Contract analysis

I. Purpose and Summary The purpose of this memorandum is to confirm that Calderwood & Harkness LLP ("C&H") has received the determination letter from the Internal Revenue Service (the "IRS") granting The Caldwell Family Foundation (the "Foundation") recognition of tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"). The determination letter is dated July 14

II. Background: Formation and Application Timeline A. Incorporation. The Caldwell Family Foundation was incorporated as a New York not-for-profit corporation under the New York Not-for-Profit Corporation Law ("N-PCL") on March 20, 2023. On that date, C&H filed the Foundation's Certificate of Incorporation with the New York Department of State, which accepted the filing and assigned DOS Filing No. 230320-001847. The C

III. Summary of the IRS Determination Letter A. Exempt Status Granted The IRS determination letter, dated July 14, 2023, confirms that The Caldwell Family Foundation is exempt from federal income tax under IRC § 501(c)(3). This determination means that the Foundation will not be subject to federal income tax on income derived from activities that are substantially related to its exempt purposes. The Foundation will,

IV. Ongoing Compliance Obligations The Foundation's classification as a private foundation imposes a comprehensive set of ongoing compliance and regulatory obligations. This section summarizes the principal requirements. C&H, in coordination with Strathmore Corporation & Greaves LLP, will provide ongoing guidance to ensure the Foundation's compliance with these requirements. A. Private Foundation Excise Taxes (IRC §§

V. Coordination with the Broader Estate Plan The establishment and funding of The Caldwell Family Foundation is one component of the comprehensive generational estate plan that C&H has designed and is implementing for Mr. Caldwell and his family. The Foundation operates in conjunction with, and is complementary to, the following additional planning instruments and structures: (a) Grantor Retained Annuity Trusts (GRAT

VI. Recommended Next Steps Based on the receipt of the IRS determination letter and the Foundation's current status, C&H recommends the following next steps:

1. File and Safeguard the Determination Letter. Mr. Caldwell should retain the original IRS determination letter in a secure location (e.g., safe deposit box or fireproof safe). C&H will retain a copy in the closing binder for Matter No. 1034-00004 and will provide a copy to Martin J. Prescott at Strathmore Corporation & Greaves LLP for the Foundation's tax compliance files. The Foundation should also maintain a copy

2. Begin Grant-Making Activities. The Board of Directors should convene at its earliest convenience to initiate the Foundation's grant-making program, consistent with the Foundation's stated mission of supporting the arts, education, and environmental conservation in the New York metropolitan area. Grant-making should be commenced with sufficient lead time to ensure that the Foundation meets its Year 1 minimum distri

3. Register with the New York Attorney General's Charities Bureau. If the Foundation has not already completed its registration with the New York Attorney General's Charities Bureau, this registration should be filed promptly. The Foundation is required to register before soliciting or receiving charitable contributions in New York. C&H will assist with the preparation and filing of the CHAR500 registration form and

4. Coordinate Tax Compliance with Strathmore Corporation & Greaves LLP. A copy of the determination letter should be provided to Martin J. Prescott at Strathmore Corporation & Greaves LLP for inclusion in the Foundation's tax files. Strathmore Corporation & Greaves LLP should be formally engaged to prepare the Foundation's initial Form 990-PF (covering the short period from March 20, 2023, through December 31, 2023),

5. Apply for State Tax Exemptions. C&H will coordinate the preparation and filing of applications for New York State sales tax exemption (Form ST-119.2) and any other applicable state and local tax exemptions. The sales tax exemption will enable the Foundation to make qualifying purchases without incurring New York State and local sales tax, which will preserve the Foundation's charitable assets for distribution.

6. Establish Foundation Bank and Investment Accounts. If the Foundation has not already done so, the Foundation should open dedicated bank and investment accounts under EIN 88-3021547, consistent with the resolutions adopted at the organizational board meeting. All Foundation funds should be held in accounts titled in the name of The Caldwell Family Foundation and should not be commingled with the personal accounts o

7. Schedule Fall 2023 Board Meeting. A meeting of the Board of Directors should be scheduled for fall 2023 (October or November is recommended) to address the following agenda items: (a) Review the Foundation's investment policy statement and confirm asset allocation; (b) Review and approve initial grants consistent with the Foundation's mission and minimum distribution requirements; (c) Adopt any additional operatin

VII. Enclosures The following documents are enclosed with this memorandum:

1. Original IRS Determination Letter dated July 14, 2023 (The Caldwell Family Foundation, EIN 88-3021547) — for Mr. Caldwell's safekeeping;

2. Copy of IRS Determination Letter (for Mr. Caldwell's personal files); and

3. Copy of the filed Form 1023 Application (for Mr. Caldwell's reference). Additional copies of these documents will be provided to Strathmore Corporation & Greaves LLP and will be maintained in the C&H closing binder.

VIII. Availability for Questions Victoria Chambers (Responsible Partner), Sylvia Hartwell (Specialist Partner, Tax), and the undersigned remain available at any time to discuss the determination letter, the Foundation's ongoing compliance obligations, or any aspect of the Foundation's operations and governance. We would be pleased to arrange a meeting or call at Mr. Caldwell's and Mrs. Caldwell's convenience to revie