") was originally established on October 3, 2010, and has been amended and restated effective April 1, 2023 (the "Restatement"), with a restatement date of February 6, 2023. The material terms of the Revocable Trust, as amended and restated, are as follows:

(a) Settlor: Jonathan R. Caldwell.

(b) Operative Provisions Upon Jonathan's Death:

(i) Credit Shelter Trust: Upon Jonathan's death, a credit shelter trust (also known as a bypass trust or "B Trust") shall be funded with assets equal to the then-applicable federal estate tax exemption amount, with Eleanor V. Caldwell as the income beneficiary.

(ii) Marital QTIP Trust: The balance of the Revocable Trust assets, after funding of the credit shelter trust, shall pass to a qualified terminable interest property ("QTIP") marital trust (the "Marital Trust"), with Eleanor V. Caldwell as the income beneficiary.

(iii) General Power of Appointment: Eleanor V. Caldwell holds a general power of appointment over the Marital Trust, exercisable by will or inter vivos instrument, in accordance with IRC Section 2056(b)(7).

(c) Coordination with Other Estate Plan Structures: The Revocable Trust is designed to coordinate with the Dynasty Trust, the GRAT remainder interests, the Foundation, and the ILIT, so as to create a comprehensive and integrated estate plan. Upon Jonathan's death, the Revocable Trust serves as the receptacle for probate assets pursuant to the pour-over will described in Section 1.7 below.

(d) Governing Law: The Revocable Trust is governed by the laws of the State of New York.

1.7 Pour-Over Will

The Last Will and Testament of Jonathan R. Caldwell (the "Will") was executed on April 1, 2023. The Will expressly revokes all prior wills and codicils of Jonathan R. Caldwell, including the prior will dated October 3, 2010. The Will directs that all probate assets of Jonathan R. Caldwell be distributed ("poured over") to the Caldwell Revocable Trust, to be administered in accordance with the terms of that trust as amended and restated. Eleanor V. Caldwell is named as executor of the Will, with Thomas R. Caldwell designated as successor executor. The Will was witnessed by Monica Reyes and Elliot Nguyen, each of whom is an attorney employed by Calderwood & Harkness LLP.

1.8 Durable Power of Attorney

Jonathan R. Caldwell has executed a Durable General Power of Attorney, effective April 1, 2023, in compliance with New York General Obligations Law Section 5-1501 et seq. Eleanor V. Caldwell is designated as the primary agent under the power of attorney. Thomas R. Caldwell is designated as successor agent, to serve in the event that Eleanor is unable or unwilling to act.

1.9 Health Care Proxy, Living Will, and HIPAA Authorization

Jonathan R. Caldwell has executed the following health care-related advance directive documents, each dated April 1, 2023:

(a) Health Care Proxy: Eleanor V. Caldwell is designated as Jonathan's health care agent, with authority to make health care decisions on his behalf in the event that he is unable to do so. Katherine C. Hartfield is designated as successor health care agent.

(b) Living Will / Advance Directive: Jonathan R. Caldwell has executed a living will setting forth his wishes regarding end-of-life medical treatment, including his instructions regarding life-sustaining measures, palliative care, and organ donation.

(c) HIPAA Authorization: Jonathan R. Caldwell has executed a HIPAA authorization permitting the following individuals to access his protected health information: Eleanor V. Caldwell, Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell.

SECTION 2: ELEANOR V. CALDWELL'S SPECIFIC ACKNOWLEDGMENTS

Eleanor V. Caldwell hereby makes the following specific acknowledgments with respect to each component of the Estate Plan described in Section 1 above:

2.1 Understanding of GRAT Structures

Eleanor acknowledges that Jonathan R. Caldwell is transferring a total of One Hundred Seventy-Eight Million Dollars ($178,000,000) (pre-discount fair market value) in assets to the three GRATs described in Sections 1.2.1 through 1.2.3 of this Consent. Eleanor understands that if Jonathan R. Caldwell predeceases during any GRAT annuity term, the corpus of the applicable GRAT (or a portion thereof) may be includible in his gross estate for federal estate tax purposes under IRC Section 2036 or Section 2039, which would negate or reduce the intended estate tax savings of that particular GRAT. Eleanor further acknowledges that the remainder interests of all three GRATs are designated to pass to the Caldwell Family Dynasty Trust, and not to her directly. Eleanor understands the zeroed-out structure of each GRAT and that the taxable gift value of each GRAT, as designed, is intended to be zero dollars ($0), though she recognizes that the Internal Revenue Service could challenge the valuation discounts or the annuity calculations upon audit.

2.2 Understanding of Dynasty Trust

Eleanor acknowledges that the Caldwell Family Dynasty Trust is irrevocable and that assets contributed to it, whether by direct gift or by GRAT remainder, cannot be recovered by Jonathan or Eleanor. Eleanor understands that she is not a primary beneficiary of the Dynasty Trust. Spouses of beneficiaries, including Eleanor, are eligible for HEMS distributions only, and only at the discretion of the trustees. Eleanor understands the perpetual nature of the Dynasty Trust under Delaware law and that the trust may continue for an indefinite period, potentially for multiple generations, without any mandatory termination date.

2.3 Understanding of Foundation Contribution

Eleanor acknowledges the Ten Million Dollar ($10,000,000) initial contribution to The Caldwell Family Foundation as a joint charitable gift, with Five Million Dollars ($5,000,000) attributable to each spouse. Eleanor understands that this is an irrevocable charitable gift and that the contributed funds cannot be returned to either Jonathan or Eleanor. Eleanor acknowledges her role as Vice President and director of the Foundation's Board of Directors. Eleanor further understands the self-dealing restrictions imposed by IRC Section 4941 and acknowledges that no Foundation assets may be used for the personal benefit of Jonathan, Eleanor, or any other disqualified person, and that violations of these rules may result in excise taxes and penalties.

2.4 Understanding of ILIT and Life Insurance

Eleanor acknowledges that the Caldwell Family Insurance Trust is irrevocable and that Beacon Life Assurance Company Policy No. BLA-2023-77419, a second-to-die universal life insurance policy, insures her life jointly with Jonathan's life. Eleanor understands that the Fifteen Million Dollar ($15,000,000) death benefit is payable to the ILIT upon the death of the survivor of the two insured lives, and is not payable to Eleanor, Jonathan, or either of their respective estates. Eleanor acknowledges that she has cooperated with the medical underwriting process conducted by Beacon Life Assurance Company and has provided all reasonably requested health information in connection therewith.

2.5 Understanding of Revocable Trust and Will Provisions

Eleanor acknowledges and consents to the terms of the amended and restated Caldwell Revocable Trust, as described in Section 1.6 above. Eleanor understands her rights as income beneficiary of both the credit shelter trust and the marital QTIP trust, and she understands and accepts the general power of appointment that she holds over the marital QTIP trust. Eleanor acknowledges her designation as executor under the pour-over will described in Section 1.7. Eleanor further acknowledges her designation as primary agent under the durable power of attorney described in Section 1.8 and as primary health care agent under the health care proxy described in Section 1.9. Eleanor understands the fiduciary and personal responsibilities associated with each of these designations and accepts them voluntarily.

2.6 Impact on Eleanor's Own Estate

Eleanor acknowledges that the Estate Plan, taken as a whole, will substantially reduce the gross estate that would otherwise be available to her through marital deduction planning, inheritance, or the operation of New York's elective share statute. Eleanor understands that, as a result of the transfers to the GRATs, the Dynasty Trust, the Foundation, and the ILIT, a significant portion of Jonathan's $300,000,000 gross estate will be removed from both Jonathan's taxable estate and, by extension, from the pool of assets that might otherwise pass to Eleanor as surviving spouse. Eleanor acknowledges that her separate assets of approximately Eighteen Million Dollars ($18,000,000) are not affected by this Estate Plan. Eleanor understands that the projected reduction of Jonathan's taxable estate is intended to produce estimated estate tax savings of approximately $24,000,000 to $30,000,000, and that such savings inure to the benefit of the family as a whole, including the Dynasty Trust beneficiaries and their issue.

SECTION 3: REPRESENTATIONS OF ELEANOR V. CALDWELL

Eleanor V. Caldwell hereby makes the following representations as of the date of this Consent:

3.1 Voluntary Consent

Eleanor represents that this Consent is given voluntarily, without coercion, duress, or undue influence by Jonathan R. Caldwell, Calderwood & Harkness LLP, or any other person. Eleanor has had adequate time to review all documents comprising the Estate Plan, to consider the plan in its entirety, and to deliberate with her independent counsel before executing this Consent. Eleanor was not pressured to execute this Consent by any deadline or time constraint, and she has had ample opportunity to ask questions and seek clarification on any aspect of the Estate Plan.

3.2 Independent Legal Counsel

Eleanor represents that she has been independently represented in connection with this Estate Plan by Rachel F. Dunlap, Esq. of Pemberton, Locke & Strauss LLP, 405 Lexington Avenue, 26th Floor, New York, New York 10174. Eleanor has discussed with her independent counsel the legal and financial implications of each structure comprising the Estate Plan, including the GRATs, the Dynasty Trust, the Foundation, the ILIT, the amended Revocable Trust, the pour-over will, and the ancillary documents. Eleanor is satisfied with the advice and representation she has received from Pemberton, Locke & Strauss LLP and from Rachel F. Dunlap, Esq. individually. Eleanor understands that Calderwood & Harkness LLP represents Jonathan R. Caldwell and does not represent Eleanor, and that Calderwood & Harkness LLP owes no duty of loyalty or confidentiality to Eleanor.

3.3 Review of Documents

Eleanor represents that she has reviewed, or has had the opportunity to review, each of the following documents (collectively, the "Estate Plan Documents"), which are also listed on Exhibit A attached hereto:

1. Caldwell 2023 Securities GRAT Trust Agreement (dated April 15, 2023);

2. Caldwell 2023 Realty GRAT Trust Agreement (dated May 1, 2023);

3. Caldwell 2023 Carried Interest GRAT Trust Agreement (dated June 1, 2023);

4. Caldwell Family Dynasty Trust Agreement (dated April 1, 2023);

5. Caldwell Family Insurance Trust Agreement (dated March 15, 2023);

6. Amended and Restated Caldwell Revocable Trust Agreement (effective April 1, 2023);

7. Last Will and Testament of Jonathan R. Caldwell (dated April 1, 2023);

8. Certificate of Incorporation of The Caldwell Family Foundation;

9. Bylaws of The Caldwell Family Foundation;

10. Foundation Initial Contribution Agreement (dated April 1, 2023);

11. Durable General Power of Attorney of Jonathan R. Caldwell (dated April 1, 2023);

12. Health Care Proxy of Jonathan R. Caldwell (dated April 1, 2023);

13. Living Will / Advance Directive of Jonathan R. Caldwell (dated April 1, 2023); and

14. HIPAA Authorization of Jonathan R. Caldwell (dated April 1, 2023).

Eleanor has had the opportunity to review each of the foregoing documents with her independent counsel, Rachel F. Dunlap, Esq., and to ask questions and receive explanations regarding the legal effect and implications of each document.

3.4 Full Disclosure

Eleanor represents that she has received full disclosure of the nature and estimated value of all assets in Jonathan R. Caldwell's estate, including a gross estate valuation of approximately Three Hundred Million Dollars ($300,000,000). Eleanor has received the detailed asset breakdown by category as set forth in Section 1.1 above. Eleanor has been informed of the estimated federal estate tax exposure in the absence of the Estate Plan (approximately $117,532,000, based upon the current federal estate tax rate of 40% and applicable exclusion amount) and the projected estate tax savings under the Estate Plan (approximately $24,000,000 to $30,000,000). Eleanor understands that these figures are estimates based upon current tax law and asset valuations, and that actual results may differ.

3.5 No Waiver of Marital Rights Beyond Scope

Eleanor represents and acknowledges that this Consent applies solely to the specific estate plan structures described in Section 1 of this Consent and does not constitute a general waiver of her marital rights, dower, curtesy, or elective share rights under applicable law, except to the extent that such a waiver is necessary to effectuate the specific structures described herein. Eleanor retains all rights as income beneficiary and holder of the general power of appointment under the marital QTIP trust provisions of the amended and restated Caldwell Revocable Trust. Nothing in this Consent shall be construed to limit Eleanor's right to exercise her general power of appointment over the Marital Trust in any manner she deems appropriate, including the right to appoint the Marital Trust assets to her own estate or to such persons as she may designate.

3.6 Competency. Eleanor represents that she is of sound mind and legal competence to execute this Consent. Eleanor is over the age of eighteen (18) years, being sixty-four (64) years of age as of the date hereof. Eleanor has read this Consent in its entirety, understands its terms and legal effect, and executes it of her own free will.

SECTION 4: GOVERNING LAW

This Spousal Consent and Acknowledgment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles that might result in the application of the laws of another jurisdiction.

SECTION 5: SEVERABILITY

If any provision of this Consent is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalidity, illegality, or unenforceability of such provision shall not affect any other provision of this Consent, and all remaining provisions shall continue in full force and effect. To the extent permitted by applicable law, any invalid, illegal, or unenforceable provision shall be modified or reformed to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties.

SECTION 6: ENTIRE AGREEMENT

This Consent, together with the Estate Plan Documents referenced herein and listed on Exhibit A, constitutes the entire understanding between the parties with respect to the subject matter hereof. This Consent supersedes all prior or contemporaneous discussions, negotiations, representations, and agreements, whether oral or written, relating to the subject matter hereof. This Consent may not be modified, amended, or supplemented except by a written instrument signed by Eleanor V. Caldwell.

SIGNATURE OF CONSENTING SPOUSE

IN WITNESS WHEREOF, Eleanor Victoria Caldwell has executed this Spousal Consent and Acknowledgment as of the date first written above.

________________________________________

Eleanor Victoria Caldwell

Date: April 1, 2023

Printed Name: Eleanor Victoria Caldwell

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

New York, New York 10021

ACKNOWLEDGMENT OF INDEPENDENT COUNSEL

I, Rachel F. Dunlap, Esq., Partner, Private Client, of Pemberton, Locke & Strauss LLP, 405 Lexington Avenue, 26th Floor, New York, New York 10174, hereby confirm and acknowledge the following:

1. I was retained as independent legal counsel to Eleanor V. Caldwell in connection with the comprehensive generational estate plan designed and implemented by Calderwood & Harkness LLP on behalf of Jonathan R. Caldwell (Matter No. 1034-00004).

2. I have reviewed all relevant Estate Plan Documents with Eleanor V. Caldwell, including each of the documents listed on Exhibit A attached hereto, and have discussed with her the material terms, legal effects, and potential consequences of each structure comprising the Estate Plan.

3. I have advised Eleanor V. Caldwell regarding the legal and financial implications of each estate plan structure described in this Consent, including but not limited to the GRAT structures, the Dynasty Trust, the Foundation contribution, the ILIT, the amended Revocable Trust, the pour-over will, and the ancillary documents. I have also advised Eleanor regarding her rights as a surviving spouse under New York law, including her elective share rights, and the extent to which this Consent may affect those rights.

4. Based upon my discussions with Eleanor V. Caldwell and my observations during the course of my representation, I believe that Eleanor V. Caldwell's consent, as set forth in this Consent, is informed and voluntary. To the best of my knowledge, Eleanor V. Caldwell has not been subjected to coercion, duress, or undue influence in connection with the execution of this Consent.

________________________________________

Rachel F. Dunlap, Esq. Partner, Private Client Pemberton, Locke & Strauss LLP 405 Lexington Avenue, 26th Floor New York, New York 10174

Date: April 1, 2023

ACKNOWLEDGMENT OF GRANTOR'S COUNSEL

I, Victoria Chambers, Partner, Trusts & Estates, of Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, New York 10152, hereby confirm and acknowledge the following:

1. Calderwood & Harkness LLP represents Jonathan R. Caldwell in connection with the design and implementation of the comprehensive generational estate plan described in this Consent (Matter No. 1034-00004). Calderwood & Harkness LLP does not represent Eleanor V. Caldwell in this matter, and no attorney-client relationship exists between Calderwood & Harkness LLP and Eleanor V. Caldwell.

2. Calderwood & Harkness LLP recommended that Eleanor V. Caldwell retain independent legal counsel to advise her in connection with the Estate Plan and to protect her independent interests. This recommendation was made at the outset of the engagement and was communicated to both Jonathan R. Caldwell and Eleanor V. Caldwell.

3. Upon Eleanor V. Caldwell's agreement to retain independent counsel, Pemberton, Locke & Strauss LLP was engaged as independent counsel to Eleanor V. Caldwell, with Rachel F. Dunlap, Esq. serving as the lead attorney for such engagement.

4. Calderwood & Harkness LLP has provided to Pemberton, Locke & Strauss LLP complete copies of all relevant Estate Plan Documents for Eleanor V. Caldwell's review, including all trust agreements, the will, the foundation organizational documents, the contribution agreement, the durable power of attorney, the health care proxy, the living will, and the HIPAA authorization. Calderwood & Harkness LLP has responded to all reasonable inquiries from Pemberton, Locke & Strauss LLP regarding the terms and structure of the Estate Plan.

________________________________________

Victoria Chambers Partner, Trusts & Estates Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152

Date: April 1, 2023

Matter No. 1034-00004

NOTARY ACKNOWLEDGMENT

STATE OF NEW YORK COUNTY OF NEW YORK

On this 1st day of April, 2023, before me, the undersigned, a Notary Public in and for the State of New York, personally appeared Eleanor Victoria Caldwell, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

________________________________________

Notary Public, State of New York

Printed Name: ________

Commission No.: ________ My Commission Expires: ________

[NOTARIAL SEAL]

Date: April 1, 2023

EXHIBIT A

LIST OF ESTATE PLAN DOCUMENTS REVIEWED

The following documents have been reviewed by, or made available for review to, Eleanor V. Caldwell and her independent counsel, Rachel F. Dunlap, Esq. of Pemberton, Locke & Strauss LLP, in connection with the execution of this Spousal Consent and Acknowledgment:

Note: Certain of the documents listed above (specifically, items 2, 3, 15, and 16) bear execution dates after the date of this Consent (April 1, 2023). Eleanor V. Caldwell confirms that she has reviewed drafts of such documents in substantially final form prior to the execution of this Consent and consents to their execution in the form presented, subject only to non-material changes. Eleanor further acknowledges that her independent counsel, Rachel F. Dunlap, Esq., has also reviewed such drafts and has advised Eleanor regarding their terms and implications. To the extent that any material changes are made to such documents following the date of this Consent, Eleanor V. Caldwell's consent to such changes shall be obtained separately in writing.

[End of Spousal Consent and Acknowledgment]

Asset Category	Estimated Fair Market Value
Liquid securities (public equities, bonds, cash and cash equivalents)	$112,000,000
Real estate holdings via Stonecrest Realty Holdings LLC (11 commercial and residential properties in New York, New Jersey, and Connecticut)	$134,000,000
Carried interest and fund stakes in Caldwell Ridgeline Capital LLC (Funds IV, V, and VI)	$38,000,000
Art and collectibles	$9,000,000
Other assets (personal property, retirement accounts, miscellaneous)	$7,000,000
Total Estimated Gross Estate	$300,000,000
No.	Document	Execution / Effective Date
1.	Caldwell 2023 Securities GRAT Trust Agreement	April 15, 2023
2.	Caldwell 2023 Realty GRAT Trust Agreement	May 1, 2023
3.	Caldwell 2023 Carried Interest GRAT Trust Agreement	June 1, 2023
4.	Caldwell Family Dynasty Trust Agreement	April 1, 2023
5.	Caldwell Family Insurance Trust Agreement	March 15, 2023
6.	Amended and Restated Caldwell Revocable Trust Agreement	Effective April 1, 2023 (original October 3, 2010)
7.	Last Will and Testament of Jonathan R. Caldwell	April 1, 2023 (revoking prior will dated October 3, 2010)
8.	Certificate of Incorporation of The Caldwell Family Foundation	March 20, 2023
9.	Bylaws of The Caldwell Family Foundation	March 20, 2023
10.	Foundation Initial Contribution Agreement	April 1, 2023
11.	Durable General Power of Attorney of Jonathan R. Caldwell	April 1, 2023
12.	Health Care Proxy of Jonathan R. Caldwell	April 1, 2023
13.	Living Will / Advance Directive of Jonathan R. Caldwell	April 1, 2023
14.	HIPAA Authorization of Jonathan R. Caldwell	April 1, 2023
15.	Assignment of Stonecrest Realty Holdings LLC Membership Interest to Caldwell 2023 Realty GRAT	May 1, 2023
16.	Assignment of Caldwell Ridgeline Capital LP Interests and Carried Interest to Caldwell 2023 Carried Interest GRAT	June 1, 2023
17.	ILIT — Assignment of Life Insurance Policy (Beacon Life Assurance Company, Policy No. BLA-2023-77419)	March 15, 2023

SPOUSAL CONSENT AND ACKNOWLEDGMENT
Estate Plan of Jonathan Robert Caldwell
Date of Execution: April 1, 2023
RECITALS
A. Identification of the Consenting Spouse. The undersigned, Eleanor Victoria Caldwell (née Whitmore), born September 22, 1958, residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021 (hereinafter, "Eleanor" or the "Consenting Spouse"), has been married to Jonathan Robert Caldwell (born March 14, 1956) since June 15, 1985. Eleanor's Social Security number ends in 6203. Eleanor executes this Spousal Consent and Acknowledgment (this "Consent") freely and voluntarily in connection with the comprehensive generational estate plan (the "Estate Plan") designed and implemented on behalf of her husband, Jonathan Robert Caldwell, as more fully described herein.
B. Identification of the Grantor. Jonathan Robert Caldwell (hereinafter, "Jonathan" or the "Grantor"), Social Security number ending in 4781, residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021, is the Grantor and primary settlor of the various trusts, entities, and estate planning instruments comprising the Estate Plan.
C. Purpose of This Consent. Eleanor V. Caldwell provides her informed, voluntary consent to the comprehensive generational estate plan designed and implemented by Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, New York 10152 (the "Firm" or "Grantor's Counsel"), on behalf of Jonathan R. Caldwell. This engagement is designated as Matter No. 1034-00004 in the records of Calderwood & Harkness LLP. The purpose of this Consent is to memorialize Eleanor's understanding of, and agreement to, the various estate planning structures that comprise the Estate Plan, including but not limited to the grantor retained annuity trusts, dynasty trust, family foundation, irrevocable life insurance trust, amended revocable trust, pour-over will, and related ancillary documents, each as more fully described in Section 1 below. Eleanor understands that certain of these structures may affect her rights as a surviving spouse, her potential inheritance, and her tax obligations, and she nonetheless provides this Consent after careful deliberation, full disclosure, and the benefit of independent legal counsel.
D. Independent Legal Representation. Eleanor V. Caldwell has been independently represented in connection with this Estate Plan by Rachel F. Dunlap, Esq., Partner, Private Client, of Pemberton, Locke & Strauss LLP, 405 Lexington Avenue, 26th Floor, New York, New York 10174. Pemberton, Locke & Strauss LLP was engaged at the recommendation of Calderwood & Harkness LLP to ensure that Eleanor's interests are independently protected and that she receives legal advice from counsel who owes a duty of loyalty solely to her. Eleanor confirms that she has received independent legal advice regarding the nature, terms, and consequences of each estate plan structure described herein. Eleanor further confirms that she has had the opportunity to ask questions of her independent counsel and to request modifications to the Estate Plan, and that she is satisfied with the legal representation she has received.
E. Marital Property Acknowledgment. All property of Jonathan R. Caldwell subject to the Estate Plan is his separate property under the laws of the State of New York. Eleanor V. Caldwell holds separate assets of approximately Eighteen Million Dollars ($18,000,000), which are not part of this engagement and are not affected by the Estate Plan. New York is not a community property state, and accordingly, no community property interests are implicated by any of the structures described herein. Eleanor acknowledges that she has no present ownership interest in the assets being transferred pursuant to the Estate Plan, except as specifically set forth in this Consent with respect to the joint charitable contribution to The Caldwell Family Foundation.
NOW, THEREFORE, Eleanor V. Caldwell acknowledges, represents, and consents as follows:
SECTION 1: DESCRIPTION OF ESTATE PLAN STRUCTURES TO WHICH CONSENT IS GIVEN
1.1 Overview of Jonathan R. Caldwell's Estate
Jonathan R. Caldwell's total estimated gross estate, as of the date of this Consent and based upon valuations and appraisals obtained by Calderwood & Harkness LLP, is approximately Three Hundred Million Dollars ($300,000,000). This estimate is based upon the following asset categories, which Eleanor acknowledges have been fully disclosed to her and to her independent counsel:
Eleanor acknowledges that Jonathan R. Caldwell has no significant personal liabilities and that entity-level debt associated with Stonecrest Realty Holdings LLC and Caldwell Ridgeline Capital LLC is non-recourse to Jonathan personally.
1.2 Grantor Retained Annuity Trusts (GRATs)
The Estate Plan includes three separate Grantor Retained Annuity Trusts, each designed as a "zeroed-out" GRAT under Internal Revenue Code ("IRC") Section 2702 and applicable Treasury Regulations. The purpose of the GRAT structures is to transfer appreciation on contributed assets to the next generation with minimal or no gift tax cost. Eleanor acknowledges her understanding of the following GRAT structures:
1.2.1 GRAT A — Caldwell 2023 Securities GRAT.  The Caldwell 2023 Securities GRAT ("GRAT A") is funded on or about April 15, 2023, with a corpus consisting of Sixty Million Dollars ($60,000,000) in publicly traded securities selected from Jonathan R. Caldwell's liquid securities portfolio. The material terms of GRAT A are as follows:
(a) Funding Date: April 15, 2023.
(b) Corpus: $60,000,000 in publicly traded securities.
(c) Term: Two (2) years.
(d) Applicable Section 7520 Rate: 5.0% (based on the March 2023 rate).
(e) Annual Annuity Payment: $32,195,122, calculated to produce a remainder value of zero (i.e., a "zeroed-out" GRAT) such that the taxable gift upon funding is designed to be $0.
(f) Grantor and Trustee During Annuity Term: Jonathan R. Caldwell shall serve as both the grantor and the trustee of GRAT A during the annuity term.
(g) Remainder Beneficiary: Upon the expiration of the two-year annuity term, all remaining trust assets (i.e., the excess of the trust corpus and appreciation over the annuity payments made) shall pass to the Caldwell Family Dynasty Trust, as described in Section 1.3 below.
1.2.2 GRAT B — Caldwell 2023 Realty GRAT.  The Caldwell 2023 Realty GRAT ("GRAT B") is funded on or about May 1, 2023, with a corpus consisting of membership interests in Stonecrest Realty Holdings LLC. The material terms of GRAT B are as follows:
(a) Funding Date: May 1, 2023.
(b) Corpus: $80,000,000 in Stonecrest Realty Holdings LLC membership interests, representing approximately 59.7% of the total entity value of $134,000,000.
(c) Valuation discounts: A combined twenty-five percent (25%) lack-of-marketability and lack-of-control discount has been applied to the contributed membership interests, resulting in a post-discount fair market value for federal gift tax purposes of $60,000,000. This discount has been supported by an independent appraisal.
(d) Term: Three (3) years.
(e) Applicable Section 7520 Rate: 5.0% (based on the April 2023 rate).
(f) Annual Annuity Payment: $29,375,859, calculated to produce a remainder value of zero (zeroed-out) such that the taxable gift upon funding is designed to be $0.
(g) Grantor and Trustee During Annuity Term: Jonathan R. Caldwell shall serve as both the grantor and the trustee of GRAT B during the annuity term.
(h) Remainder Beneficiary: Upon the expiration of the three-year annuity term, all remaining trust assets shall pass to the Caldwell Family Dynasty Trust.
1.2.3 GRAT C — Caldwell 2023 Carried Interest GRAT.  The Caldwell 2023 Carried Interest GRAT ("GRAT C") is funded on or about June 1, 2023, with a corpus consisting of limited partnership interests and carried-interest positions in Caldwell Ridgeline Capital LLC. The material terms of GRAT C are as follows:
(a) Funding Date: June 1, 2023.
(b) Corpus: $38,000,000 (pre-discount fair market value) in LP interests and carried-interest positions, consisting of:
(i) Caldwell Ridgeline Fund IV LP interest: $12,000,000 (subject to a 35% valuation discount);
(ii) Caldwell Ridgeline Fund V LP interest: $14,000,000 (subject to a 35% valuation discount); and
(iii) Caldwell Ridgeline Fund VI LP carried interest: $12,000,000 (subject to a 30% valuation discount).
(c) Blended Post-discount Fair Market Value: $25,300,000 for federal gift tax purposes.
(d) Term: Three (3) years.
(e) Applicable Section 7520 Rate: 5.0% (based on the May 2023 rate).
(f) Annual Annuity Payment: $13,953,759, calculated to produce a remainder value of zero (zeroed-out) such that the taxable gift upon funding is designed to be $0.
(g) Grantor and Trustee During Annuity Term: Jonathan R. Caldwell shall serve as both the grantor and the trustee of GRAT C during the annuity term.
(h) Remainder Beneficiary: Upon the expiration of the three-year annuity term, all remaining trust assets shall pass to the Caldwell Family Dynasty Trust.
1.2.4 Total GRAT-Funded Assets.  The aggregate pre-discount fair market value of all assets transferred to the three GRATs described above is One Hundred Seventy-Eight Million Dollars ($178,000,000). All GRAT remainder interests are designated to pass to the Caldwell Family Dynasty Trust upon the completion of the respective annuity terms. The projected estate tax savings attributable to the GRAT structures, assuming appreciation of the contributed assets in excess of the applicable Section 7520 hurdle rate of 5.0%, is estimated to be approximately $24,000,000 to $30,000,000, calculated at the current federal estate tax rate of 40%. Eleanor acknowledges that these projected savings are estimates only and are contingent upon actual investment performance exceeding the hurdle rate during the relevant annuity terms.
1.3 Caldwell Family Dynasty Trust
The Caldwell Family Dynasty Trust (the "Dynasty Trust") is a long-term, multi-generational irrevocable trust established for the benefit of Jonathan and Eleanor's descendants and their families. The material terms of the Dynasty Trust are as follows:
(a) Date of Execution: April 1, 2023.
(b) Situs and Governing Law: The Dynasty Trust is sitused in the State of Delaware and is governed by Delaware law. Pursuant to the Delaware perpetual trust statute (25 Del. C. § 503(a)), the Dynasty Trust is not subject to any rule against perpetuities and may continue in perpetuity.
(c) Grantor: Jonathan R. Caldwell.
(d) Initial Funding: Five Million Dollars ($5,000,000) in cash, contributed as a direct gift using a portion of Jonathan R. Caldwell's remaining lifetime gift tax exemption. Jonathan's 2023 basic exclusion amount is $12,920,000, of which $6,750,000 has been utilized by prior taxable gifts, leaving $6,170,000 of remaining exemption. The $5,000,000 initial contribution will consume $5,000,000 of such remaining exemption, leaving $1,170,000 of unused gift tax exemption. In addition, $5,000,000 of Jonathan's generation-skipping transfer ("GST") tax exemption has been allocated to the initial funding of the Dynasty Trust.
(e) Additional Funding: The Dynasty Trust is expected to receive additional funding from the remainder interests of GRAT A, GRAT B, and GRAT C upon the expiration of the respective annuity terms.
(f) Co-Trustees: Thomas R. Caldwell (as family trustee) and Northgate Trust Company of Delaware (as institutional trustee). The primary contact at Northgate Trust Company of Delaware is Philip A. Rossiter, Senior Vice President, Trust Administration, located at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801.
(g) Distribution Committee: Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell shall serve as the Distribution Committee. Unanimous approval of all members of the Distribution Committee is required for any discretionary distribution exceeding One Hundred Thousand Dollars ($100,000) per beneficiary per calendar year.
(h) Distribution Standard: The trustees shall have authority to make distributions for the health, education, maintenance, and support ("HEMS") of the beneficiaries, in accordance with the ascertainable standard set forth in IRC Section 2041(b)(1)(A). In addition, broader discretionary distributions may be made with the approval of the Distribution Committee, subject to the unanimity requirement described in subparagraph (g) above.
(i) Trust Protector: Victoria Chambers of Calderwood & Harkness LLP shall serve as Trust Protector in a non-fiduciary capacity. The Trust Protector's powers include, without limitation, the power to modify administrative provisions of the Dynasty Trust, to change the situs of the trust, and to remove and appoint trustees.
(j) Beneficiaries: The beneficiaries of the Dynasty Trust are Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell, and their respective issue, per stirpes. The current issue of the named beneficiaries are James W. Hartfield (age 8), Charlotte M. Hartfield (age 5), Lucas T. Caldwell (age 3), and Nora E. Caldwell (age 1). Spouses of beneficiaries are eligible for HEMS distributions only and are not eligible for broader discretionary distributions.
1.4 The Caldwell Family Foundation
The Caldwell Family Foundation (the "Foundation") is a private foundation established to carry out the family's philanthropic objectives. The material terms and organizational details of the Foundation are as follows:
(a) Organizational Structure: The Foundation is a New York not-for-profit corporation organized under the New York Not-for-Profit Corporation Law (N-PCL). It was incorporated on March 20, 2023, with the New York Department of State (Filing No. 230320-001847).
(b) Employer Identification Number: 88-3021547.
(c) Registered Address: 330 Madison Avenue, Suite 2401, New York, New York 10017.
(d) Tax-Exempt Status: The Foundation received its determination letter from the Internal Revenue Service recognizing its status as an organization described in IRC Section 501(c)(3) on July 14, 2023. The Foundation is classified as a private foundation under IRC Section 509(a).
(e) Initial Funding: Ten Million Dollars ($10,000,000) in cash, contributed as a joint gift by Jonathan R. Caldwell and Eleanor V. Caldwell, with $5,000,000 attributable to each spouse. Eleanor V. Caldwell serves as co-grantor of the Foundation's initial endowment.
(f) Charitable Deduction: The total charitable deduction for the initial contribution is $10,000,000. Pursuant to IRC Section 170(b)(1)(D), the charitable deduction for cash contributions to private foundations is limited to 30% of the donor's adjusted gross income ("AGI"). Based upon the Caldwells' estimated 2022 AGI of $22,500,000, the Year 1 deduction is estimated at $6,750,000, with a carryforward of $3,250,000 available for use over the subsequent five (5) taxable years pursuant to IRC Section 170(d).
(g) Annual Minimum Distribution: The Foundation is required to distribute at least 5% of its net investment assets annually, in compliance with IRC Section 4942. The Year 1 distribution target is $500,000.
(h) Board of Directors: 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).
(i) Mission: The Foundation's charitable mission encompasses the advancement of arts, education, and environmental conservation, with a primary focus on the New York metropolitan area.
(j) Compensation and Self-Dealing Policies: No compensation is paid to family-member directors, in compliance with IRC Section 4941 and applicable self-dealing rules. The Foundation has adopted comprehensive conflict-of-interest and self-dealing policies, and all directors have executed written acknowledgments of such policies.
1.5 Caldwell Family Insurance Trust (ILIT)
The Caldwell Family Insurance Trust (the "ILIT") is an irrevocable life insurance trust designed to provide estate tax liquidity on the second death of Jonathan and Eleanor. The material terms of the ILIT are as follows:
(a) Date of Establishment: March 15, 2023.
(b) Grantor: Jonathan R. Caldwell.
(c) Trustee: Northgate Trust Company of Delaware.
(d) Life Insurance Policy: Second-to-die universal life insurance policy issued by Beacon Life Assurance Company, Policy No. BLA-2023-77419.
(e) Insured Lives: Jonathan R. Caldwell and Eleanor V. Caldwell, jointly.
(f) Death Benefit: Fifteen Million Dollars ($15,000,000), payable upon the death of the survivor of the two insured lives.
(g) Annual Premium: $187,500.
(h) Crummey Beneficiaries: Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell, each of whom holds a withdrawal right of $5,000 per beneficiary per year, exercisable within thirty (30) days of receipt of notice of each premium payment.
(i) Annual Exclusion Coverage: Three (3) Crummey beneficiaries multiplied by the 2023 annual exclusion of $17,000 per beneficiary equals $51,000 in annual exclusion coverage. The balance of the annual premium ($136,500) utilizes Jonathan R. Caldwell's remaining lifetime gift tax exemption.
(j) Insurance Broker: The life insurance policy was procured by Glenmore Insurance Brokerage LLC, through Nathan C. Freed, Senior Vice President.
(k) Purpose: The ILIT is designed to provide estate tax liquidity upon the second death of the insured lives. The policy proceeds will be payable to the ILIT and will be held outside of the taxable estates of both Jonathan and Eleanor.
(l) Eleanor's Cooperation: Eleanor acknowledges that the policy insures her life jointly with Jonathan's and that she has cooperated with the medical underwriting process conducted by Beacon Life Assurance Company.
1.6 Amended and Restated Caldwell Revocable Trust
The Caldwell Revocable Trust (the "Revocable Trust") was originally established on October 3, 2010, and has been amended and restated effective April 1, 2023 (the "Restatement"), with a restatement date of February 6, 2023. The material terms of the Revocable Trust, as amended and restated, are as follows:
(a) Settlor: Jonathan R. Caldwell.
(b) Operative Provisions Upon Jonathan's Death:
(i) Credit Shelter Trust: Upon Jonathan's death, a credit shelter trust (also known as a bypass trust or "B Trust") shall be funded with assets equal to the then-applicable federal estate tax exemption amount, with Eleanor V. Caldwell as the income beneficiary.
(ii) Marital QTIP Trust: The balance of the Revocable Trust assets, after funding of the credit shelter trust, shall pass to a qualified terminable interest property ("QTIP") marital trust (the "Marital Trust"), with Eleanor V. Caldwell as the income beneficiary.
(iii) General Power of Appointment: Eleanor V. Caldwell holds a general power of appointment over the Marital Trust, exercisable by will or inter vivos instrument, in accordance with IRC Section 2056(b)(7).
(c) Coordination with Other Estate Plan Structures: The Revocable Trust is designed to coordinate with the Dynasty Trust, the GRAT remainder interests, the Foundation, and the ILIT, so as to create a comprehensive and integrated estate plan. Upon Jonathan's death, the Revocable Trust serves as the receptacle for probate assets pursuant to the pour-over will described in Section 1.7 below.
(d) Governing Law: The Revocable Trust is governed by the laws of the State of New York.
1.7 Pour-Over Will
The Last Will and Testament of Jonathan R. Caldwell (the "Will") was executed on April 1, 2023. The Will expressly revokes all prior wills and codicils of Jonathan R. Caldwell, including the prior will dated October 3, 2010. The Will directs that all probate assets of Jonathan R. Caldwell be distributed ("poured over") to the Caldwell Revocable Trust, to be administered in accordance with the terms of that trust as amended and restated. Eleanor V. Caldwell is named as executor of the Will, with Thomas R. Caldwell designated as successor executor. The Will was witnessed by Monica Reyes and Elliot Nguyen, each of whom is an attorney employed by Calderwood & Harkness LLP.
1.8 Durable Power of Attorney
Jonathan R. Caldwell has executed a Durable General Power of Attorney, effective April 1, 2023, in compliance with New York General Obligations Law Section 5-1501 et seq. Eleanor V. Caldwell is designated as the primary agent under the power of attorney. Thomas R. Caldwell is designated as successor agent, to serve in the event that Eleanor is unable or unwilling to act.
1.9 Health Care Proxy, Living Will, and HIPAA Authorization
Jonathan R. Caldwell has executed the following health care-related advance directive documents, each dated April 1, 2023:
(a) Health Care Proxy: Eleanor V. Caldwell is designated as Jonathan's health care agent, with authority to make health care decisions on his behalf in the event that he is unable to do so. Katherine C. Hartfield is designated as successor health care agent.
(b) Living Will / Advance Directive: Jonathan R. Caldwell has executed a living will setting forth his wishes regarding end-of-life medical treatment, including his instructions regarding life-sustaining measures, palliative care, and organ donation.
(c) HIPAA Authorization: Jonathan R. Caldwell has executed a HIPAA authorization permitting the following individuals to access his protected health information: Eleanor V. Caldwell, Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell.
SECTION 2: ELEANOR V. CALDWELL'S SPECIFIC ACKNOWLEDGMENTS
Eleanor V. Caldwell hereby makes the following specific acknowledgments with respect to each component of the Estate Plan described in Section 1 above:
2.1 Understanding of GRAT Structures
Eleanor acknowledges that Jonathan R. Caldwell is transferring a total of One Hundred Seventy-Eight Million Dollars ($178,000,000) (pre-discount fair market value) in assets to the three GRATs described in Sections 1.2.1 through 1.2.3 of this Consent. Eleanor understands that if Jonathan R. Caldwell predeceases during any GRAT annuity term, the corpus of the applicable GRAT (or a portion thereof) may be includible in his gross estate for federal estate tax purposes under IRC Section 2036 or Section 2039, which would negate or reduce the intended estate tax savings of that particular GRAT. Eleanor further acknowledges that the remainder interests of all three GRATs are designated to pass to the Caldwell Family Dynasty Trust, and not to her directly. Eleanor understands the zeroed-out structure of each GRAT and that the taxable gift value of each GRAT, as designed, is intended to be zero dollars ($0), though she recognizes that the Internal Revenue Service could challenge the valuation discounts or the annuity calculations upon audit.
2.2 Understanding of Dynasty Trust
Eleanor acknowledges that the Caldwell Family Dynasty Trust is irrevocable and that assets contributed to it, whether by direct gift or by GRAT remainder, cannot be recovered by Jonathan or Eleanor. Eleanor understands that she is not a primary beneficiary of the Dynasty Trust. Spouses of beneficiaries, including Eleanor, are eligible for HEMS distributions only, and only at the discretion of the trustees. Eleanor understands the perpetual nature of the Dynasty Trust under Delaware law and that the trust may continue for an indefinite period, potentially for multiple generations, without any mandatory termination date.
2.3 Understanding of Foundation Contribution
Eleanor acknowledges the Ten Million Dollar ($10,000,000) initial contribution to The Caldwell Family Foundation as a joint charitable gift, with Five Million Dollars ($5,000,000) attributable to each spouse. Eleanor understands that this is an irrevocable charitable gift and that the contributed funds cannot be returned to either Jonathan or Eleanor. Eleanor acknowledges her role as Vice President and director of the Foundation's Board of Directors. Eleanor further understands the self-dealing restrictions imposed by IRC Section 4941 and acknowledges that no Foundation assets may be used for the personal benefit of Jonathan, Eleanor, or any other disqualified person, and that violations of these rules may result in excise taxes and penalties.
2.4 Understanding of ILIT and Life Insurance
Eleanor acknowledges that the Caldwell Family Insurance Trust is irrevocable and that Beacon Life Assurance Company Policy No. BLA-2023-77419, a second-to-die universal life insurance policy, insures her life jointly with Jonathan's life. Eleanor understands that the Fifteen Million Dollar ($15,000,000) death benefit is payable to the ILIT upon the death of the survivor of the two insured lives, and is not payable to Eleanor, Jonathan, or either of their respective estates. Eleanor acknowledges that she has cooperated with the medical underwriting process conducted by Beacon Life Assurance Company and has provided all reasonably requested health information in connection therewith.
2.5 Understanding of Revocable Trust and Will Provisions
Eleanor acknowledges and consents to the terms of the amended and restated Caldwell Revocable Trust, as described in Section 1.6 above. Eleanor understands her rights as income beneficiary of both the credit shelter trust and the marital QTIP trust, and she understands and accepts the general power of appointment that she holds over the marital QTIP trust. Eleanor acknowledges her designation as executor under the pour-over will described in Section 1.7. Eleanor further acknowledges her designation as primary agent under the durable power of attorney described in Section 1.8 and as primary health care agent under the health care proxy described in Section 1.9. Eleanor understands the fiduciary and personal responsibilities associated with each of these designations and accepts them voluntarily.
2.6 Impact on Eleanor's Own Estate
Eleanor acknowledges that the Estate Plan, taken as a whole, will substantially reduce the gross estate that would otherwise be available to her through marital deduction planning, inheritance, or the operation of New York's elective share statute. Eleanor understands that, as a result of the transfers to the GRATs, the Dynasty Trust, the Foundation, and the ILIT, a significant portion of Jonathan's $300,000,000 gross estate will be removed from both Jonathan's taxable estate and, by extension, from the pool of assets that might otherwise pass to Eleanor as surviving spouse. Eleanor acknowledges that her separate assets of approximately Eighteen Million Dollars ($18,000,000) are not affected by this Estate Plan. Eleanor understands that the projected reduction of Jonathan's taxable estate is intended to produce estimated estate tax savings of approximately $24,000,000 to $30,000,000, and that such savings inure to the benefit of the family as a whole, including the Dynasty Trust beneficiaries and their issue.
SECTION 3: REPRESENTATIONS OF ELEANOR V. CALDWELL
Eleanor V. Caldwell hereby makes the following representations as of the date of this Consent:
3.1 Voluntary Consent
Eleanor represents that this Consent is given voluntarily, without coercion, duress, or undue influence by Jonathan R. Caldwell, Calderwood & Harkness LLP, or any other person. Eleanor has had adequate time to review all documents comprising the Estate Plan, to consider the plan in its entirety, and to deliberate with her independent counsel before executing this Consent. Eleanor was not pressured to execute this Consent by any deadline or time constraint, and she has had ample opportunity to ask questions and seek clarification on any aspect of the Estate Plan.
3.2 Independent Legal Counsel
Eleanor represents that she has been independently represented in connection with this Estate Plan by Rachel F. Dunlap, Esq. of Pemberton, Locke & Strauss LLP, 405 Lexington Avenue, 26th Floor, New York, New York 10174. Eleanor has discussed with her independent counsel the legal and financial implications of each structure comprising the Estate Plan, including the GRATs, the Dynasty Trust, the Foundation, the ILIT, the amended Revocable Trust, the pour-over will, and the ancillary documents. Eleanor is satisfied with the advice and representation she has received from Pemberton, Locke & Strauss LLP and from Rachel F. Dunlap, Esq. individually. Eleanor understands that Calderwood & Harkness LLP represents Jonathan R. Caldwell and does not represent Eleanor, and that Calderwood & Harkness LLP owes no duty of loyalty or confidentiality to Eleanor.
3.3 Review of Documents
Eleanor represents that she has reviewed, or has had the opportunity to review, each of the following documents (collectively, the "Estate Plan Documents"), which are also listed on Exhibit A attached hereto:
1.  Caldwell 2023 Securities GRAT Trust Agreement (dated April 15, 2023);
2.  Caldwell 2023 Realty GRAT Trust Agreement (dated May 1, 2023);
3.  Caldwell 2023 Carried Interest GRAT Trust Agreement (dated June 1, 2023);
4.  Caldwell Family Dynasty Trust Agreement (dated April 1, 2023);
5.  Caldwell Family Insurance Trust Agreement (dated March 15, 2023);
6.  Amended and Restated Caldwell Revocable Trust Agreement (effective April 1, 2023);
7.  Last Will and Testament of Jonathan R. Caldwell (dated April 1, 2023);
8.  Certificate of Incorporation of The Caldwell Family Foundation;
9.  Bylaws of The Caldwell Family Foundation;
10.  Foundation Initial Contribution Agreement (dated April 1, 2023);
11.  Durable General Power of Attorney of Jonathan R. Caldwell (dated April 1, 2023);
12.  Health Care Proxy of Jonathan R. Caldwell (dated April 1, 2023);
13.  Living Will / Advance Directive of Jonathan R. Caldwell (dated April 1, 2023); and
14.  HIPAA Authorization of Jonathan R. Caldwell (dated April 1, 2023).
Eleanor has had the opportunity to review each of the foregoing documents with her independent counsel, Rachel F. Dunlap, Esq., and to ask questions and receive explanations regarding the legal effect and implications of each document.
3.4 Full Disclosure
Eleanor represents that she has received full disclosure of the nature and estimated value of all assets in Jonathan R. Caldwell's estate, including a gross estate valuation of approximately Three Hundred Million Dollars ($300,000,000). Eleanor has received the detailed asset breakdown by category as set forth in Section 1.1 above. Eleanor has been informed of the estimated federal estate tax exposure in the absence of the Estate Plan (approximately $117,532,000, based upon the current federal estate tax rate of 40% and applicable exclusion amount) and the projected estate tax savings under the Estate Plan (approximately $24,000,000 to $30,000,000). Eleanor understands that these figures are estimates based upon current tax law and asset valuations, and that actual results may differ.
3.5 No Waiver of Marital Rights Beyond Scope
Eleanor represents and acknowledges that this Consent applies solely to the specific estate plan structures described in Section 1 of this Consent and does not constitute a general waiver of her marital rights, dower, curtesy, or elective share rights under applicable law, except to the extent that such a waiver is necessary to effectuate the specific structures described herein. Eleanor retains all rights as income beneficiary and holder of the general power of appointment under the marital QTIP trust provisions of the amended and restated Caldwell Revocable Trust. Nothing in this Consent shall be construed to limit Eleanor's right to exercise her general power of appointment over the Marital Trust in any manner she deems appropriate, including the right to appoint the Marital Trust assets to her own estate or to such persons as she may designate.
3.6 Competency.  Eleanor represents that she is of sound mind and legal competence to execute this Consent. Eleanor is over the age of eighteen (18) years, being sixty-four (64) years of age as of the date hereof. Eleanor has read this Consent in its entirety, understands its terms and legal effect, and executes it of her own free will.
SECTION 4: GOVERNING LAW
This Spousal Consent and Acknowledgment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles that might result in the application of the laws of another jurisdiction.
SECTION 5: SEVERABILITY
If any provision of this Consent is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalidity, illegality, or unenforceability of such provision shall not affect any other provision of this Consent, and all remaining provisions shall continue in full force and effect. To the extent permitted by applicable law, any invalid, illegal, or unenforceable provision shall be modified or reformed to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties.
SECTION 6: ENTIRE AGREEMENT
This Consent, together with the Estate Plan Documents referenced herein and listed on Exhibit A, constitutes the entire understanding between the parties with respect to the subject matter hereof. This Consent supersedes all prior or contemporaneous discussions, negotiations, representations, and agreements, whether oral or written, relating to the subject matter hereof. This Consent may not be modified, amended, or supplemented except by a written instrument signed by Eleanor V. Caldwell.
SIGNATURE OF CONSENTING SPOUSE
IN WITNESS WHEREOF, Eleanor Victoria Caldwell has executed this Spousal Consent and Acknowledgment as of the date first written above.
________________________________________
Eleanor Victoria Caldwell
Date: April 1, 2023
Printed Name: Eleanor Victoria Caldwell
Address: 418 East 72nd Street, Apt. 14A
New York, New York 10021
ACKNOWLEDGMENT OF INDEPENDENT COUNSEL
I, Rachel F. Dunlap, Esq., Partner, Private Client, of Pemberton, Locke & Strauss LLP, 405 Lexington Avenue, 26th Floor, New York, New York 10174, hereby confirm and acknowledge the following:
1.  I was retained as independent legal counsel to Eleanor V. Caldwell in connection with the comprehensive generational estate plan designed and implemented by Calderwood & Harkness LLP on behalf of Jonathan R. Caldwell (Matter No. 1034-00004).
2.  I have reviewed all relevant Estate Plan Documents with Eleanor V. Caldwell, including each of the documents listed on Exhibit A attached hereto, and have discussed with her the material terms, legal effects, and potential consequences of each structure comprising the Estate Plan.
3.  I have advised Eleanor V. Caldwell regarding the legal and financial implications of each estate plan structure described in this Consent, including but not limited to the GRAT structures, the Dynasty Trust, the Foundation contribution, the ILIT, the amended Revocable Trust, the pour-over will, and the ancillary documents. I have also advised Eleanor regarding her rights as a surviving spouse under New York law, including her elective share rights, and the extent to which this Consent may affect those rights.
4.  Based upon my discussions with Eleanor V. Caldwell and my observations during the course of my representation, I believe that Eleanor V. Caldwell's consent, as set forth in this Consent, is informed and voluntary. To the best of my knowledge, Eleanor V. Caldwell has not been subjected to coercion, duress, or undue influence in connection with the execution of this Consent.
________________________________________
Rachel F. Dunlap, Esq. Partner, Private Client Pemberton, Locke & Strauss LLP 405 Lexington Avenue, 26th Floor New York, New York 10174
Date: April 1, 2023
ACKNOWLEDGMENT OF GRANTOR'S COUNSEL
I, Victoria Chambers, Partner, Trusts & Estates, of Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, New York 10152, hereby confirm and acknowledge the following:
1.  Calderwood & Harkness LLP represents Jonathan R. Caldwell in connection with the design and implementation of the comprehensive generational estate plan described in this Consent (Matter No. 1034-00004). Calderwood & Harkness LLP does not represent Eleanor V. Caldwell in this matter, and no attorney-client relationship exists between Calderwood & Harkness LLP and Eleanor V. Caldwell.
2.  Calderwood & Harkness LLP recommended that Eleanor V. Caldwell retain independent legal counsel to advise her in connection with the Estate Plan and to protect her independent interests. This recommendation was made at the outset of the engagement and was communicated to both Jonathan R. Caldwell and Eleanor V. Caldwell.
3.  Upon Eleanor V. Caldwell's agreement to retain independent counsel, Pemberton, Locke & Strauss LLP was engaged as independent counsel to Eleanor V. Caldwell, with Rachel F. Dunlap, Esq. serving as the lead attorney for such engagement.
4.  Calderwood & Harkness LLP has provided to Pemberton, Locke & Strauss LLP complete copies of all relevant Estate Plan Documents for Eleanor V. Caldwell's review, including all trust agreements, the will, the foundation organizational documents, the contribution agreement, the durable power of attorney, the health care proxy, the living will, and the HIPAA authorization. Calderwood & Harkness LLP has responded to all reasonable inquiries from Pemberton, Locke & Strauss LLP regarding the terms and structure of the Estate Plan.
________________________________________
Victoria Chambers Partner, Trusts & Estates Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152
Date: April 1, 2023
Matter No. 1034-00004
NOTARY ACKNOWLEDGMENT
STATE OF NEW YORK COUNTY OF NEW YORK
On this 1st day of April, 2023, before me, the undersigned, a Notary Public in and for the State of New York, personally appeared Eleanor Victoria Caldwell, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.
________________________________________
Notary Public, State of New York
Printed Name: ________
Commission No.: ________ My Commission Expires: ________
[NOTARIAL SEAL]
Date: April 1, 2023
EXHIBIT A
LIST OF ESTATE PLAN DOCUMENTS REVIEWED
The following documents have been reviewed by, or made available for review to, Eleanor V. Caldwell and her independent counsel, Rachel F. Dunlap, Esq. of Pemberton, Locke & Strauss LLP, in connection with the execution of this Spousal Consent and Acknowledgment:
Note: Certain of the documents listed above (specifically, items 2, 3, 15, and 16) bear execution dates after the date of this Consent (April 1, 2023). Eleanor V. Caldwell confirms that she has reviewed drafts of such documents in substantially final form prior to the execution of this Consent and consents to their execution in the form presented, subject only to non-material changes. Eleanor further acknowledges that her independent counsel, Rachel F. Dunlap, Esq., has also reviewed such drafts and has advised Eleanor regarding their terms and implications. To the extent that any material changes are made to such documents following the date of this Consent, Eleanor V. Caldwell's consent to such changes shall be obtained separately in writing.
[End of Spousal Consent and Acknowledgment]
Asset Category | Estimated Fair Market Value
Liquid securities (public equities, bonds, cash and cash equivalents) | $112,000,000
Real estate holdings via Stonecrest Realty Holdings LLC (11 commercial and residential properties in New York, New Jersey, and Connecticut) | $134,000,000
Carried interest and fund stakes in Caldwell Ridgeline Capital LLC (Funds IV, V, and VI) | $38,000,000
Art and collectibles | $9,000,000
Other assets (personal property, retirement accounts, miscellaneous) | $7,000,000
Total Estimated Gross Estate | $300,000,000
No. | Document | Execution / Effective Date
1. | Caldwell 2023 Securities GRAT Trust Agreement | April 15, 2023
2. | Caldwell 2023 Realty GRAT Trust Agreement | May 1, 2023
3. | Caldwell 2023 Carried Interest GRAT Trust Agreement | June 1, 2023
4. | Caldwell Family Dynasty Trust Agreement | April 1, 2023
5. | Caldwell Family Insurance Trust Agreement | March 15, 2023
6. | Amended and Restated Caldwell Revocable Trust Agreement | Effective April 1, 2023 (original October 3, 2010)
7. | Last Will and Testament of Jonathan R. Caldwell | April 1, 2023 (revoking prior will dated October 3, 2010)
8. | Certificate of Incorporation of The Caldwell Family Foundation | March 20, 2023
9. | Bylaws of The Caldwell Family Foundation | March 20, 2023
10. | Foundation Initial Contribution Agreement | April 1, 2023
11. | Durable General Power of Attorney of Jonathan R. Caldwell | April 1, 2023
12. | Health Care Proxy of Jonathan R. Caldwell | April 1, 2023
13. | Living Will / Advance Directive of Jonathan R. Caldwell | April 1, 2023
14. | HIPAA Authorization of Jonathan R. Caldwell | April 1, 2023
15. | Assignment of Stonecrest Realty Holdings LLC Membership Interest to Caldwell 2023 Realty GRAT | May 1, 2023
16. | Assignment of Caldwell Ridgeline Capital LP Interests and Carried Interest to Caldwell 2023 Carried Interest GRAT | June 1, 2023
17. | ILIT — Assignment of Life Insurance Policy (Beacon Life Assurance Company, Policy No. BLA-2023-77419) | March 15, 2023

SPOUSAL CONSENT AND ACKNOWLEDGMENT

RECITALS

SECTION 1: DESCRIPTION OF ESTATE PLAN STRUCTURES TO WHICH CONSENT IS GIVEN

SECTION 2: ELEANOR V. CALDWELL'S SPECIFIC ACKNOWLEDGMENTS

SECTION 3: REPRESENTATIONS OF ELEANOR V. CALDWELL

SECTION 4: GOVERNING LAW

SECTION 5: SEVERABILITY

SECTION 6: ENTIRE AGREEMENT

SIGNATURE OF CONSENTING SPOUSE

ACKNOWLEDGMENT OF INDEPENDENT COUNSEL

ACKNOWLEDGMENT OF GRANTOR'S COUNSEL

NOTARY ACKNOWLEDGMENT

STATE OF NEW YORK COUNTY OF NEW YORK

EXHIBIT A

LIST OF ESTATE PLAN DOCUMENTS REVIEWED

Record

Parties

Dates

Amounts