Contract analysis

Section 3.1. The Corporation is organized and shall be operated exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law (the "Code").

Section 3.2. Without limiting the generality of the foregoing, the specific purposes for which the Corporation is formed include, but are not limited to, the following: (a) Support for the Arts. To support, promote, and advance the visual arts, the performing arts, and cultural preservation, including by making grants, contributions, and distributions to museums, galleries, performance venues, individual artists, art

Section 3.3. The Corporation may engage in any and all lawful activities incidental to, or in furtherance of, the foregoing purposes, provided that such activities are consistent with the Corporation's status as an organization described in Section 501(c)(3) of the Code.

Section 3.4. Notwithstanding any other provision of this Certificate of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on by: (a) a corporation exempt from federal income tax under Section 501(c)(3) of the Code; or (b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Code. ARTICLE FOURTH: PRIVATE FOUNDATION STATUS AND REQUIRED PROVISIONS

Section 4.0. The Corporation is intended to be classified as a private foundation within the meaning of Section 509(a) of the Code. Accordingly, and notwithstanding any other provision of this Certificate of Incorporation, the following provisions shall apply to the Corporation and shall be construed in accordance with the requirements imposed upon private foundations by Sections 4941 through 4946 of the Code and the

Section 4.1 — Prohibition on Self-Dealing (Section 4941 of the Code). The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code with any disqualified person as defined in Section 4946 of the Code. No director, officer, substantial contributor, or other disqualified person shall engage, directly or indirectly, in any transaction with the Corporation that would constitute an

Section 4.2 — Minimum Distribution Requirement (Section 4942 of the Code). The Corporation shall distribute for each taxable year amounts at least sufficient to avoid the imposition of the tax on undistributed income imposed by Section 4942 of the Code. Without limiting the foregoing, the Corporation shall, for each taxable year, make qualifying distributions (as defined in Section 4942(g) of the Code) in an amount n

Section 4.3 — Excess Business Holdings (Section 4943 of the Code). The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Code. If the Corporation, together with all disqualified persons (as defined in Section 4946 of the Code), holds an interest in any business enterprise that exceeds the permitted holdings under Section 4943(c) of the Code, the Corporation shall dispose o

Section 4.4 — Jeopardizing Investments (Section 4944 of the Code). The Corporation shall not make any investments in such manner as to subject the Corporation to tax under Section 4944 of the Code. In making investment decisions, the Board of Directors and any investment committee or advisor shall exercise ordinary business care and prudence, taking into account the Corporation's short-term and long-term financial ne

Section 4.5 — Taxable Expenditures (Section 4945 of the Code). The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Code. Without limiting the foregoing, the Corporation shall not: (a) make any expenditure to carry on propaganda or otherwise attempt to influence legislation within the meaning of Section 4945(d)(1) of the Code, except as otherwise permitted by Section 4945(f) of

Section 5.1. The Corporation shall have all powers now or hereafter granted by the N-PCL to not-for-profit corporations, subject to the limitations and restrictions set forth in this Certificate of Incorporation and in the Code as they apply to organizations described in Section 501(c)(3) of the Code and to private foundations as defined in Section 509(a) of the Code.

Section 5.2. In furtherance of its purposes and not for pecuniary profit, the Corporation shall have the power to: (a) solicit, receive, hold, and administer funds, property, bequests, devises, gifts, grants, and other assets of every kind and description, whether real, personal, or mixed, and whether tangible or intangible, from any source whatsoever, including from individuals, foundations, corporations, government

Section 6.1. The office of the Corporation shall be located in the County of New York, State of New York.

Section 6.2. The address of the Corporation's principal office is 330 Madison Avenue, Suite 2401, New York, New York 10017.

Section 6.3. The Secretary of State of the State of New York is hereby designated as agent of the Corporation upon whom process against the Corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon the Secretary of State is: The Caldwell Family Foundation 330 Madison Avenue, Suite 2401 New York, New York 10017 ARTICLE SEVENT

Section 8.1. The Corporation shall be managed by a Board of Directors (the "Board"). The management of the affairs, property, and activities of the Corporation shall be vested in the Board, and the Board shall have and exercise all powers of the Corporation except as otherwise provided by law, this Certificate of Incorporation, or the Bylaws of the Corporation.

Section 8.2. The number of directors constituting the entire Board shall be not fewer than three (3) and not more than nine (9), as fixed from time to time by the Bylaws of the Corporation or by resolution of the Board adopted in accordance with the Bylaws. The initial number of directors shall be six (6).

Section 8.3. The names and addresses of the initial directors of the Corporation, who shall serve until the first annual meeting of the Board or until their successors are duly elected and qualified, are as follows:

Section 8.4. No director of the Corporation shall receive compensation for services rendered in such director's capacity as a director. Directors may, however, be reimbursed for reasonable expenses actually incurred in the performance of their duties as directors, including travel, lodging, and meal expenses, upon presentation of appropriate documentation and in accordance with such policies as the Board may adopt fr

Section 9.1. The Corporation shall have no members entitled to vote as provided under Article 6 of the N-PCL or any other provision of the N-PCL.

Section 9.2. Any action or approval which would otherwise require the approval or consent of the members of the Corporation under the N-PCL, this Certificate of Incorporation, or the Bylaws of the Corporation shall require only the approval or consent of the Board of Directors. All rights which would otherwise vest in the members of the Corporation under the N-PCL shall vest in the Board of Directors. ARTICLE TENTH:

Section 11.1. Upon the dissolution or final liquidation of the Corporation, after the payment or provision for payment of all lawful debts, liabilities, and obligations of the Corporation, the Board of Directors shall distribute the remaining assets of the Corporation exclusively to one or more organizations then described in Section 501(c)(3) of the Code (or the corresponding provision of any future United States in

Section 11.2. No part of the assets or net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, incorporator, or any other private individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered to or for the Corporation in furtherance of one or more of its exempt purposes, and to make paymen

Section 12.1. No substantial part of the activities of the Corporation shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise provided in Section 501(h) of the Code, and the Corporation shall not elect to make expenditures to influence legislation under Section 501(h) of the Code unless the Board of Directors has determined, upon advice of counsel, that s

Section 12.2. The Corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. This prohibition shall be absolute and shall not be subject to exception or waiver. ARTICLE THIRTEENTH: TAX-EXEMPT PURPOSE LIMITATION Notwithstanding any other provision of this Certificate of Incorp

Section 15.1. This Certificate of Incorporation is filed in compliance with, and subject to, the provisions of the New York Not-for-Profit Corporation Law, including but not limited to Sections 402 and 404 thereof.

Section 15.2. The Corporation acknowledges that it must comply with all applicable provisions of the New York Estates, Powers and Trusts Law, the New York Prudent Management of Institutional Funds Act (N-PCL Article 5-A), and all applicable federal tax laws and regulations governing private foundations, including but not limited to the requirements of Sections 4941 through 4946, Section 4947, Section 6033, and Sectio

Section 15.3. The Corporation further acknowledges its obligation to register with the Charities Bureau of the Office of the New York Attorney General pursuant to Article 7-A of the Executive Law of the State of New York and to file such annual reports and financial statements as may be required by applicable law. INCORPORATOR'S EXECUTION IN WITNESS WHEREOF, the undersigned incorporator has signed this Certificate of