Contract analysis

Section 1.1 — Personal Information. My full legal name is Jonathan Robert Caldwell. I was born on March 14, 1956. My current domicile and principal residence is located at 418 East 72nd Street, Apt. 14A, New York, New York 10021. For identification purposes, the last four digits of my Social Security Number are XXX-XX-4781.

Section 1.2 — Family Declarations. I am married to Eleanor Victoria Caldwell (née Whitmore), who was born on September 22, 1958. We have been continuously married since 1985. I refer to Eleanor Victoria Caldwell throughout this Will as "My Spouse." I have three (3) adult children, all of whom are children of my marriage to Eleanor Victoria Caldwell: (a) Thomas Robert Caldwell, born June 7, 1985, currently residing at

Section 1.3 — Definition of Terms. As used in this Will, the following terms shall have the meanings set forth below unless the context clearly requires otherwise: (a) "My Spouse" means Eleanor Victoria Caldwell (née Whitmore). (b) "My Children" means Thomas Robert Caldwell, Katherine Claire Hartfield (née Caldwell), and Olivia Grace Caldwell, and any child of the Testator born or adopted after the date of this Will.

ARTICLE II — PAYMENT OF DEBTS, EXPENSES, AND TAXES

Section 2.1 — Payment of Debts and Administration Expenses. I direct that my Executor pay from my residuary estate, as soon as practicable after my death, all of my legally enforceable debts, my funeral and burial expenses (including the cost of a suitable headstone or memorial), and the reasonable costs of the administration of my estate, including court costs, filing fees, appraisal fees, and professional fees incu

Section 2.2 — Payment of Estate, Inheritance, and Death Taxes. I direct that all federal estate taxes imposed under Chapter 11 of the Internal Revenue Code, all New York estate taxes imposed under Article 26 of the New York Tax Law, and any other estate, inheritance, succession, or death taxes (including any generation-skipping transfer taxes imposed under Chapter 13 of the Code) that are attributable to property pas

ARTICLE III — SPECIFIC BEQUESTS

Section 3.1 — Tangible Personal Property. I give, devise, and bequeath all of my tangible personal property, of every kind and description, including but not limited to furniture, furnishings, household effects, clothing, jewelry, watches, silverware, china, glassware, linens, books, photographs, personal papers (other than business records), automobiles, boats, sporting equipment, and all other articles of personal

Section 3.2 — Art and Collectibles. I note for the guidance of my Executor that, as of the date of this Will, I own various works of art, fine art, antiques, sculptures, and collectible items with an aggregate estimated value of approximately Nine Million Dollars ($9,000,000). Unless I have otherwise directed by separate written memorandum (as described in Section 3.1 above), or unless any such art or collectible ite

ARTICLE IV — RESIDUARY ESTATE / POUR-OVER PROVISION

Section 4.1 — Pour-Over to Caldwell Revocable Trust. I give, devise, and bequeath all of the rest, residue, and remainder of my estate, both real and personal, and of every kind and description whatsoever, wherever situated, that I may own or be entitled to at the time of my death, and that is not otherwise effectively disposed of by the specific bequests and other provisions of this Will (hereinafter referred to as

Section 4.2 — Failure of Pour-Over Trust. In the event that the Caldwell Revocable Trust is not in existence at the time of my death, or if for any reason the pour-over bequest set forth in Section 4.1 above is held to be invalid, void, or unenforceable by a court of competent jurisdiction, then the residuary estate shall be held and distributed by my Executor as follows: (a) To My Spouse. If My Spouse, Eleanor Victo

ARTICLE V — APPOINTMENT OF EXECUTOR

Section 5.1 — Executor. I hereby nominate, constitute, and appoint my wife, Eleanor Victoria Caldwell, of 418 East 72nd Street, Apt. 14A, New York, New York 10021, as the Executor of this, my Last Will and Testament.

Section 5.2 — Successor Executor. In the event that Eleanor Victoria Caldwell is unable or unwilling to serve as Executor, or having commenced to serve, shall cease to serve for any reason (including death, incapacity, resignation, or removal), I hereby nominate, constitute, and appoint my son, Thomas Robert Caldwell, of 55 Perry Street, Unit 3, New York, New York 10014, as Successor Executor of this Will.

Section 5.3 — Additional Successor Executor. In the event that Thomas Robert Caldwell is also unable or unwilling to serve as Successor Executor, or having commenced to serve, shall cease to serve for any reason, I hereby nominate, constitute, and appoint Northgate Trust Company of Delaware, a Delaware-chartered trust company, having its principal office at 1201 North Market Street, Suite 1600, Wilmington, Delaware 1

Section 5.4 — Bond Waiver. I direct that no Executor or Successor Executor named herein, whether individual or corporate, shall be required to give or post any bond, surety, or other security for the faithful performance of his, her, or its duties as Executor, in any jurisdiction in which this Will may be probated or in which ancillary administration may be required. If, notwithstanding this direction, any court requ

Section 5.5 — Compensation. My Executor and any Successor Executor serving hereunder shall be entitled to receive reasonable compensation for services rendered in the administration of my estate, as permitted under New York Surrogate's Court Procedure Act ("SCPA") Section 2307 and any other applicable law. Notwithstanding the foregoing, any Executor may elect to waive all or any portion of such compensation by writte

ARTICLE VI — POWERS OF EXECUTOR

Section 6.1 — General Powers. In addition to any powers conferred by law, I grant to my Executor (and any Successor Executor serving hereunder) the broadest and most comprehensive powers of administration, management, and disposition, to the fullest extent permitted under New York law, including but not limited to the powers enumerated in EPTL Section 11-1.1, to be exercised in the Executor's sole and absolute discre

Section 6.2 — Tax-Related Powers. I grant to my Executor the following powers with respect to tax matters: (a) To make, or to refrain from making, any and all elections, allocations, and designations permitted or required under the Internal Revenue Code, or under any applicable state or local tax law, including but not limited to elections regarding the valuation of property, the timing of income recognition, the use

Section 6.3 — Authority Regarding Entity Interests. I grant to my Executor the full power and authority to manage, vote, consent, and exercise all rights, privileges, options, and elections with respect to any and all entity interests, partnership interests, limited liability company interests, corporate stock, or other ownership interests that may form part of my estate, including without limitation any interests I

Section 6.4 — Power to Fund Pour-Over. I specifically authorize, empower, and direct my Executor to transfer and deliver all assets constituting the residuary estate (as described in Article IV hereof) to the then-acting Trustee or Trustees of the Caldwell Revocable Trust, as expeditiously as practicable consistent with prudent estate administration, the payment of debts, expenses, and taxes, and compliance with appl

ARTICLE VII — GUARDIANSHIP OF MINOR GRANDCHILDREN

Section 7.1 — Nomination of Guardian of the Person. In the event that, at the time of my death, I have legal custody or guardianship of any of my minor grandchildren, or in the event that the appointment of a guardian of the person is necessary or appropriate with respect to any of my minor grandchildren, I hereby nominate and appoint the following persons to serve as guardian of the person of such minor grandchild o

Section 7.2 — Nomination of Guardian of the Property. I nominate the same persons, in the same order of priority as set forth in Section 7.1 above, to serve as guardian of the property of any minor grandchild for whom such appointment is necessary or appropriate. I direct that no guardian of the property of any minor grandchild shall be required to give or post any bond, surety, or other security in connection with t

Section 7.3 — Limitation. I acknowledge that the nominations of guardians set forth in this Article VII are precatory in nature and are subject to the determination of a court of competent jurisdiction acting in the best interests of the minor child or children involved. I express my earnest wish and desire that these nominations be given full effect to the extent permitted by applicable law, and I respectfully reque

ARTICLE VIII — SIMULTANEOUS DEATH AND SURVIVORSHIP

Section 8.1 — Survivorship Requirement. For all purposes of this Will, no beneficiary named herein shall be deemed to have survived me unless such beneficiary is living and in existence on the thirtieth (30th) day following the date of my death. If any beneficiary dies within thirty (30) days after my death, such beneficiary shall be deemed to have predeceased me, and all provisions of this Will shall be construed an

Section 8.2 — Simultaneous Death. If I and any beneficiary under this Will die simultaneously, or if we die under circumstances rendering it uncertain which of us survived the other, it shall be conclusively presumed for all purposes of this Will that such beneficiary predeceased me. This provision shall be applied in a manner consistent with the provisions of New York EPTL Section 2-1.6 and the Uniform Simultaneous

Section 8.3 — Application to Spouse. If My Spouse, Eleanor Victoria Caldwell, fails to survive me by at least thirty (30) days (or is deemed to have predeceased me pursuant to Section 8.1 or Section 8.2 above), all bequests, devises, and gifts to her under this Will shall lapse and be of no further force or effect, and my estate shall be distributed as if My Spouse had predeceased me. In such event, the alternative a

ARTICLE IX — NO-CONTEST CLAUSE (IN TERROREM)

Section 9.1 — In Terrorem Provision. If any beneficiary under this Will, directly or indirectly, alone or in conjunction with any other person or persons, shall: (a) contest or challenge the validity of this Will or any provision hereof, or the validity of the Caldwell Revocable Trust or any provision thereof; (b) institute, commence, or join in (whether as a party, petitioner, contestant, or intervenor) any proceedi

ARTICLE X — MISCELLANEOUS PROVISIONS

Section 10.1 — Governing Law. This Will shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, including but not limited to the New York Estates, Powers and Trusts Law, the New York Surrogate's Court Procedure Act, and the New York Tax Law, as they may be amended from time to time.

Section 10.2 — Severability. If any provision of this Will, or the application thereof to any person, circumstance, or property, shall be held to be invalid, illegal, void, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the remaining provisions of this Will, which shall continue in full force and effect, and such invalid provision shall be modified, to the extent possible, to

Section 10.3 — Captions and Headings. The article and section headings, captions, and titles used in this Will are inserted for convenience of reference only and shall not be deemed to affect, limit, modify, or control the meaning, interpretation, or construction of any provision hereof.

Section 10.4 — Gender and Number. Wherever the context so requires or permits, words of one gender used in this Will shall include all other genders, and words used in the singular number shall include the plural, and words used in the plural number shall include the singular, so that the provisions hereof shall be applied and construed in accordance with the Testator's intent regardless of the gender or number of th

Section 10.5 — Fiduciary Liability. No Executor or Successor Executor serving under this Will shall be personally liable for any loss, diminution in value, or damage to the estate or any beneficiary thereof, except to the extent that such loss, diminution, or damage is caused by the Executor's or Successor Executor's willful misconduct or gross negligence. The Executor and any Successor Executor shall be indemnified

Section 10.6 — Coordination with Estate Plan. This Will is one component of a comprehensive estate plan that I have implemented in 2023 through my legal counsel, Calderwood & Harkness LLP (Matter No. 1034-00004). The estate plan includes, but is not limited to, the following instruments and entities, all of which have been executed, established, or funded on or about the dates indicated: (a) The Caldwell Revocable Tr

Section 10.7 — Legal Counsel. I acknowledge that I have been represented in the preparation of this Will and the related estate plan by the law firm of Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, New York 10152, with the following individuals serving as my counsel: • Victoria Chambers, Responsible Partner • Sylvia Hartwell, Tax Specialist • Monica Reyes, Associate • Elliot Nguyen, Associate I fu