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STATE of DELAWARE CERTIFICATE of INCORPORATION of OPEN SOURCE ENDOWMENT FOUNDATION a NONPROFIT NONSTOCK CORPORATION

The undersigned incorporator hereby certifies as follows:

  1. The name of this corporation is Open Source Endowment Foundation.

  2. Its registered office in the State of Delaware is to be located at 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of this corporation’s registered agent at such address is National Registered Agents, Inc.

  3. This corporation is a nonprofit nonstock corporation organized under the General Corporation Law of the State of Delaware (“DGCL”) and is not authorized to issue any capital stock. The specific and primary purpose of this corporation is to engage in charitable and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).

  4. This corporation is organized and operated exclusively for exempt purposes within the meaning of Section 501(c)(3) of the Code. Notwithstanding any other provision of this certificate, this corporation shall not carry on any activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or (2) by a corporation, contributions to which are deductible under Sections 170(c)(2), 2055(a)(2), 2106(a)(2)(A)(ii), 2522(a)(2), or 2522(b)(2) of the Code. Except as permitted by law, no substantial part of the activities of this corporation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation, nor shall this corporation participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

  5. The property of this corporation is irrevocably dedicated to charitable purposes, and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member of this corporation, or any other private person. Upon the winding up and dissolution of this corporation and after paying or adequately providing for the debts and obligations of this corporation, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Code.

  6. This corporation shall have one or more members, and the conditions of membership shall be stated in the Bylaws.

  7. The name and mailing address of the incorporator are as follows: Chad Whitacre 74 E Glenwood Ave Unit #5756 Smyrna, DE 19977

  8. The personal liability of the directors and any persons performing the duties of directors of this corporation is hereby eliminated or limited to the fullest extent permitted by DGCL Section 102(b)(7) as the same may be hereafter amended and supplemented.

  9. Any amendment to this Certificate must be approved by the Board of Directors of this corporation. In addition, any amendment to this Certificate requires approval by the members of this corporation in accordance with DGCL Section 242(b)(3). The required vote of the members to approve shall be as provided in the Bylaws of this corporation.

  10. This corporation may, in accordance with the authority granted by DGCL Section 141, adopt Bylaws that establish and modify the voting power of different classes of directors, including giving certain classes of directors greater voting power (e.g. a veto power), in a manner that deviates from the provisions set forth in DGCL 141(j).

  11. Only the members of this corporation may adopt, amend, or repeal the Bylaws of this corporation. The required vote of the members shall be as provided in the Bylaws of this corporation.

By: Chad Whitacre, Incorporator

Date: 2/14/2025