Contract analysis

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

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, i

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. ________________________________________

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 al