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LAST WILL AND TESTAMENT

JONATHAN ROBERT CALDWELL

Executed April 1, 2023

New York, New York

Prepared by:

Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152

Victoria Chambers, Responsible Partner Sylvia Hartwell, Tax Specialist Monica Reyes, Associate Elliot Nguyen, Associate

Matter No. 1034-00004

LAST WILL AND TESTAMENT

JONATHAN ROBERT CALDWELL

I, Jonathan Robert Caldwell, of 418 East 72nd Street, Apt. 14A, New York, New York 10021, being of sound mind and memory and not acting under duress, menace, fraud, or undue influence of any person whatsoever, do hereby make, publish, and declare this to be my Last Will and Testament.

I hereby revoke all prior wills and codicils heretofore made by me, including without limitation my Last Will and Testament dated October 3, 2010, and any and all codicils and amendments thereto, and I declare that this instrument, executed on the 1st day of April, 2023, shall constitute my sole and only Last Will and Testament.

ARTICLE I — DECLARATIONS

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 55 Perry Street, Unit 3, New York, New York 10014. Thomas is married to Dr. Sarah P. Caldwell.

(b) Katherine Claire Hartfield (née Caldwell), born November 19, 1987, currently residing at 210 Briarcliff Lane, Greenwich, Connecticut 06830. Katherine is married to Dr. Andrew W. Hartfield.

(c) Olivia Grace Caldwell, born April 2, 1993, currently residing at 1240 North Dearborn Street, Apt. 807, Chicago, Illinois 60610.

As of the date of execution of this Will, I have four (4) grandchildren:

(a) James W. Hartfield, age eight (8), the child of Katherine C. Hartfield and Dr. Andrew W. Hartfield.

(b) Charlotte M. Hartfield, age five (5), the child of Katherine C. Hartfield and Dr. Andrew W. Hartfield.

(d) Nora E. Caldwell, age one (1), the child of Thomas R. Caldwell and Dr. Sarah P. Caldwell.

I declare that, as of the date of execution of this Will, I have no other children, whether natural, adopted, or otherwise, other than the three children named above. In the event that I have any child born to me or legally adopted by me after the date of execution of this Will (an "after-born" or "after-adopted" child), such child shall be included in the definition of "My Children" as set forth in Section 1.3 below and shall share in the benefits and be subject to the provisions of this Will and the Caldwell Revocable Trust to the same extent as my children named herein, except as may otherwise be specifically provided.

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.

(c) "My Grandchildren" means James W. Hartfield, Charlotte M. Hartfield, Lucas T. Caldwell, and Nora E. Caldwell, and any grandchild of the Testator born or adopted after the date of this Will.

(d) "My Descendants" means My Children and My Grandchildren and their respective issue, of all degrees.

(e) "Caldwell Revocable Trust" means the Caldwell Revocable Trust originally established on October 3, 2010, as amended and restated effective April 1, 2023, by Jonathan Robert Caldwell as Settlor and Trustee, as such trust instrument may be further amended, restated, or modified from time to time during the Testator's lifetime. References herein to the Caldwell Revocable Trust shall include the trust as it exists at the time of the Testator's death, incorporating any amendments or restatements made prior to such date.

(f) "Fiduciary" includes the Executor, any Successor Executor, any trustee, and any guardian appointed or nominated hereunder, as the context may require.

(g) "Internal Revenue Code" or "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto. References to specific sections of the Code shall include corresponding provisions of any future federal tax legislation.

(h) "Per stirpes" shall be defined and applied in accordance with the meaning ascribed to that term under New York Estates, Powers and Trusts Law ("EPTL") Section 1-2.14, such that the estate or share of a deceased descendant shall be divided into as many equal shares as there are surviving children and deceased children who left surviving descendants, with the share of each deceased child passing to such child's descendants by right of representation.

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 incurred in connection with the probate and settlement of my estate.

Notwithstanding the foregoing, I direct that any debt secured by a lien on specific property, including without limitation any mortgage, deed of trust, or other security interest encumbering real or personal property (including, but not limited to, non-recourse obligations at the entity level, such as mortgages and lines of credit held by Stonecrest Realty Holdings LLC or any of its subsidiaries), shall not be paid, satisfied, or discharged from my general estate. Any such secured debt shall pass with the encumbered property to the recipient thereof, who shall take such property subject to the existing lien or security interest. I expressly disclaim and waive any right to exoneration of any such secured property, and no beneficiary or recipient shall have the right to require that my estate exonerate any property from any such lien, mortgage, or encumbrance. This direction shall apply regardless of any contrary presumption or default rule that might otherwise be applicable under New York law.

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 passing under this Will or under the Caldwell Revocable Trust, shall be apportioned and paid in accordance with the tax apportionment provisions set forth in the Caldwell Revocable Trust, as amended and restated effective April 1, 2023. The Executor shall coordinate with the Trustee of the Caldwell Revocable Trust regarding the calculation, apportionment, and payment of all such taxes.

Any estate, inheritance, succession, or death taxes (including generation-skipping transfer taxes) attributable to property passing outside this Will and outside the Caldwell Revocable Trust—including, without limitation, property passing under or through the Caldwell Family Dynasty Trust, the Caldwell Family Insurance Trust, The Caldwell Family Foundation, or any other trust, beneficiary designation, joint tenancy, or other non-probate transfer—shall be apportioned as provided by applicable law and the governing instruments of such trusts or arrangements, and shall not be charged against my probate estate or against the Caldwell Revocable Trust, unless the governing instruments of such trusts or arrangements expressly provide otherwise or unless otherwise required by applicable law.

In no event shall any estate, inheritance, or death tax be apportioned against or charged to any property that qualifies for the federal estate tax marital deduction under Section 2056 of the Code or the federal estate tax charitable deduction under Section 2055 of the Code, or for any corresponding deduction under New York law. This direction is intended to preserve and maximize all available marital and charitable deductions to the fullest extent permitted by law.

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 or household use or ornament, to My Spouse, Eleanor Victoria Caldwell, if she survives me.

The foregoing bequest of tangible personal property expressly excludes any property that constitutes a business asset or is held in the name of, or is an asset of, any entity in which I hold an interest, including without limitation Stonecrest Realty Holdings LLC, Caldwell Ridgeline Capital LLC, or any subsidiary, affiliate, or successor entity thereof. Such business assets and entity property shall be governed by the terms of the applicable entity agreements and shall pass as part of the residuary estate or as otherwise provided herein.

In the event that My Spouse, Eleanor Victoria Caldwell, does not survive me (or is deemed to have predeceased me pursuant to the survivorship provisions of Article VIII of this Will), I give, devise, and bequeath all of my tangible personal property to My Children, Thomas Robert Caldwell, Katherine Claire Hartfield, and Olivia Grace Caldwell, in equal shares, or in such shares as they may agree upon among themselves within ninety (90) days following my death. In the event that My Children are unable to agree upon the division of any item or items of tangible personal property within said ninety-day period, the Executor shall, in the Executor's sole and absolute discretion, divide such item or items among My Children in as nearly equal shares as the Executor deems practicable, taking into account the relative value and nature of the items and any expressed preferences of My Children. The Executor's decision with respect to any such division shall be final and binding upon all parties and shall not be subject to judicial review.

I may, from time to time, prepare a separate written memorandum or list, whether handwritten or typewritten and signed by me, directing the disposition of specific items of tangible personal property to one or more of My Spouse, My Children, My Grandchildren, or other persons. To the extent that any such memorandum or list is in existence at the time of my death and is permitted to be given effect under New York law, including but not limited to EPTL Section 3-3.7, I direct my Executor to give full effect to the provisions thereof, and the tangible personal property described therein shall be distributed in accordance with the directions contained in such memorandum or list, taking priority over the general bequest set forth in this Section 3.1.

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 items have been transferred to the Caldwell Revocable Trust or to another trust or entity during my lifetime, all art, fine art, antiques, sculptures, and collectible items remaining in my probate estate at the time of my death shall be deemed to be included in the bequest of tangible personal property set forth in Section 3.1 above and shall pass in accordance with the provisions thereof.

I direct my Executor to obtain qualified, independent appraisals of any art and collectible items forming part of my estate for purposes of estate tax reporting, insurance, and equitable distribution, and to engage such art advisors and appraisers as the Executor deems appropriate in furtherance of this directive.

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 the "residuary estate"), to the then-acting Trustee or Trustees of the Caldwell Revocable Trust, originally established by me on October 3, 2010, and amended and restated effective April 1, 2023, by me, Jonathan Robert Caldwell, as Settlor, to be added to the trust corpus of the Caldwell Revocable Trust and to be held, administered, managed, invested, and distributed in accordance with the terms and provisions of said trust instrument as they may exist at the time of my death, including any amendments, restatements, or modifications made prior to my death.

The pour-over bequest set forth in this Section 4.1 shall include, without limitation, any and all assets of every kind, nature, and description that were not previously transferred to the Caldwell Revocable Trust during my lifetime, and any and all assets that were not previously transferred to the Caldwell 2023 Securities GRAT (funded on or about April 15, 2023), the Caldwell 2023 Realty GRAT (funded on or about May 1, 2023), the Caldwell 2023 Carried Interest GRAT (funded on or about June 1, 2023), the Caldwell Family Dynasty Trust (Delaware situs, executed April 1, 2023), the Caldwell Family Insurance Trust (established March 15, 2023), or The Caldwell Family Foundation (incorporated March 20, 2023; EIN 88-3021547), during my lifetime. It is my intention that all assets not otherwise effectively disposed of by this Will or by inter vivos transfer shall be captured by this pour-over provision and added to the Caldwell Revocable Trust.

I acknowledge that, as of the date of this Will, the Caldwell Revocable Trust, as amended and restated effective April 1, 2023, provides, upon my death, for the creation and funding of (i) a credit shelter trust (also referred to as the "Bypass Trust" or "Family Trust") to be funded with an amount equal to the maximum federal estate tax applicable exclusion amount available to my estate at the time of my death (reduced by any adjusted taxable gifts and any specific exemption utilized during my lifetime), and (ii) a marital trust qualifying for the qualified terminable interest property ("QTIP") election under Section 2056(b)(7) of the Internal Revenue Code (the "Marital Trust"), which shall be funded with the balance of the trust estate. My Spouse, Eleanor Victoria Caldwell, is designated as the income beneficiary of both the credit shelter trust and the Marital Trust, and holds a general power of appointment over the assets of the Marital Trust, all as more fully set forth in the Caldwell Revocable Trust. This Will is intended to be read in conjunction with, and to complement, the dispositive provisions of the Caldwell Revocable Trust.

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 Victoria Caldwell, survives me (by at least thirty (30) days, as provided in Article VIII hereof), the entire residuary estate shall be distributed to My Spouse, outright, absolutely, and free of trust.

(b) If My Spouse Does Not Survive. If My Spouse, Eleanor Victoria Caldwell, does not survive me (or is deemed to have predeceased me pursuant to Article VIII hereof), the entire residuary estate shall be distributed in equal shares to My Children, Thomas Robert Caldwell, Katherine Claire Hartfield, and Olivia Grace Caldwell, per stirpes, so that the share of any deceased child shall pass to such child's then-living descendants by right of representation.

(c) If No Spouse or Descendants Survive. In the event that neither My Spouse nor any of My Descendants survives me, the entire residuary estate shall be distributed to The Caldwell Family Foundation, a New York not-for-profit corporation (EIN 88-3021547), located at 330 Madison Avenue, Suite 2401, New York, New York 10017, to be used for its general charitable purposes as determined by the Board of Directors of said Foundation.

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 19801, as corporate Successor Executor of this Will. Northgate Trust Company of Delaware, if serving as corporate Successor Executor, shall have all of the powers, rights, duties, and obligations conferred upon the Executor by this Will and by applicable law.

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 requires the posting of a bond, I request that such bond be set at the minimum amount permitted by law and without sureties.

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 written notice filed with the appropriate Surrogate's Court. If Northgate Trust Company of Delaware serves as Executor, it shall be entitled to compensation in accordance with its published fee schedule in effect at the time services are rendered, which fees shall be deemed reasonable compensation for purposes of this Section.

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 discretion without the necessity of obtaining prior court approval, except where such approval is expressly required by law. These powers shall include, but shall not be limited to, the following:

(a) Retention of Assets. To retain any and all assets forming part of my estate, including but not limited to securities, real property, tangible personal property, entity interests, and any other property, for such period of time as the Executor deems advisable, without liability for any depreciation, loss, or diminution in value resulting from such retention, and regardless of whether such assets constitute a proper diversification of the estate's investments or are otherwise authorized for fiduciary investment under applicable law.

(b) Sale and Disposition. To sell, exchange, lease, mortgage, pledge, encumber, option, grant security interests in, or otherwise dispose of any and all estate property, at public or private sale, with or without notice, for cash or on credit, upon such terms, conditions, and prices as the Executor deems advisable, and to execute and deliver any and all deeds, assignments, bills of sale, conveyances, and other instruments necessary or appropriate to effectuate any such transaction.

(c) Investment and Reinvestment. To invest and reinvest any estate assets in any form of property or investment, including but not limited to stocks, bonds, mutual funds, exchange-traded funds, money market instruments, certificates of deposit, real estate (improved or unimproved), partnership interests, limited liability company interests, hedge funds, private equity funds, and any other investment vehicles, without being limited by any statutory or judicial restriction on fiduciary investments.

(d) Borrowing. To borrow money for estate purposes, with or without security, from any lender, including any Fiduciary or beneficiary of this Will, and to pledge or mortgage estate assets as security for any such borrowing, upon such terms and at such rates of interest as the Executor deems appropriate.

(e) Claims. To compromise, settle, release, submit to arbitration, or abandon any claims or demands in favor of or against my estate, and to commence or defend litigation, as the Executor deems to be in the best interests of my estate and its beneficiaries.

(f) Employment of Professionals. To employ and compensate attorneys (including, without limitation, Calderwood & Harkness LLP), accountants (including, without limitation, Strathmore Corporation & Greaves LLP), financial advisors (including, without limitation, Havensbrook Wealth Advisors LLC), appraisers, investment managers, custodians, brokers, agents, and such other professionals and service providers as the Executor deems reasonably necessary or appropriate for the proper administration of my estate, and to rely upon the advice of such professionals in good faith.

(g) Distribution in Kind. To make distributions in kind, including distributions of undivided interests in property, and to allocate and value estate assets for purposes of distribution in such manner as the Executor deems equitable, whether or not such assets are distributed pro rata among the beneficiaries.

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 of alternate valuation dates, and the deduction of administration expenses on the estate tax return or the estate's income tax return.

(b) To allocate receipts and disbursements between income and principal, and between taxable years, in such manner as the Executor determines to be appropriate and consistent with the overall estate plan and applicable law.

(c) To make or refrain from making the election under Section 2056(b)(7) of the Internal Revenue Code to treat any property passing to a qualifying trust as qualified terminable interest property eligible for the federal estate tax marital deduction, and to make any corresponding election under applicable state law.

(d) To allocate my available generation-skipping transfer tax exemption under Section 2631 of the Internal Revenue Code among the transfers and trusts included in or created under this Will, the Caldwell Revocable Trust, or any other instrument, in such manner as the Executor deems advisable, in consultation with tax counsel.

(e) To file joint federal and state income tax returns with My Spouse, Eleanor Victoria Caldwell, for any taxable year or period for which such joint filing is permitted and is, in the Executor's judgment, advantageous to my estate and My Spouse, and to consent to any such joint filing.

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 may hold in Stonecrest Realty Holdings LLC, Caldwell Ridgeline Capital LLC, or any subsidiary, affiliate, or successor entity thereof. Such powers shall include, without limitation, the authority to participate in and consent to any reorganization, recapitalization, merger, consolidation, dissolution, liquidation, or other corporate or entity-level action, and to vote or act by proxy, consent, or otherwise, as the Executor deems to be in the best interests of my estate.

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 applicable law. The Executor shall execute and deliver all deeds, assignments, conveyances, stock powers, and other instruments of transfer necessary or appropriate to effectuate such transfer. The Executor shall be fully released and discharged from further liability with respect to any assets so transferred upon the written acknowledgment of receipt by the Trustee of the Caldwell Revocable Trust.

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 or grandchildren, in the following order of priority:

(a) For James W. Hartfield and Charlotte M. Hartfield: Their parents, Katherine Claire Hartfield and Dr. Andrew W. Hartfield, jointly or individually, if both or either is then living and able and willing to serve. In the event that neither Katherine Claire Hartfield nor Dr. Andrew W. Hartfield is living or is able or willing to serve as guardian, I nominate My Spouse, Eleanor Victoria Caldwell, as guardian of the person of James W. Hartfield and Charlotte M. Hartfield.

(b) For Lucas T. Caldwell and Nora E. Caldwell: Their parents, Thomas Robert Caldwell and Dr. Sarah P. Caldwell, jointly or individually, if both or either is then living and able and willing to serve. In the event that neither Thomas Robert Caldwell nor Dr. Sarah P. Caldwell is living or is able or willing to serve as guardian, I nominate My Spouse, Eleanor Victoria Caldwell, as guardian of the person of Lucas T. Caldwell and Nora E. Caldwell.

(c) Successor Guardian for All Minor Grandchildren: In the event that Eleanor Victoria Caldwell is unable or unwilling to serve as guardian of the person of any minor grandchild pursuant to subsection (a) or (b) above, I nominate Katherine Claire Hartfield, of 210 Briarcliff Lane, Greenwich, Connecticut 06830, as successor guardian of the person of all minor grandchildren for whom a guardian is needed.

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 the performance of his or her duties as guardian of the property.

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 request that any court considering the appointment of a guardian for any of my minor grandchildren give due weight and consideration to my expressed preferences as set forth herein.

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 and applied accordingly.

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 Death Act, as adopted in the State of New York, to the extent applicable.

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 and contingent dispositive provisions of this Will shall apply in all respects.

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 proceeding in any court or before any tribunal to contest or oppose the probate, admission, or validity of this Will;

(c) assert that any provision of this Will is the product of undue influence, fraud, duress, lack of testamentary capacity, or any other ground of invalidity;

(d) seek to invalidate, set aside, or modify any bequest, devise, gift, or other disposition made under this Will; or

(e) take any other action that is, in substance, a challenge to the Testator's testamentary intent as expressed herein;

then, in any such event, the interest of such beneficiary under this Will shall be immediately and irrevocably revoked, and such beneficiary shall be deemed to have predeceased the Testator without surviving issue, and shall receive nothing under this Will. This provision shall be enforced to the fullest extent permitted under New York EPTL Section 3-3.5.

Notwithstanding the foregoing, this in terrorem provision shall not apply to any action taken by a beneficiary that is required by law, including any response to a citation, summons, or process issued by a court of competent jurisdiction, or any action taken in good faith to enforce the terms of this Will as written. This exception shall be narrowly construed, and any action taken by a beneficiary that goes beyond the minimum required by law or that has the purpose or effect of challenging the validity of this Will or any provision hereof shall trigger the forfeiture provisions of this Section.

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 reflect my original intent as closely as is consistent with applicable law.

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 the persons or subjects involved.

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 and held harmless by the estate for any liability, cost, or expense (including reasonable attorneys' fees) incurred in connection with the good-faith administration of this Will, to the fullest extent permitted by law. This limitation on liability shall not relieve any corporate fiduciary from liability for breach of its duties under its governing charter, applicable regulatory requirements, or applicable law.

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 Trust, originally established October 3, 2010, as amended and restated effective April 1, 2023, by Jonathan Robert Caldwell as Settlor and Trustee;

(b) The Caldwell Family Dynasty Trust, a Delaware-situs irrevocable trust, executed April 1, 2023;

(d) The Caldwell 2023 Realty GRAT, a grantor retained annuity trust funded on or about May 1, 2023;

(e) The Caldwell 2023 Carried Interest GRAT, a grantor retained annuity trust funded on or about June 1, 2023;

(f) The Caldwell Family Insurance Trust, an irrevocable life insurance trust established March 15, 2023; and

(g) The Caldwell Family Foundation, a New York not-for-profit corporation, incorporated March 20, 2023 (EIN 88-3021547).

This Will is intended to be read and interpreted in conjunction with, and to complement, the foregoing instruments and entities. Each instrument has been drafted to coordinate with the others and to achieve the overall objectives of my estate plan, including the preservation and transfer of family wealth, the minimization of federal and state transfer taxes, the provision for my Spouse and Descendants, and the support of charitable endeavors. In the event of any ambiguity in this Will, such ambiguity shall be resolved in favor of the intent expressed in the overall estate plan, as evidenced by the foregoing instruments and by the contemporaneous records of Calderwood & Harkness LLP.

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 further acknowledge that My Spouse, Eleanor Victoria Caldwell, has been independently represented in connection with this estate plan by the law firm of Pemberton, Locke & Strauss LLP, 405 Lexington Avenue, 26th Floor, New York, New York 10174, with Rachel F. Dunlap, Esq., serving as her counsel. I confirm that My Spouse's independent counsel has reviewed and advised My Spouse regarding the provisions of this Will and the related estate plan as they pertain to her rights, interests, and obligations.

TESTIMONIUM

IN WITNESS WHEREOF, I, Jonathan Robert Caldwell, have hereunto set my hand to this, my Last Will and Testament, consisting of sixteen (16) pages, each of which I have initialed, on this 1st day of April, 2023, at the City of New York, State of New York.

________________________________________

Jonathan Robert Caldwell

ATTESTATION CLAUSE

The foregoing instrument, consisting of sixteen (16) pages, including this page, was signed, published, and declared by Jonathan Robert Caldwell as and for his Last Will and Testament, on the 1st day of April, 2023, in the presence of us, the undersigned, who, at his request and in his presence and in the presence of each other, have hereunto subscribed our names as attesting witnesses. We declare that, at the time of the execution of this instrument, the Testator, according to our best knowledge and belief, was of sound mind and memory, was over the age of eighteen (18) years, was under no constraint or undue influence, and was fully aware of the nature and contents of this instrument. We further declare that we are each over the age of eighteen (18) years and are competent to serve as witnesses.

Witness 1:

________________________________________

Monica Reyes Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152

Date: April 1, 2023

Witness 2:

________________________________________

Elliot Nguyen Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152

Date: April 1, 2023

SELF-PROVING AFFIDAVIT

A separate Self-Proving Affidavit has been executed concurrently with this Last Will and Testament on this 1st day of April, 2023, in conformity with New York Surrogate's Court Procedure Act Section 1406. The affiant witnesses to said Self-Proving Affidavit are Monica Reyes and Elliot Nguyen, each of Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, New York 10152. The Self-Proving Affidavit was sworn to and subscribed before a Notary Public duly commissioned in the State of New York.

The Self-Proving Affidavit is appended hereto as an integral companion document to this Last Will and Testament and is maintained as a separate instrument for filing with the Surrogate's Court. A copy of said affidavit is also maintained in the files of Calderwood & Harkness LLP under Matter No. 1034-00004 (companion document reference: self-proving-affidavit.docx).

The Self-Proving Affidavit, when filed together with this Last Will and Testament, shall serve as prima facie evidence of the facts attested therein regarding the due execution of this Will, in accordance with SCPA Section 1406, and shall obviate the necessity of producing the attesting witnesses at the time of probate, to the extent permitted by law.

— End of Last Will and Testament of Jonathan Robert Caldwell —

LAST WILL AND TESTAMENT
OF
JONATHAN ROBERT CALDWELL
Executed April 1, 2023
New York, New York
Prepared by:
Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152
Victoria Chambers, Responsible Partner Sylvia Hartwell, Tax Specialist Monica Reyes, Associate Elliot Nguyen, Associate
Matter No. 1034-00004
LAST WILL AND TESTAMENT
OF
JONATHAN ROBERT CALDWELL
I, Jonathan Robert Caldwell, of 418 East 72nd Street, Apt. 14A, New York, New York 10021, being of sound mind and memory and not acting under duress, menace, fraud, or undue influence of any person whatsoever, do hereby make, publish, and declare this to be my Last Will and Testament.
I hereby revoke all prior wills and codicils heretofore made by me, including without limitation my Last Will and Testament dated October 3, 2010, and any and all codicils and amendments thereto, and I declare that this instrument, executed on the 1st day of April, 2023, shall constitute my sole and only Last Will and Testament.
ARTICLE I — DECLARATIONS
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 55 Perry Street, Unit 3, New York, New York 10014. Thomas is married to Dr. Sarah P. Caldwell.
(b) Katherine Claire Hartfield (née Caldwell), born November 19, 1987, currently residing at 210 Briarcliff Lane, Greenwich, Connecticut 06830. Katherine is married to Dr. Andrew W. Hartfield.
(c) Olivia Grace Caldwell, born April 2, 1993, currently residing at 1240 North Dearborn Street, Apt. 807, Chicago, Illinois 60610.
As of the date of execution of this Will, I have four (4) grandchildren:
(a) James W. Hartfield, age eight (8), the child of Katherine C. Hartfield and Dr. Andrew W. Hartfield.
(b) Charlotte M. Hartfield, age five (5), the child of Katherine C. Hartfield and Dr. Andrew W. Hartfield.
(c) Lucas T. Caldwell, age three (3), the child of Thomas R. Caldwell and Dr. Sarah P. Caldwell.
(d) Nora E. Caldwell, age one (1), the child of Thomas R. Caldwell and Dr. Sarah P. Caldwell.
I declare that, as of the date of execution of this Will, I have no other children, whether natural, adopted, or otherwise, other than the three children named above. In the event that I have any child born to me or legally adopted by me after the date of execution of this Will (an "after-born" or "after-adopted" child), such child shall be included in the definition of "My Children" as set forth in Section 1.3 below and shall share in the benefits and be subject to the provisions of this Will and the Caldwell Revocable Trust to the same extent as my children named herein, except as may otherwise be specifically provided.
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.
(c) "My Grandchildren" means James W. Hartfield, Charlotte M. Hartfield, Lucas T. Caldwell, and Nora E. Caldwell, and any grandchild of the Testator born or adopted after the date of this Will.
(d) "My Descendants" means My Children and My Grandchildren and their respective issue, of all degrees.
(e) "Caldwell Revocable Trust" means the Caldwell Revocable Trust originally established on October 3, 2010, as amended and restated effective April 1, 2023, by Jonathan Robert Caldwell as Settlor and Trustee, as such trust instrument may be further amended, restated, or modified from time to time during the Testator's lifetime. References herein to the Caldwell Revocable Trust shall include the trust as it exists at the time of the Testator's death, incorporating any amendments or restatements made prior to such date.
(f) "Fiduciary" includes the Executor, any Successor Executor, any trustee, and any guardian appointed or nominated hereunder, as the context may require.
(g) "Internal Revenue Code" or "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto. References to specific sections of the Code shall include corresponding provisions of any future federal tax legislation.
(h) "Per stirpes" shall be defined and applied in accordance with the meaning ascribed to that term under New York Estates, Powers and Trusts Law ("EPTL") Section 1-2.14, such that the estate or share of a deceased descendant shall be divided into as many equal shares as there are surviving children and deceased children who left surviving descendants, with the share of each deceased child passing to such child's descendants by right of representation.
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 incurred in connection with the probate and settlement of my estate.
Notwithstanding the foregoing, I direct that any debt secured by a lien on specific property, including without limitation any mortgage, deed of trust, or other security interest encumbering real or personal property (including, but not limited to, non-recourse obligations at the entity level, such as mortgages and lines of credit held by Stonecrest Realty Holdings LLC or any of its subsidiaries), shall not be paid, satisfied, or discharged from my general estate. Any such secured debt shall pass with the encumbered property to the recipient thereof, who shall take such property subject to the existing lien or security interest. I expressly disclaim and waive any right to exoneration of any such secured property, and no beneficiary or recipient shall have the right to require that my estate exonerate any property from any such lien, mortgage, or encumbrance. This direction shall apply regardless of any contrary presumption or default rule that might otherwise be applicable under New York law.
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 passing under this Will or under the Caldwell Revocable Trust, shall be apportioned and paid in accordance with the tax apportionment provisions set forth in the Caldwell Revocable Trust, as amended and restated effective April 1, 2023. The Executor shall coordinate with the Trustee of the Caldwell Revocable Trust regarding the calculation, apportionment, and payment of all such taxes.
Any estate, inheritance, succession, or death taxes (including generation-skipping transfer taxes) attributable to property passing outside this Will and outside the Caldwell Revocable Trust—including, without limitation, property passing under or through the Caldwell Family Dynasty Trust, the Caldwell Family Insurance Trust, The Caldwell Family Foundation, or any other trust, beneficiary designation, joint tenancy, or other non-probate transfer—shall be apportioned as provided by applicable law and the governing instruments of such trusts or arrangements, and shall not be charged against my probate estate or against the Caldwell Revocable Trust, unless the governing instruments of such trusts or arrangements expressly provide otherwise or unless otherwise required by applicable law.
In no event shall any estate, inheritance, or death tax be apportioned against or charged to any property that qualifies for the federal estate tax marital deduction under Section 2056 of the Code or the federal estate tax charitable deduction under Section 2055 of the Code, or for any corresponding deduction under New York law. This direction is intended to preserve and maximize all available marital and charitable deductions to the fullest extent permitted by law.
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 or household use or ornament, to My Spouse, Eleanor Victoria Caldwell, if she survives me.
The foregoing bequest of tangible personal property expressly excludes any property that constitutes a business asset or is held in the name of, or is an asset of, any entity in which I hold an interest, including without limitation Stonecrest Realty Holdings LLC, Caldwell Ridgeline Capital LLC, or any subsidiary, affiliate, or successor entity thereof. Such business assets and entity property shall be governed by the terms of the applicable entity agreements and shall pass as part of the residuary estate or as otherwise provided herein.
In the event that My Spouse, Eleanor Victoria Caldwell, does not survive me (or is deemed to have predeceased me pursuant to the survivorship provisions of Article VIII of this Will), I give, devise, and bequeath all of my tangible personal property to My Children, Thomas Robert Caldwell, Katherine Claire Hartfield, and Olivia Grace Caldwell, in equal shares, or in such shares as they may agree upon among themselves within ninety (90) days following my death. In the event that My Children are unable to agree upon the division of any item or items of tangible personal property within said ninety-day period, the Executor shall, in the Executor's sole and absolute discretion, divide such item or items among My Children in as nearly equal shares as the Executor deems practicable, taking into account the relative value and nature of the items and any expressed preferences of My Children. The Executor's decision with respect to any such division shall be final and binding upon all parties and shall not be subject to judicial review.
I may, from time to time, prepare a separate written memorandum or list, whether handwritten or typewritten and signed by me, directing the disposition of specific items of tangible personal property to one or more of My Spouse, My Children, My Grandchildren, or other persons. To the extent that any such memorandum or list is in existence at the time of my death and is permitted to be given effect under New York law, including but not limited to EPTL Section 3-3.7, I direct my Executor to give full effect to the provisions thereof, and the tangible personal property described therein shall be distributed in accordance with the directions contained in such memorandum or list, taking priority over the general bequest set forth in this Section 3.1.
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 items have been transferred to the Caldwell Revocable Trust or to another trust or entity during my lifetime, all art, fine art, antiques, sculptures, and collectible items remaining in my probate estate at the time of my death shall be deemed to be included in the bequest of tangible personal property set forth in Section 3.1 above and shall pass in accordance with the provisions thereof.
I direct my Executor to obtain qualified, independent appraisals of any art and collectible items forming part of my estate for purposes of estate tax reporting, insurance, and equitable distribution, and to engage such art advisors and appraisers as the Executor deems appropriate in furtherance of this directive.
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 the "residuary estate"), to the then-acting Trustee or Trustees of the Caldwell Revocable Trust, originally established by me on October 3, 2010, and amended and restated effective April 1, 2023, by me, Jonathan Robert Caldwell, as Settlor, to be added to the trust corpus of the Caldwell Revocable Trust and to be held, administered, managed, invested, and distributed in accordance with the terms and provisions of said trust instrument as they may exist at the time of my death, including any amendments, restatements, or modifications made prior to my death.
The pour-over bequest set forth in this Section 4.1 shall include, without limitation, any and all assets of every kind, nature, and description that were not previously transferred to the Caldwell Revocable Trust during my lifetime, and any and all assets that were not previously transferred to the Caldwell 2023 Securities GRAT (funded on or about April 15, 2023), the Caldwell 2023 Realty GRAT (funded on or about May 1, 2023), the Caldwell 2023 Carried Interest GRAT (funded on or about June 1, 2023), the Caldwell Family Dynasty Trust (Delaware situs, executed April 1, 2023), the Caldwell Family Insurance Trust (established March 15, 2023), or The Caldwell Family Foundation (incorporated March 20, 2023; EIN 88-3021547), during my lifetime. It is my intention that all assets not otherwise effectively disposed of by this Will or by inter vivos transfer shall be captured by this pour-over provision and added to the Caldwell Revocable Trust.
I acknowledge that, as of the date of this Will, the Caldwell Revocable Trust, as amended and restated effective April 1, 2023, provides, upon my death, for the creation and funding of (i) a credit shelter trust (also referred to as the "Bypass Trust" or "Family Trust") to be funded with an amount equal to the maximum federal estate tax applicable exclusion amount available to my estate at the time of my death (reduced by any adjusted taxable gifts and any specific exemption utilized during my lifetime), and (ii) a marital trust qualifying for the qualified terminable interest property ("QTIP") election under Section 2056(b)(7) of the Internal Revenue Code (the "Marital Trust"), which shall be funded with the balance of the trust estate. My Spouse, Eleanor Victoria Caldwell, is designated as the income beneficiary of both the credit shelter trust and the Marital Trust, and holds a general power of appointment over the assets of the Marital Trust, all as more fully set forth in the Caldwell Revocable Trust. This Will is intended to be read in conjunction with, and to complement, the dispositive provisions of the Caldwell Revocable Trust.
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 Victoria Caldwell, survives me (by at least thirty (30) days, as provided in Article VIII hereof), the entire residuary estate shall be distributed to My Spouse, outright, absolutely, and free of trust.
(b) If My Spouse Does Not Survive. If My Spouse, Eleanor Victoria Caldwell, does not survive me (or is deemed to have predeceased me pursuant to Article VIII hereof), the entire residuary estate shall be distributed in equal shares to My Children, Thomas Robert Caldwell, Katherine Claire Hartfield, and Olivia Grace Caldwell, per stirpes, so that the share of any deceased child shall pass to such child's then-living descendants by right of representation.
(c) If No Spouse or Descendants Survive. In the event that neither My Spouse nor any of My Descendants survives me, the entire residuary estate shall be distributed to The Caldwell Family Foundation, a New York not-for-profit corporation (EIN 88-3021547), located at 330 Madison Avenue, Suite 2401, New York, New York 10017, to be used for its general charitable purposes as determined by the Board of Directors of said Foundation.
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 19801, as corporate Successor Executor of this Will. Northgate Trust Company of Delaware, if serving as corporate Successor Executor, shall have all of the powers, rights, duties, and obligations conferred upon the Executor by this Will and by applicable law.
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 requires the posting of a bond, I request that such bond be set at the minimum amount permitted by law and without sureties.
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 written notice filed with the appropriate Surrogate's Court. If Northgate Trust Company of Delaware serves as Executor, it shall be entitled to compensation in accordance with its published fee schedule in effect at the time services are rendered, which fees shall be deemed reasonable compensation for purposes of this Section.
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 discretion without the necessity of obtaining prior court approval, except where such approval is expressly required by law. These powers shall include, but shall not be limited to, the following:
(a) Retention of Assets. To retain any and all assets forming part of my estate, including but not limited to securities, real property, tangible personal property, entity interests, and any other property, for such period of time as the Executor deems advisable, without liability for any depreciation, loss, or diminution in value resulting from such retention, and regardless of whether such assets constitute a proper diversification of the estate's investments or are otherwise authorized for fiduciary investment under applicable law.
(b) Sale and Disposition. To sell, exchange, lease, mortgage, pledge, encumber, option, grant security interests in, or otherwise dispose of any and all estate property, at public or private sale, with or without notice, for cash or on credit, upon such terms, conditions, and prices as the Executor deems advisable, and to execute and deliver any and all deeds, assignments, bills of sale, conveyances, and other instruments necessary or appropriate to effectuate any such transaction.
(c) Investment and Reinvestment. To invest and reinvest any estate assets in any form of property or investment, including but not limited to stocks, bonds, mutual funds, exchange-traded funds, money market instruments, certificates of deposit, real estate (improved or unimproved), partnership interests, limited liability company interests, hedge funds, private equity funds, and any other investment vehicles, without being limited by any statutory or judicial restriction on fiduciary investments.
(d) Borrowing. To borrow money for estate purposes, with or without security, from any lender, including any Fiduciary or beneficiary of this Will, and to pledge or mortgage estate assets as security for any such borrowing, upon such terms and at such rates of interest as the Executor deems appropriate.
(e) Claims. To compromise, settle, release, submit to arbitration, or abandon any claims or demands in favor of or against my estate, and to commence or defend litigation, as the Executor deems to be in the best interests of my estate and its beneficiaries.
(f) Employment of Professionals. To employ and compensate attorneys (including, without limitation, Calderwood & Harkness LLP), accountants (including, without limitation, Strathmore Corporation & Greaves LLP), financial advisors (including, without limitation, Havensbrook Wealth Advisors LLC), appraisers, investment managers, custodians, brokers, agents, and such other professionals and service providers as the Executor deems reasonably necessary or appropriate for the proper administration of my estate, and to rely upon the advice of such professionals in good faith.
(g) Distribution in Kind. To make distributions in kind, including distributions of undivided interests in property, and to allocate and value estate assets for purposes of distribution in such manner as the Executor deems equitable, whether or not such assets are distributed pro rata among the beneficiaries.
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 of alternate valuation dates, and the deduction of administration expenses on the estate tax return or the estate's income tax return.
(b) To allocate receipts and disbursements between income and principal, and between taxable years, in such manner as the Executor determines to be appropriate and consistent with the overall estate plan and applicable law.
(c) To make or refrain from making the election under Section 2056(b)(7) of the Internal Revenue Code to treat any property passing to a qualifying trust as qualified terminable interest property eligible for the federal estate tax marital deduction, and to make any corresponding election under applicable state law.
(d) To allocate my available generation-skipping transfer tax exemption under Section 2631 of the Internal Revenue Code among the transfers and trusts included in or created under this Will, the Caldwell Revocable Trust, or any other instrument, in such manner as the Executor deems advisable, in consultation with tax counsel.
(e) To file joint federal and state income tax returns with My Spouse, Eleanor Victoria Caldwell, for any taxable year or period for which such joint filing is permitted and is, in the Executor's judgment, advantageous to my estate and My Spouse, and to consent to any such joint filing.
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 may hold in Stonecrest Realty Holdings LLC, Caldwell Ridgeline Capital LLC, or any subsidiary, affiliate, or successor entity thereof. Such powers shall include, without limitation, the authority to participate in and consent to any reorganization, recapitalization, merger, consolidation, dissolution, liquidation, or other corporate or entity-level action, and to vote or act by proxy, consent, or otherwise, as the Executor deems to be in the best interests of my estate.
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 applicable law. The Executor shall execute and deliver all deeds, assignments, conveyances, stock powers, and other instruments of transfer necessary or appropriate to effectuate such transfer. The Executor shall be fully released and discharged from further liability with respect to any assets so transferred upon the written acknowledgment of receipt by the Trustee of the Caldwell Revocable Trust.
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 or grandchildren, in the following order of priority:
(a) For James W. Hartfield and Charlotte M. Hartfield: Their parents, Katherine Claire Hartfield and Dr. Andrew W. Hartfield, jointly or individually, if both or either is then living and able and willing to serve. In the event that neither Katherine Claire Hartfield nor Dr. Andrew W. Hartfield is living or is able or willing to serve as guardian, I nominate My Spouse, Eleanor Victoria Caldwell, as guardian of the person of James W. Hartfield and Charlotte M. Hartfield.
(b) For Lucas T. Caldwell and Nora E. Caldwell: Their parents, Thomas Robert Caldwell and Dr. Sarah P. Caldwell, jointly or individually, if both or either is then living and able and willing to serve. In the event that neither Thomas Robert Caldwell nor Dr. Sarah P. Caldwell is living or is able or willing to serve as guardian, I nominate My Spouse, Eleanor Victoria Caldwell, as guardian of the person of Lucas T. Caldwell and Nora E. Caldwell.
(c) Successor Guardian for All Minor Grandchildren: In the event that Eleanor Victoria Caldwell is unable or unwilling to serve as guardian of the person of any minor grandchild pursuant to subsection (a) or (b) above, I nominate Katherine Claire Hartfield, of 210 Briarcliff Lane, Greenwich, Connecticut 06830, as successor guardian of the person of all minor grandchildren for whom a guardian is needed.
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 the performance of his or her duties as guardian of the property.
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 request that any court considering the appointment of a guardian for any of my minor grandchildren give due weight and consideration to my expressed preferences as set forth herein.
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 and applied accordingly.
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 Death Act, as adopted in the State of New York, to the extent applicable.
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 and contingent dispositive provisions of this Will shall apply in all respects.
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 proceeding in any court or before any tribunal to contest or oppose the probate, admission, or validity of this Will;
(c) assert that any provision of this Will is the product of undue influence, fraud, duress, lack of testamentary capacity, or any other ground of invalidity;
(d) seek to invalidate, set aside, or modify any bequest, devise, gift, or other disposition made under this Will; or
(e) take any other action that is, in substance, a challenge to the Testator's testamentary intent as expressed herein;
then, in any such event, the interest of such beneficiary under this Will shall be immediately and irrevocably revoked, and such beneficiary shall be deemed to have predeceased the Testator without surviving issue, and shall receive nothing under this Will. This provision shall be enforced to the fullest extent permitted under New York EPTL Section 3-3.5.
Notwithstanding the foregoing, this in terrorem provision shall not apply to any action taken by a beneficiary that is required by law, including any response to a citation, summons, or process issued by a court of competent jurisdiction, or any action taken in good faith to enforce the terms of this Will as written. This exception shall be narrowly construed, and any action taken by a beneficiary that goes beyond the minimum required by law or that has the purpose or effect of challenging the validity of this Will or any provision hereof shall trigger the forfeiture provisions of this Section.
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 reflect my original intent as closely as is consistent with applicable law.
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 the persons or subjects involved.
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 and held harmless by the estate for any liability, cost, or expense (including reasonable attorneys' fees) incurred in connection with the good-faith administration of this Will, to the fullest extent permitted by law. This limitation on liability shall not relieve any corporate fiduciary from liability for breach of its duties under its governing charter, applicable regulatory requirements, or applicable law.
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 Trust, originally established October 3, 2010, as amended and restated effective April 1, 2023, by Jonathan Robert Caldwell as Settlor and Trustee;
(b) The Caldwell Family Dynasty Trust, a Delaware-situs irrevocable trust, executed April 1, 2023;
(c) The Caldwell 2023 Securities GRAT, a grantor retained annuity trust funded on or about April 15, 2023;
(d) The Caldwell 2023 Realty GRAT, a grantor retained annuity trust funded on or about May 1, 2023;
(e) The Caldwell 2023 Carried Interest GRAT, a grantor retained annuity trust funded on or about June 1, 2023;
(f) The Caldwell Family Insurance Trust, an irrevocable life insurance trust established March 15, 2023; and
(g) The Caldwell Family Foundation, a New York not-for-profit corporation, incorporated March 20, 2023 (EIN 88-3021547).
This Will is intended to be read and interpreted in conjunction with, and to complement, the foregoing instruments and entities. Each instrument has been drafted to coordinate with the others and to achieve the overall objectives of my estate plan, including the preservation and transfer of family wealth, the minimization of federal and state transfer taxes, the provision for my Spouse and Descendants, and the support of charitable endeavors. In the event of any ambiguity in this Will, such ambiguity shall be resolved in favor of the intent expressed in the overall estate plan, as evidenced by the foregoing instruments and by the contemporaneous records of Calderwood & Harkness LLP.
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 further acknowledge that My Spouse, Eleanor Victoria Caldwell, has been independently represented in connection with this estate plan by the law firm of Pemberton, Locke & Strauss LLP, 405 Lexington Avenue, 26th Floor, New York, New York 10174, with Rachel F. Dunlap, Esq., serving as her counsel. I confirm that My Spouse's independent counsel has reviewed and advised My Spouse regarding the provisions of this Will and the related estate plan as they pertain to her rights, interests, and obligations.
TESTIMONIUM
IN WITNESS WHEREOF, I, Jonathan Robert Caldwell, have hereunto set my hand to this, my Last Will and Testament, consisting of sixteen (16) pages, each of which I have initialed, on this 1st day of April, 2023, at the City of New York, State of New York.
________________________________________
Jonathan Robert Caldwell
ATTESTATION CLAUSE
The foregoing instrument, consisting of sixteen (16) pages, including this page, was signed, published, and declared by Jonathan Robert Caldwell as and for his Last Will and Testament, on the 1st day of April, 2023, in the presence of us, the undersigned, who, at his request and in his presence and in the presence of each other, have hereunto subscribed our names as attesting witnesses. We declare that, at the time of the execution of this instrument, the Testator, according to our best knowledge and belief, was of sound mind and memory, was over the age of eighteen (18) years, was under no constraint or undue influence, and was fully aware of the nature and contents of this instrument. We further declare that we are each over the age of eighteen (18) years and are competent to serve as witnesses.
Witness 1:
________________________________________
Monica Reyes Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152
Date: April 1, 2023
Witness 2:
________________________________________
Elliot Nguyen Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152
Date: April 1, 2023
SELF-PROVING AFFIDAVIT
A separate Self-Proving Affidavit has been executed concurrently with this Last Will and Testament on this 1st day of April, 2023, in conformity with New York Surrogate's Court Procedure Act Section 1406. The affiant witnesses to said Self-Proving Affidavit are Monica Reyes and Elliot Nguyen, each of Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, New York 10152. The Self-Proving Affidavit was sworn to and subscribed before a Notary Public duly commissioned in the State of New York.
The Self-Proving Affidavit is appended hereto as an integral companion document to this Last Will and Testament and is maintained as a separate instrument for filing with the Surrogate's Court. A copy of said affidavit is also maintained in the files of Calderwood & Harkness LLP under Matter No. 1034-00004 (companion document reference: self-proving-affidavit.docx).
The Self-Proving Affidavit, when filed together with this Last Will and Testament, shall serve as prima facie evidence of the facts attested therein regarding the due execution of this Will, in accordance with SCPA Section 1406, and shall obviate the necessity of producing the attesting witnesses at the time of probate, to the extent permitted by law.
— End of Last Will and Testament of Jonathan Robert Caldwell —

LAST WILL AND TESTAMENT

JONATHAN ROBERT CALDWELL

LAST WILL AND TESTAMENT

JONATHAN ROBERT CALDWELL

TESTIMONIUM

ATTESTATION CLAUSE

SELF-PROVING AFFIDAVIT

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