FOUNDATIONS FOR WEALTH INC.

Form 1023 — Narrative Description of Activities

Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code

Westchester County, New York

Part I — Identification of Applicant

Part II — Organizational Structure & Governance

Foundations for Wealth Inc. (the "Foundation") is organized as a charitable corporation under the New York Not-for-Profit Corporation Law. The corporation is governed by a Board of Directors consisting of no fewer than five and no more than eleven members. At all times, a majority of the directors shall be independent of, and unrelated to, the Chairman, Alliance Herrera LLC, and any Ecosystem entity. For this purpose, a director is "independent" only if the director has no financial interest in, no compensation or employment relationship with, and no family relationship with any individual who controls, the Chairman, Alliance Herrera LLC, or any Ecosystem entity. The corporation has no members, issues no membership or equity interests, and no individual holds any ownership, equity, or redemption right in the corporation's assets.

The Chairman of the Board holds a veto authority over board resolutions that is negative only: it cannot be exercised to compel, approve, or direct any affirmative action of the Foundation, and in no event may it be exercised with respect to executive or employee compensation, grant awards, investment decisions, conflict-of-interest determinations, matters arising under the Memorandum of Understanding, or any transaction involving an Ecosystem entity. Every affirmative action of the Foundation — including all grant awards, investment decisions, and financial commitments — requires an affirmative vote of the disinterested Board of Directors. The Chairman recuses himself from any vote in which a conflict of interest may exist, in accordance with the Foundation's Conflict of Interest Policy.

Directors receive no compensation for service in their governance capacity. The Foundation employs staff, including an Executive Director, in bona fide employment roles; all such compensation is determined exclusively by the disinterested directors under the procedures described in Part V.

Enrollment Eligibility

The Foundation's programs are open to children and young adults whose household income does not exceed 300% of the U.S. Department of Health and Human Services Federal Poverty Guidelines (FPG), as published annually. The Board may, in its discretion, extend eligibility up to 400% of FPG to serve working-class families in high cost-of-living areas such as Westchester County, where the Board additionally considers HUD Area Median Income as a supplemental benchmark. Eligibility is verified at enrollment through self-certification supported by documentation such as a prior-year tax return, pay stub, or participation in a federal means-tested program. The Foundation does not discriminate on the basis of race, color, national origin, religion, sex, disability, or any other protected characteristic.

Enrollment is open to children from birth through age sixteen. No new enrollment is accepted after a child's seventeenth birthday, ensuring a minimum of two years of active Academy participation before any participant becomes eligible for grant consideration at age eighteen. Enrollment from birth permits the Foundation to begin internal tracking of community generosity early; however, no educational services, benefits, or grant eligibility arise until the child is of school age and actively participating in the Academy curriculum.

2026 HHS Federal Poverty Guidelines — 48 Contiguous States

Source: U.S. Department of Health and Human Services, ASPE, 2026 Federal Poverty Guidelines, updated annually at aspe.hhs.gov/poverty-guidelines.

Part III — Required Provisions

The Certificate of Incorporation contains the provisions required for recognition under Section 501(c)(3): the corporation is organized exclusively for charitable and educational purposes; no part of its net earnings inures to the benefit of any director, officer, or private person, except that the corporation is authorized to pay reasonable compensation for services rendered; no substantial part of its activities consists of attempting to influence legislation, and it does not participate in any political campaign; and upon dissolution, its assets are distributed for one or more exempt purposes within the meaning of Section 501(c)(3) or to a governmental unit for a public purpose.

Part IV — Narrative Description of Activities

A. Overview of Mission

The Foundation is organized exclusively for educational and charitable purposes. Its mission is to provide comprehensive financial literacy education, entrepreneurship training, and wealth-building grants to children and young adults from low- and moderate-income communities in Westchester County and surrounding regions, with the intent of expanding nationally over time.

The Foundation operates on a conviction rooted in lived experience: that the primary barrier separating low-income youth from financial independence is not capacity or intelligence, but access — access to knowledge, mentorship, practical experience, and patient capital. The Foundation exists to eliminate that barrier. The program traces directly to its founder's experience of first encountering the stock market as a child and recognizing that the mechanics of capital are learnable by anyone given the opportunity. The Foundation systematizes that opportunity and makes it available to every enrolled child regardless of zip code or family income.

B. Educational Program — The Alliance Herrera Academy

The Foundation's primary programmatic activity is delivery of the Alliance Herrera Academy (the "Academy" or "AHA") curriculum to enrolled youth at no cost to their families. The Academy is a structured body of original financial-education curriculum — a defined program of courses, written materials, and instructional content. It is not a separate legal entity.

Authorship and licensing structure. The Academy curriculum is authored and published by Alliance Herrera Media LLC ("Media"), a content-development company, under a royalty-free license to the underlying intellectual property, brand, names, and frameworks owned by Alliance Herrera LLC, the intellectual-property holder. Media writes the courses, books, and instructional materials that constitute the Academy and contributes them to the Foundation as an in-kind charitable donation, at no charge. Alliance Herrera LLC additionally grants the Foundation a direct, perpetual, royalty-free license to use the Academy materials and marks for its charitable purposes, which license may not be revoked in any manner that would disrupt the education or grant qualification of active enrollees.

Demonstrable value of the donated curriculum. Media offers the same Academy curriculum commercially, licensing it to unrelated and affiliated purchasers at arm's-length market prices. Those commercial transactions establish the fair market value of the curriculum. Because the curriculum donated to the Foundation is identical in substance to the curriculum sold commercially, the value of Media's in-kind charitable contribution is objectively ascertainable by reference to its established commercial price. The Foundation therefore receives a charitable contribution of demonstrable, market-validated value rather than an unquantified gift of services.

Phased curriculum rollout. The Academy is delivered in deliberate phases, expanding as Media authors and publishes each successive track. The Foundation's published curriculum reflects only the tracks that are active and available at any given time:

• Phase 1 — Entrepreneurship & Business Development (available at launch): business formation, corporate and LLC structures, revenue models, client acquisition, accounting fundamentals, and business-plan development.
• Phase 2 — Capital Markets & Investment Fundamentals: stock-market mechanics, index funds, portfolio construction, risk management, compounding, and unit-based investing.
• Phase 3 — Real Estate Principles: property valuation, equity building, leverage, and the economics of ownership.
• Subsequent phases — including digital and technology skills, data and analytics, media and content production, and insurance and risk protection — are added as Media authors and publishes each track. The Foundation is under no obligation to add any track and may source equivalent instruction from unrelated providers.

Curriculum is delivered in age-appropriate tiers: younger children receive foundational concepts through narrative-based, gamified instruction, while older students engage in applied learning including simulated portfolio management, case studies, and business-planning workshops.

Operating model. Because curriculum, instruction, and the educational platform are donated, the Foundation incurs no program-delivery cost. The Foundation maintains a lean operating budget and directly bears its own institutional costs — reasonable executive compensation (Part V), brokerage and banking fees, accounting and audit services, legal fees, and regulatory filings. Monetary charitable contributions are directed to the pooled investment fund, the participation ledgers, and grant awards, net of the Foundation's limited operating and compliance costs.

Independence from providers. The Foundation's use of any curriculum provider, instructor, educational platform, or licensor is non-exclusive and terminable at the discretion of the disinterested Board. The Foundation may replace any provider, procure equivalent educational services from unrelated third parties, and develop and use its own educational branding independent of the Alliance Herrera Academy marks — and may discontinue use of the licensed marks — at any time and without penalty.

C. The Pooled Investment Fund & Participation Unit System

To reinforce educational concepts with tangible application, the Foundation maintains a pooled investment fund (the "Fund") through which monetary charitable contributions are aggregated and invested. The Fund is held in a dedicated brokerage account in the Foundation's name at a registered U.S. broker-dealer and is invested consistent with the Foundation's investment policy and the Board's fiduciary obligations under the New York Prudent Management of Institutional Funds Act (NYPMIFA).

Unit assignment. Each monetary donation is recorded in the Foundation's internal ledger as a number of participation units based on the Fund's Net Asset Value per unit (NAV) at the time of donation. Units are credited to a designated child's participation record in whole increments only; no fractional units are issued or tracked. Assignment is performed solely for program tracking, motivational, and stewardship-reporting purposes and creates no entitlement, influences no grant outcome, and establishes no legal or equitable claim on Foundation assets.

The village donor model. Any individual may make a charitable donation to the Foundation in honor of any enrolled child — a parent, grandparent, relative, godparent, coach, mentor, neighbor, or any community member. All donations, regardless of source, are irrevocable charitable gifts to the Foundation's general fund. The Foundation tracks the cumulative unit count associated with each child's record as a stewardship tool reflecting collective community generosity. No donor acquires any legal claim, ownership interest, redemption right, or guaranteed benefit as a result of any donation associated with a specific child's record.

No ownership rights. Participation units confer no legal ownership, membership, equity, or redemption right of any kind in the Foundation or its assets. Units are an internal accounting and tracking methodology only. All contributions are irrevocable charitable gifts. Donations associated with a participant's record may be applied by the Foundation to any charitable purpose; the Foundation is under no obligation to reserve, segregate, or maintain assets corresponding to any participant's ledger. The Board retains complete and absolute discretion over all investment and distribution decisions.

NAV calculation and open donation window. The Fund's NAV per unit is calculated monthly and published on the first business day of each calendar month. The Foundation accepts charitable donations on any calendar day; all donations in a given month are credited at the NAV published that month. This open-window policy is a deliberate charitable choice: restricting donations to a narrow window would disproportionately disadvantage the low-income families the Foundation serves. Because participation units confer no ownership interest, there are no existing holders to dilute, and the open window presents no structural risk.

Enrollment match. To ensure the Fund maintains adequate capital to back achievement-based units awarded during the Academy, one participation unit is contributed to the Foundation's general fund upon each new enrollment. This contribution — funded initially by the Chairman personally and, as the Foundation scales, increasingly by general contributions and grants — is not earmarked for the enrollee; it continually expands the Foundation's pooled capital and ensures the Foundation's capacity scales alongside enrollment.

D. Unit-Price Stabilization — The Active Price Management System

The Foundation employs a proprietary Active Price Management (APM) system so that, as the Fund's value grows, the entry point for a donation remains permanently attainable for the families it serves. The Foundation's participation units are designated the Sprout Class, governed by a single principle: donate for $20 or less, forever.

• The Ceiling ($20.00). If NAV per unit exceeds $20.00 at any month-end calculation, a mandatory split is triggered.
• The Target Floor ($10.00). Split mechanics are calculated so that no split returns NAV below $10.00 at the moment of execution. (Subsequent market movement may carry NAV below $10.00; this reflects market fluctuation, not a structural floor.)
• The Method (Dynamic Divisor). Upon any month-end close above $20.00, the Board executes a split using the lowest whole-number divisor that returns NAV to the $10.00–$20.00 range. No fractional divisors are used. (Example: a $24.00 close yields a 2-for-1 split to $12.00; a $65.00 close yields a 4-for-1 split to $16.25.)
• Rounding. Fractional cents are rounded down; any surplus is retained by the Foundation as general assets.

The practical result is that donating one unit will realistically never cost more than $20.00, regardless of Fund performance — making the Foundation's mission of multigenerational accessibility mathematically durable.

Market-risk disclosure. Participation units are not bank deposits, securities, or guaranteed instruments. Fund value may rise or fall. The split mechanism guarantees a price ceiling for donations but guarantees no minimum value at the time of any grant award. Charitable contributions are subject to investment risk, including loss.

E. Achievement-Based Unit Earning & Merit-Based Vesting

Beyond community donations, enrolled children earn additional participation units through demonstrated academic and programmatic achievement. To preserve absolute Board discretion and prevent any implicit earmarking, the Foundation uses a Merit-Based Vesting Framework:

• Participation Baseline (10%). Unlocked upon the participant reaching age eighteen in good standing.
• Academic Milestones (30%). Unlocked through verified completion of elementary (10%), middle (10%), and high school (10%), credited upon presentation of valid transcripts.
• Academy Certification (60%). Unlocked through successful completion of the Academy's core certification sequence as then constituted and published in the Academy's Achievement Unit Schedule. Because the curriculum rolls out in phases, certification is measured against the tracks active and available to the participant during enrollment, as approved by the Board.

1:1 Solvency Cap. The total achievement-based units awarded to any participant may never exceed the total donated units (including the enrollment match and community donations) in that participant's ledger, guaranteeing no unfunded liabilities are created.

F. Grant Program — Awards at Age Eighteen & Grace Period

Upon reaching age eighteen, enrolled participants become eligible for consideration for a discretionary educational grant.

Participation versus eligibility. Unit accumulation and grant eligibility are distinct. Accumulation of units alone does not create eligibility. To be considered for a grant, a participant must complete the full certification sequence defined in the Academy's Achievement Unit Schedule and approved by the Board. No grant is recommended or awarded for any participant who has not achieved full certification, regardless of unit count. The village builds the fund; the child earns the key.

Decaying grace period (ages 18–21). At age eighteen, the participant's unit ledger and the applicable NAV are locked for all grant-calculation purposes; market performance thereafter does not affect the calculation. The Board permits a grace period through age twenty-one to complete certification, subject to annual decay: completion by age 19 yields 90% of the award; by 20, 80%; by 21, 70%. If certification is not completed by the twenty-first birthday, the ledger expires and the underlying capital remains in the Foundation's general fund.

Grant options. Board-approved grants may be taken as a direct cash educational grant for continued education, business formation, or investment; or applied toward an apprenticeship, internship, educational fellowship, or employment opportunity with any qualified third-party organization, including but not limited to Ecosystem entities — at the participant's election and subject to Board approval. No participant shall be required or encouraged to accept an apprenticeship, fellowship, or employment with any Ecosystem entity as a condition of, or in connection with, receiving a grant.

No earmarking. No contribution is designated, restricted, or earmarked for any specific individual. All contributions are unrestricted charitable gifts to the general fund. The participation-unit system is an internal tracking and motivational tool only. Grants are made from general assets at the Board's discretion, informed by — but not bound by — the internal ledger, and strictly contingent on completion of merit-based certifications.

Part V — Compensation and Financial Arrangements

The Foundation employs an Executive Director responsible for day-to-day leadership, program oversight, fund administration, development, and community and institutional partnerships. Fausto R. Herrera serves as Executive Director (a compensated employment role) and also serves on the Board as Chairman (an uncompensated governance role).

Compensation for the Executive Director, and for any other employee, is determined exclusively by the disinterested members of the Board of Directors, in advance and by contemporaneous written resolution, following the procedures for the rebuttable presumption of reasonableness under Treasury Regulation § 53.4958-6. The Board (i) approves compensation through directors who have no conflict of interest with respect to the arrangement, (ii) relies on appropriate comparability data for executive compensation at similarly situated nonprofit organizations in the Foundation's geographic region, and (iii) documents the basis for its determination contemporaneously. Comparability data may be drawn from independent compensation consultants, publicly available Form 990 data, or surveys of comparable nonprofit organizations. Mr. Herrera recuses himself entirely from all deliberation and voting concerning his own compensation.

Executive compensation is calibrated to the Foundation's operating scale, reviewed annually, and structured to scale with the organization's enrollment, programs, and resources. Directors receive no compensation for board service. No officer or director receives compensation except in a bona fide employment capacity approved under the procedures above.

All Academy curriculum and instructional content is donated to the Foundation at no charge by Alliance Herrera Media LLC, which authors and publishes the curriculum under a royalty-free intellectual-property license from Alliance Herrera LLC. The terms governing these in-kind contributions, including the Foundation's complete independence from and non-obligation to the contributing entities, are set forth in the Foundation's Memorandum of Understanding.

Part VI — Members and Other Individuals

The Foundation has no members and is governed solely by its Board of Directors. Enrolled participants and their families hold no governance or ownership rights.

Part VII — History of the Organization

Foundations for Wealth Inc. converts into charitable form an iterative youth financial-education model developed by Fausto R. Herrera since 2009. The supporting ecosystem and the Academy curriculum are built in deliberate phases:

• 2009 — Alliance Herrera LLC established as the intellectual-property holder for the curriculum, brand, names, and frameworks.
• 2026 — Alliance Herrera Media LLC established to author and publish the Alliance Herrera Academy curriculum under royalty-free license from Alliance Herrera LLC, and to contribute that curriculum to the Foundation as an in-kind charitable donation.
• 2026 — Foundations for Wealth Inc. organized as a charitable corporation; program operations commence August 2026 with the Entrepreneurship & Business Development track.

The Academy curriculum expands in phases as Alliance Herrera Media LLC authors and publishes each successive track. This phased structure ensures the Foundation's representations reflect only curriculum that is actually authored, published, and available at any given time.

Part VIII — Financial Data

Projected revenue. Charitable donations from families, community members, corporate sponsors, foundations and grant-makers, and the enrollment match.

Projected expenses. Limited to reasonable executive and staff compensation, brokerage and banking fees, accounting and legal fees, regulatory filings, and grant disbursements. Program-delivery costs are zero by virtue of the donated curriculum; the Foundation maintains a lean operating budget, directing the substantial balance of monetary contributions to the Fund and to grants.

Part IX — Foundation Classification

Foundations for Wealth Inc. requests classification as a public charity under Section 509(a)(1) and Section 170(b)(1)(A)(vi).

The formal Form 1023 application is executed by a disinterested director as authorized signatory pursuant to the Foundation's Conflict of Interest Policy.

Foundations for Wealth Inc. · Westchester County, New York

CONFLICT OF INTEREST POLICY

Foundations for Wealth Inc.

A New York Not-for-Profit Corporation

Article I — Purpose

The purpose of this conflict of interest policy is to protect the tax-exempt interest of Foundations for Wealth Inc. (the "Organization") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II — Definitions

1. Interested Person. Any director, principal officer, or member of a committee with governing-board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. an ownership or investment interest in any entity with which the Organization has a transaction or arrangement;

b. a compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement; or

c. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

3. Ecosystem. "Ecosystem" refers collectively to Alliance Herrera LLC, as intellectual-property holder, and each other entity controlled by, or under common control with, the Chairman — including, without limitation, Alliance Herrera Media LLC (which authors and donates the Alliance Herrera Academy curriculum to the Organization), Alliance Herrera Consulting Inc., and Alliance Herrera Wealth Fund LLC. Any entity that later comes under such control becomes part of the Ecosystem for purposes of this Policy upon its formation or acquisition.

4. Independent Director. An "Independent Director" is a director who has no financial interest in, no compensation or employment relationship with, and no family relationship with any individual who controls, the Chairman, Alliance Herrera LLC, or any Ecosystem entity. The Board of Directors shall consist of no fewer than five directors, and at all times a majority of the directors shall be Independent Directors.

Article III — Procedures

1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing-board-delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest.

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The Chairman's veto authority is negative only: it cannot be exercised to compel, approve, or direct any affirmative action of the Organization, and in no event may it be exercised with respect to executive or employee compensation, grant awards, investment decisions, conflict-of-interest determinations, matters arising under the Memorandum of Understanding, or any transaction involving an Ecosystem entity. All affirmative actions require a vote of the disinterested Board of Directors.

b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with such determination, it shall make its decision as to whether to enter into the transaction or arrangement.

4. Special Provision Regarding the Chairman and the Ecosystem. It is acknowledged that the Chairman of the Board, Fausto R. Herrera, is also a principal of Alliance Herrera LLC (the intellectual-property holder) and a principal or affiliate of one or more Ecosystem entities providing in-kind services to the Organization. While the Chairman holds a negative-only veto authority over board resolutions (as limited in Article III, Section 3 above), the Chairman is an Interested Person with respect to any and all transactions between the Organization and Alliance Herrera LLC or any Ecosystem entity.

It is therefore the strict policy of the Organization that the Chairman shall automatically recuse himself from any and all board discussions, deliberations, and votes regarding:

a. the Memorandum of Understanding among the Organization, Alliance Herrera LLC, and Alliance Herrera Media LLC;

b. any contract, license, or agreement between the Organization and Alliance Herrera LLC, Alliance Herrera Media LLC, or any other Ecosystem entity;

c. the ongoing evaluation of the curriculum and services provided by any Ecosystem entity to the Organization; and

d. any addition or substitution of a curriculum provider or licensor.

In all such matters, the disinterested members of the Board of Directors possess sole and absolute authority to act on behalf of the Organization.

Board members are required to disclose any participation by themselves or immediate family members in any Ecosystem entity. Because the Organization provides no financial benefit, compensation, or commercial advantage to any Ecosystem entity, no board decision can create financial gain for any Ecosystem participant. Recusal under this paragraph is required only where the board considers terminating or modifying the relationship with a specific entity in which a board member or their immediate family directly participates.

Article IV — Records of Proceedings

The minutes of the governing board and all committees with board-delegated powers shall contain:

a. the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed; and

b. the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion (including any alternatives to the proposed transaction or arrangement), and a record of any votes taken in connection with the proceedings.

Article V — Compensation

a. The Organization employs personnel, including an Executive Director, in bona fide employment capacities. Compensation paid by the Organization to any employee, including the Executive Director, shall be determined exclusively by the disinterested members of the Board of Directors, in advance and by contemporaneous written resolution, in accordance with the procedures for the rebuttable presumption of reasonableness under Treasury Regulation § 53.4958-6. The disinterested directors shall (i) be free of any conflict of interest with respect to the compensation arrangement, (ii) obtain and rely upon appropriate data as to comparability, including compensation paid by similarly situated organizations for functionally comparable positions in the Organization's geographic region, and (iii) contemporaneously document the basis for their determination.

b. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on, and shall recuse himself or herself from all deliberation concerning, matters pertaining to that member's compensation. This provision applies to Fausto R. Herrera with respect to his compensation as Executive Director: he shall recuse himself entirely from all deliberation and voting concerning his own compensation, which shall be determined solely by the disinterested directors under subsection (a).

c. A voting member of any committee whose jurisdiction includes compensation matters, and who receives compensation, directly or indirectly, from the Organization for services, is precluded from voting on matters pertaining to that member's compensation.

d. No director or officer receives compensation for service in a governance capacity. Directors serve without compensation for board service. Compensation is paid by the Organization only for bona fide employment, approved under the procedures of this Article.

Article VI — Annual Statements

Each director, principal officer, and member of a committee with governing-board-delegated powers shall annually sign a statement that affirms such person:

a. has received a copy of the conflict of interest policy;

b. has read and understands the policy;

c. has agreed to comply with the policy; and

d. understands the Organization is charitable and, in order to maintain its federal tax exemption, must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Article VII — Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include:

a. whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's-length bargaining; and

b. whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or excess benefit transaction.

Article VIII — Use of Outside Experts

When conducting the periodic reviews provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted.

Article IX — Whistleblower Protection

Any director, officer, or employee who in good faith reports a concern about a potential conflict of interest or a violation of this policy shall be protected from retaliation. Reports may be made to any disinterested board member.

Certification of Adoption

I, the undersigned, certify that the foregoing Conflict of Interest Policy was adopted by the Board of Directors of Foundations for Wealth Inc. on __________, 2026.

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___________________________________

[Name of Secretary]

Secretary, Foundations for Wealth Inc.

Date: ___________________________

Foundations for Wealth Inc. · Westchester County, New York

MEMORANDUM OF UNDERSTANDING

For Curriculum Donation and Intellectual-Property Licensing

This Memorandum of Understanding ("MOU") is entered into as of the ____ day of __________, 2026, by and among:

FOUNDATIONS FOR WEALTH INC., a New York charitable corporation recognized as a tax-exempt public charity, located in Westchester County, New York (the "Foundation");

ALLIANCE HERRERA LLC, a New York limited liability company, as intellectual-property holder and licensor (the "IP Holder"); and

ALLIANCE HERRERA MEDIA LLC, a New York limited liability company, as author and publisher of the Academy curriculum (the "Curriculum Donor").

The Foundation, the IP Holder, and the Curriculum Donor are collectively the "Parties."

RECITALS

WHEREAS, the Foundation is organized and operated exclusively for charitable and educational purposes, specifically to provide financial-literacy education, entrepreneurship training, and wealth-building grants to low- and moderate-income youth;

WHEREAS, the IP Holder owns proprietary intellectual property, brand assets, names, trademarks, and educational-curriculum frameworks, including the "Alliance Herrera Academy" name and related marks;

WHEREAS, the Curriculum Donor authors and publishes the Alliance Herrera Academy curriculum (the "Academy") — a defined body of original courses, written materials, and instructional content — under a royalty-free license to the IP Holder's intellectual property;

WHEREAS, the Curriculum Donor offers the Academy curriculum commercially at arm's-length market prices, such that the fair market value of the curriculum is objectively ascertainable, and desires to contribute that same curriculum to the Foundation as an in-kind charitable donation of demonstrable value;

WHEREAS, the Academy curriculum is delivered to the Foundation's enrollees through a deliberate, phased rollout as the Curriculum Donor authors and publishes each successive track; and

WHEREAS, the Parties intend that this arrangement create no financial benefit, commercial advantage, or private inurement to the IP Holder or the Curriculum Donor;

NOW, THEREFORE, in consideration of the mutual covenants herein, and for the express purpose of advancing the Foundation's Section 501(c)(3) charitable mission, the Parties agree as follows:

1. Intellectual Property and Licensing

The IP Holder grants the Foundation a perpetual, royalty-free, non-exclusive, worldwide license to use the "Alliance Herrera Academy" brand, curriculum, marks, and related educational materials solely for the Foundation's charitable purposes.

a. The Foundation may use the licensed curriculum for its enrollees without any present or future licensing fee, royalty, or paywall.

b. All underlying intellectual property remains the property of the IP Holder; however, the license granted to the Foundation may not be revoked in any manner that would disrupt the education or grant qualification of active enrollees.

c. The license is non-exclusive. The Foundation may develop and use its own educational branding independent of the Alliance Herrera Academy marks and may discontinue use of the licensed marks at any time and without penalty.

2. Donation of Curriculum

The Curriculum Donor independently donates to the Foundation, at no charge, the Alliance Herrera Academy curriculum it authors and publishes — including all courses, written materials, and instructional content constituting each curriculum track.

a. The donation is delivered in phases as the Curriculum Donor authors and publishes each successive track. The initial active track is Entrepreneurship & Business Development; additional tracks are contributed as they are authored and published.

b. Day-to-day management, administration, and operation of the Foundation are performed by the Foundation's own personnel and are not the subject of this MOU.

3. Established Value; Zero Cost to the Foundation

a. The Curriculum Donor offers the same Academy curriculum commercially, licensing it to unrelated and affiliated purchasers at arm's-length market prices. These commercial transactions establish the fair market value of the donated curriculum.

b. Notwithstanding that established value, the curriculum is donated to the Foundation completely free of charge. The Foundation owes $0.00 to the IP Holder or the Curriculum Donor for any curriculum, license, or service.

c. Neither the IP Holder nor the Curriculum Donor shall invoice, bill, or seek reimbursement from the Foundation for any expense, licensing fee, or labor. This arrangement is purely an in-kind charitable contribution intended to maximize the Foundation's grant-making capacity.

4. Strict Independence and Non-Obligation

To ensure strict compliance with the Internal Revenue Code's prohibitions on private inurement and impermissible private benefit, the Parties expressly agree:

a. No Marketing Obligation. The Foundation is under no obligation to market, promote, or drive commercial revenue to the IP Holder, the Curriculum Donor, or any affiliated entity.

b. No Captive Audience. The Foundation's enrollees are not required to purchase any good or service from the IP Holder, the Curriculum Donor, or any affiliated entity, and the Foundation shall not act as a pipeline or sales funnel for any commercial product.

c. No Compensation or Commercial Advantage. The IP Holder and the Curriculum Donor expect no financial return, hidden compensation, or commercial advantage from this relationship.

d. No Revenue Sharing. The Foundation shall not share any revenue, grant, donation, or financial proceeds with the IP Holder, the Curriculum Donor, or any affiliated entity under any circumstances.

e. Grantee Autonomy. All wealth-building grants awarded by the Foundation are distributed to recipients with full dominion and control. The Foundation shall not require, direct, or systematically incentivize any grant recipient to invest grant funds into, or to transact with, the IP Holder, the Curriculum Donor, or any affiliated entity. Once disbursed, grantees retain complete and independent discretion over their capital.

f. No Exclusivity; Right to Replace. The Foundation is not required to use the curriculum of the Curriculum Donor and may procure equivalent educational curriculum and services from unrelated third-party providers at any time. Neither the IP Holder nor the Curriculum Donor holds any exclusive or preferential right to provide curriculum or services to the Foundation.

5. Conflict-of-Interest Management

The Parties acknowledge that Fausto R. Herrera serves as Chairman of the Foundation, as a principal of the IP Holder, and as a principal or affiliate of the Curriculum Donor. All decisions of the Foundation regarding the execution, continuation, modification, or termination of this MOU shall be made exclusively by the disinterested members of the Foundation's Board of Directors. The Chairman's veto authority is negative only: it cannot be exercised to compel, approve, or direct any affirmative action of the Foundation, and in no event may it be exercised with respect to any matter arising under this MOU or any transaction involving the IP Holder, the Curriculum Donor, or any affiliated entity. All affirmative actions under this MOU require a vote of the disinterested Board. The Chairman recuses himself from all such votes in strict accordance with the Foundation's Conflict of Interest Policy.

6. Term and Termination

This MOU commences on the date first written above and continues indefinitely unless terminated by mutual written agreement of the Parties. The Foundation's disinterested Board of Directors retains the unilateral right to terminate this MOU at any time and without penalty if it determines the arrangement no longer serves the Foundation's best interests. The Foundation further retains the right to obtain equivalent curriculum and services from independent third parties at its sole discretion.

7. Severability

If any provision of this MOU is found unenforceable, the remaining provisions continue in full force and effect.

8. Governing Law

This MOU is governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Memorandum of Understanding as of the date first written above.

Foundations for Wealth Inc. · Westchester County, New York