Contract analysis

ARTICLE I — IDENTIFICATION OF PRINCIPAL

Section 1.1 — Principal's Information I, Jonathan Robert Caldwell, born on March 14, 1956, residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021, Social Security Number ending in 4781 (XXX-XX-4781), do hereby make, constitute, and appoint the Agent and Successor Agent identified in Article II of this instrument as my true and lawful attorney-in-fact ("Agent"), with full power and authority to act on my

ARTICLE II — DESIGNATION OF AGENT

Section 2.1 — Primary Agent I hereby designate and appoint the following individual as my primary Agent and attorney-in-fact under this Durable General Power of Attorney: Name: Eleanor Victoria Caldwell Relationship to Principal: Spouse Date of Birth: September 22, 1958 Residence Address: 418 East 72nd Street, Apt. 14A, New York, New York 10021 Eleanor Victoria Caldwell shall serve as my primary Agent immediately upo

Section 2.2 — Successor Agent In the event that Eleanor Victoria Caldwell is unable or unwilling to serve as my Agent, resigns from her appointment, is removed from her appointment, or becomes incapacitated (as determined in accordance with Section 7.2 of this instrument), I hereby designate and appoint the following individual as my Successor Agent and attorney-in-fact: Name: Thomas Robert Caldwell Relationship to P

Section 2.3 — Co-Agents I do not appoint co-agents under this Power of Attorney. The Primary Agent shall act alone and shall have sole authority to exercise all powers granted herein. Only upon the Primary Agent's inability or unwillingness to serve, resignation, removal, or incapacity shall the Successor Agent act. At no time shall the Primary Agent and the Successor Agent serve simultaneously as co-agents. The Succ

ARTICLE III — DURABILITY PROVISION This power of attorney shall not be affected by my subsequent disability or incompetence. I hereby declare, in accordance with Section 5-1501A of the New York General Obligations Law, that this Durable General Power of Attorney shall survive and remain in full force and effect notwithstanding my subsequent disability, incompetence, or incapacity, whether such disability, incompetenc

ARTICLE IV — GRANT OF AUTHORITY — GENERAL PROVISIONS I hereby grant to my Agent, whether the Primary Agent or the Successor Agent serving in accordance with Article VII, broad and comprehensive authority to act on my behalf in all matters and transactions, to the fullest extent permitted by law, subject to the specific grants, modifications, and limitations set forth in this Article IV and in Article V of this instru

Section 4.1 — Real Estate Transactions (GOL § 5-1502A) Pursuant to Section 5-1502A of the New York General Obligations Law, I grant my Agent authority to engage in all real estate transactions on my behalf, including but not limited to the authority to buy, sell, exchange, lease, sublease, manage, improve, develop, subdivide, mortgage, encumber, grant options with respect to, release, convey, and otherwise deal with

Section 4.2 — Chattel and Goods Transactions (GOL § 5-1502B) Pursuant to Section 5-1502B of the New York General Obligations Law, I grant my Agent authority to buy, sell, lease, exchange, transport, store, insure, and otherwise deal with all tangible personal property and goods in which I have an interest, or in which I may hereafter acquire an interest. This grant of authority includes, without limitation, all art,

Section 4.3 — Bond, Share, and Commodity Transactions (GOL § 5-1502C) Pursuant to Section 5-1502C of the New York General Obligations Law, I grant my Agent authority to buy, sell, exchange, transfer, assign, pledge, hypothecate, and otherwise deal with all stocks, bonds, mutual funds, exchange-traded funds, options, futures, commodities, and other securities and financial instruments in which I have an interest, or i

Section 4.4 — Banking Transactions (GOL § 5-1502D) Pursuant to Section 5-1502D of the New York General Obligations Law, I grant my Agent authority to conduct all banking and financial institution transactions on my behalf, including but not limited to the following: (a) Opening, maintaining, managing, and closing checking accounts, savings accounts, money market accounts, certificates of deposit, and any other deposi

Section 4.5 — Business Operating Transactions (GOL § 5-1502E) Pursuant to Section 5-1502E of the New York General Obligations Law, I grant my Agent authority to operate, manage, participate in, and conduct any and all business transactions and affairs on my behalf, with respect to any business entity in which I hold an ownership interest, management role, or other beneficial or contractual interest. Without limiting

Section 4.6 — Insurance and Annuity Transactions (GOL § 5-1502F) Pursuant to Section 5-1502F of the New York General Obligations Law, I grant my Agent authority to deal with all insurance and annuity contracts and policies on my behalf, including but not limited to the authority to apply for, obtain, modify, renew, cancel, surrender, assign, borrow against, and collect the proceeds of insurance policies and annuity c

Section 4.7 — Estate, Trust, and Other Beneficiary Transactions (GOL § 5-1502G) Pursuant to Section 5-1502G of the New York General Obligations Law, I grant my Agent authority to act on my behalf with respect to all estates, trusts, and other beneficial interests in which I have a present or future interest, in any capacity, including as settlor, grantor, trustee, beneficiary, or otherwise. Without limiting the gener

Section 4.8 — Claims and Litigation (GOL § 5-1502H) Pursuant to Section 5-1502H of the New York General Obligations Law, I grant my Agent authority to prosecute, defend, submit to arbitration or mediation, settle, compromise, and otherwise manage and resolve any and all claims, disputes, actions, suits, and proceedings of every kind and description, whether now existing or hereafter arising, in which I have an intere

Section 4.9 — Personal and Family Maintenance (GOL § 5-1502I) Pursuant to Section 5-1502I of the New York General Obligations Law, I grant my Agent authority to provide for the health, education, maintenance, and support of myself and the members of my family, including the payment of medical expenses, insurance premiums, educational tuition and fees, household expenses, and all other costs reasonably necessary for t

Section 4.10 — Benefits from Social Security, Medicare, Medicaid, and Other Government Programs or Military Service (GOL § 5-1502J) Pursuant to Section 5-1502J of the New York General Obligations Law, I grant my Agent authority to apply for, claim, and receive all benefits, payments, and entitlements from Social Security, Medicare, Medicaid, and any other governmental program or military service benefit to which I am

Section 4.11 — Tax Matters (GOL § 5-1502K) Pursuant to Section 5-1502K of the New York General Obligations Law, I grant my Agent authority to act on my behalf in all tax matters, including but not limited to the following: (a) Preparing, signing, and filing all federal, state, and local income tax returns, estimated tax payments, extensions of time to file, gift tax returns (including Internal Revenue Service Form 70

Section 4.12 — Gifts (GOL § 5-1502L — As Modified) Pursuant to Section 5-1502L of the New York General Obligations Law, as modified by the Statutory Gifts Rider attached hereto and incorporated herein by reference, I grant my Agent authority to make gifts in my name and on my behalf, consistent with my established pattern of giving, subject to the following terms and limitations: (a) Annual Exclusion Gifts. The Agent

Section 4.13 — All Other Matters (GOL § 5-1502N) Pursuant to Section 5-1502N of the New York General Obligations Law, I grant my Agent authority to perform any and all other acts, transactions, and things that I could perform if personally present and acting on my own behalf, in any matter or transaction not specifically enumerated in Sections 4.1 through 4.12 of this Article IV, subject to the modifications and limi

ARTICLE V — MODIFICATIONS AND LIMITATIONS ON AGENT'S AUTHORITY Notwithstanding the broad grant of authority set forth in Article IV, the Agent's authority under this Power of Attorney is subject to the following modifications and limitations:

Section 5.1 — Self-Dealing Restrictions The Agent shall not use, transfer, pledge, or otherwise dispose of any of my assets, funds, or property for the Agent's own personal benefit, except as expressly authorized under Section 4.9 (personal and family maintenance) and Section 4.12 (gifts) of this instrument. The Agent shall not engage in any transaction in which the Agent has a personal financial interest that is adv

Section 5.2 — Restrictions on Trust Modifications The Agent shall not amend, revoke, or terminate the Caldwell Revocable Trust, the Caldwell Family Dynasty Trust, the Caldwell Family Insurance Trust (the ILIT), or any of the three Grantor Retained Annuity Trusts (GRATs A, B, and C described in Section 4.7) without the prior written consent of Calderwood & Harkness LLP, specifically from Victoria Chambers, Responsible

Section 5.3 — Restrictions on ILIT The Agent shall not exercise, and shall not purport to exercise, any incidents of ownership over 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), which policy is owned by the Caldwell Family Insurance Trust (the ILIT) and held by Northgate Trust Company

Section 5.4 — Restrictions on Charitable Transfers The Agent shall not make charitable pledges, commitments, grants, or transfers exceeding Two Hundred Fifty Thousand Dollars ($250,000) in any single calendar year without the prior written consent of the Principal. If I, as Principal, am then incapacitated and unable to provide such consent, the Agent may make charitable pledges, commitments, grants, or transfers exc

Section 5.5 — Compensation of Agent The Agent shall serve without compensation for the Agent's services under this Power of Attorney. The Agent shall, however, be entitled to reimbursement from my assets for all reasonable and necessary expenses actually incurred by the Agent in the performance of the Agent's duties under this instrument, including but not limited to travel expenses, postage and delivery charges, cop

ARTICLE VI — THIRD-PARTY RELIANCE Any third party who receives a copy of this Durable General Power of Attorney, whether an original, a photocopy, a facsimile, or an electronically transmitted copy, may rely upon the authority granted herein and upon the representations of the Agent as to the scope and validity of the Agent's authority, without independent investigation or verification, and without liability for any

ARTICLE VII — SUCCESSOR AGENT PROVISIONS

Section 7.1 — Appointment and Qualification Thomas Robert Caldwell is hereby appointed as Successor Agent under this Power of Attorney, as set forth in Section 2.2 of Article II. Thomas R. Caldwell shall assume the role of Agent and shall have all of the powers, authorities, duties, and obligations of the Primary Agent under this instrument, effective upon the occurrence of any of the following events with respect to

Section 7.2 — Determination of Primary Agent's Incapacity For purposes of this Article VII, the Primary Agent, Eleanor Victoria Caldwell, shall be deemed incapacitated upon the earlier of: (a) The receipt by the Successor Agent (Thomas R. Caldwell) of written certifications from two (2) licensed physicians, each certifying that Eleanor V. Caldwell is unable to manage her own affairs or to serve as Agent under this Po

Section 7.3 — Successor Agent's Acceptance The Successor Agent's authority under this Power of Attorney shall become effective upon the earlier of: (a) The Successor Agent's execution and delivery of a written acceptance of appointment as Agent under this instrument; or (b) The Successor Agent's first act taken pursuant to the authority granted under this instrument, which act shall constitute acceptance of the appoi

ARTICLE VIII — ACCOUNTING AND RECORD-KEEPING The Agent shall maintain complete, accurate, and contemporaneous records of all transactions conducted, all actions taken, and all decisions made on behalf of the Principal under this Power of Attorney. Such records shall include, without limitation, receipts, bank statements, brokerage statements, contracts, correspondence, tax returns and filings, and any other documents

ARTICLE IX — REVOCATION AND TERMINATION

Section 9.1 — Revocation I reserve the right to revoke this Durable General Power of Attorney at any time, for any reason or for no reason, by delivering a written instrument of revocation to the Agent and to any third parties who have been provided with a copy of this Power of Attorney or who have been dealing with the Agent in reliance upon this Power of Attorney. A revocation shall be effective upon delivery of th

Section 9.2 — Termination Events This Durable General Power of Attorney shall terminate upon the first to occur of any of the following events: (a) Death of the Principal. This Power of Attorney shall terminate immediately upon my death, and the Agent shall thereafter have no authority to act on my behalf, except to the extent necessary to complete transactions that were commenced but not yet concluded prior to my de

ARTICLE X — GOVERNING LAW This Durable General Power of Attorney shall be governed by, construed in accordance with, and enforced under the laws of the State of New York, specifically the New York General Obligations Law, Article 5, Title 15 (§ 5-1501 et seq.), and all other applicable provisions of New York law. To the extent that the Agent acts on the Principal's behalf in jurisdictions other than New York, this Po

ARTICLE XI — MISCELLANEOUS PROVISIONS

Section 11.1 — Copies A photocopy, facsimile, or electronically transmitted copy of this executed Durable General Power of Attorney shall have the same force, effect, and validity as the original executed instrument, and any third party may rely upon such copy to the same extent as though it were the original, in accordance with Section 5-1501(2)(c) of the New York General Obligations Law.

Section 11.2 — Severability If any provision of this Durable General Power of Attorney, or the application of any provision to any person, entity, or circumstance, is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such holding shall not affect the validity, legality, or enforceability of the remaining provisions of this instrument, or the application of such provisions to any other pers

Section 11.3 — Interpretation All references in this Power of Attorney to statutes, laws, regulations, and rules shall be deemed to include any successor, replacement, or amended provisions thereof. All section headings, article headings, and captions in this Power of Attorney are included for convenience of reference only and shall not be given any substantive effect or used in the construction or interpretation of

Section 11.4 — Coordination with Estate Plan This Durable General Power of Attorney is executed as an integral component of the comprehensive generational estate plan of the Principal, Jonathan Robert Caldwell, prepared and administered by Calderwood & Harkness LLP, under Matter No. 1034-00004. The Agent is strongly encouraged, and in certain circumstances required by the provisions of Article V, to consult with Vict