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Home My WebLink AboutCC - Secretary of State and Articles bd CD I� 0006290007 1 00 �r•T, Eat STATE OF IDAHO For Office use Only CD �¢ Ito °•� Office of the secretary of state, Phil McGrane F� y C ANNUAL REPORT -FILED- CD M Idaho Secretary of State CD s� tigQ PO Box 83720 File#:0006290007 ATE o� Boise, ID 83720-0080 Date Filed: 5/30/2025 4:30:03 PM \ (208)334-2301 W Filing Fee:$0.00 CD N CD N Entity Name and Mailing Address: 0_1 Entity Name: Ten Mile West Commercial, LLC X, The file number of this entity on the records of the Idaho 0005223979 Secretary of State is: CD Address PO BOX 51298 IDAHO FALLS, ID 83405-1298 Entity Details: Entity Status Active-Existing (D This entity is organized under the laws of: IDAHO n N If applicable, the old file number of this entity on the records of N the Idaho Secretary of State was: C N The registered agent on record is: Registered Agent Kari M. Campos Registered Agent IC Physical Address 0 2194 SNAKE RIVER PARKWAY SUITE 300 IDAHO FALLS, ID 83402 Ifi Mailing Address ~ 0 PO BOX 51298 (p IDAHO FALLS 83405 O Agent or Address Change l-h ❑ Select if you are appointing a new agent. rt (D Limited Liability Company Managers and Members Name Title Business Address H BV Executive Management, Inc. Manager PO BOX 51298 IDAHO FALLS, ID 83405 0 O AhIquist Development, L.L.G. Manage T 4 4 8 SL-VERCTONE WA*, S IITC 600 A ERIDIAIS ID 83642 0 BVA DEVELOPMENT, LLC Manager PO BOX 51298 n IDAHO FALLS, ID 83405 rt The annual report must be signed by an authorized signer of the entity. Job Title: Secretary of a Manager O Kari M. Campos 0513012025 cn Sign Here Date rt (D Page 1 of 1 Page 1 of 1 bd 0 N J 0006333016 1 �r•T, Eat STATE OF IDAHO For office use only �¢ Ito °•� Office of the secretary of state, Phil McGrane OD y C ANNUAL REPORT -FILED- M Idaho Secretary of State CD s� tigQ PO Box 83720 File#:0006333016 61 ATE o� Boise, ID 83720-0080 Date Filed:6/30/2025 3:17:11 PM \ (208)334-2301 W Filing Fee:$0.00 CD N CD N Entity Name and Mailing Address: 01 Entity Name: BVA DEVELOPMENT, LLC W The file number of this entity on the records of the Idaho 0000615162 Secretary of State is: J Address PO BOX 51298 IDAHO FALLS, ID 83405-1298 Entity Details: Entity Status Active-Existing (D This entity is organized under the laws of: IDAHO n N If applicable, the old file number of this entity on the records of W204087 N the Idaho Secretary of State was: C N The registered agent on record is: Registered Agent Kari M. Campos Registered Agent Physical Address O 2194 SNAKE RIVER PARKWAY SUITE 300 IDAHO FALLS, ID 83402 Ifi Mailing Address ~ 0 PO BOX 51298 (p IDAHO FALLS 83405 O Agent or Address Change l-h ❑ Select if you are appointing a new agent. rt (D Limited Liability Company Managers and Members Name Title Business Address H BV Executive Management, Inc. Manager PO BOX 51298 IDAHO FALLS, ID 83405 0 O Ahlquist Development, L.L.C. Manager 1144 S. SILVERSTONE WAY, STE. 500 MERIDIAN, ID 83642 (D 0 n The annual report must be signed by an authorized signer of the entity. Fl- Job Title: Secretary of a Manager ri Kari M. Campos 0613012025 0 Sign Here Date 1-' rt rt (D Page 1 of 1 Page 1 of 1 W I� CD CD 0006189654 N �r•T,S STATE OF IDAHO For office use only �¢ Ito °•� Office of the secretary of state, Phil McGrane CD y c ANNUAL REPORT -FILED- M M Idaho Secretary of State CD s� tigQ PO Box 83720 File#:0006189654 p STE o� Boise, ID 83720-0080 Date Filed:4/4/2025 10:03:52 AM \ (208)334-2301 CD Filing Fee:$0.00 N CD N Entity Name and Mailing Address: 0_1 Entity Name: AHLQUIST DEVELOPMENT, L.L.C. F� The file number of this entity on the records of the Idaho 0000161331 CD Secretary of State is: CD Address 1144 S SILVERSTONE WAY W STE 500 MERIDIAN, ID 83642-8854 Entity Details: Entity Status Active-Existing (p This entity is organized under the laws of: IDAHO n (D If applicable, the old file number of this entity on the records of W49879 N the Idaho Secretary of State was: (D The registered agent on record is: Q' Registered Agent Ryan Cleverley 0' Registered Agent k< Physical Address O 1144 S SILVERSTONE WAY r-h STE 500 I-h MERIDIAN, ID 83642-8854 C� Mailing Address (p 1144 S SILVERSTONE WAY STE 500 O MERIDIAN, ID 83642-8854 1-' rt Limited Liability Company Managers and Members �3' Name Tltle Business Address J. Thomas Ahlquist Manager 1144 S SILVERSTONE WAY H STE 500 Q' MERIDIAN, ID 83642-8854 W O The annual report must be signed by an authorized signer of the entity. U� Job Title: Manager C� ri (D Ryan Cleverley 0410412025 `t w Sign Here Date O c-t ct (D Pagel of 1 Page 1 of 1 W CD Q0 00 0005223979 �r•T, Eat STATE OF IDAHO For Office use Only k-o �¢ Ito °•� Office of the secretary of state, Phil McGrane W y c CERTIFICATE OF ORGANIZATION LIMITED -FILED- W M . LIABILITY COMPANY CD 4' File#:0005223979 `�r ti4 Idaho Secretary of State ATE o� PO Box 83720 Date Filed: 5/4/2023 2:28:39 PM CD Boise,Boise, ID 83720-0080 (208)334-2301 Filing Fee:$100.00 N CD N W Certificate of Organization Limited Liability Company N Select one: Standard, Expedited or Same Day Service(see Standard (filing fee$100) .. descriptions below) N 1.Limited Liability Company Name Type of Limited Liability Company Limited Liability Company Entity name Ten Mile West Commercial, LLC 7d 2.The complete street address of the principal office is: (D Principal Office Address 2194 SNAKE RIVER PARKWAY, SUITE 300 n IDAHO FALLS, ID 83402 �- C 3.The mailing address of the principal office is: (D Mailing Address PO BOX 51298 IDAHO FALLS, ID 83405-1298 4.Registered Agent Name and Address Registered Agent Registered Agent O Thel W. Casper, Esq. r-h Physical Address: 1-h 2194 SNAKE RIVER PARKWAY, SUITE 300 N IDAHO FALLS, ID 83402 n (D Mailing Address: PO BOX 51298 O IDAHO FALLS, ID 83405-1298 1--h ® I affirm that the registered agent appointed has consented to serve as registered agent for this entity. rt (D 5.Governors H Name Address Q Q1 BV Management Services, Inc. PO BOX 51157 �3' IDAHO FALLS, ID 83405 O Ahlquist Development, L.L.C. 1144 S SILVERSTONE WAY, SUITE 500 W MERIDIAN, ID 83642 (D 0 n Signature of Organizer: c (fi Q1 Thel W. Casper 0510412023 Sign Here Date O W c-t c-t (D Pagel of 1 Page 1 of 1 OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL, LLC THE INTERESTS DESCRIBED AND REPRESENTED BY THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("FEDERAL ACT")OR ANY APPLICABLE STATE SECURITIES LAWS ("STATE ACTS")AND ARE RESTRICTED SECURITIES AS SUCH TERM IS DEFINED IN RULE 144 UNDER THE FEDERAL ACT. THE INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION UNDER THE FEDERAL ACT AND APPLICABLE STATE ACTS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE FEDERAL ACT AND APPLICABLE STATE ACTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. 4866-8465-3158,v.6 OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL, LLC THIS OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL, LLC, a limited liability company organized pursuant to the Act, is entered into to be effective as of the Effective Date, by BVA TEN MILE WEST COMMERCIAL, LLC, an Idaho limited liability company, and Al TEN MILE WEST LLC, an Idaho limited liability company, as the Initial Members, on behalf of themselves and the Company, and BV MANAGEMENT SERVICES, INC.,an Idaho corporation,and BVA DEVELOPMENT,LLC,an Idaho limited liability company, as the Managers. ARTICLE I FORMATION 1.1 Organization. The Initial Members have organized the Company as an Idaho limited liability company pursuant to the provisions of the Act. The Initial Members hereby authorize and ratify the Certificate in the form filed with the Secretary of State. The Initial Members, for themselves and the Company, and the Managers agree that, from and after the Effective Date, this Agreement shall be the sole and entire operating agreement of the Company, governing to the fullest extent permitted by the Act all the relations among the Members as members and between the Members and the Company, all rights and duties of the Managers, all activities of the Company and the conduct of those activities, and the means and conditions for amending this Agreement. No oral or implied agreements,whether made or claimed to have been made in the past,present or future, shall ever be or become part of or included in this Agreement or otherwise constitute all or part of this Agreement or all or part of any operating agreement of the Company under the Act. This Agreement may be amended only as provided herein. 1.2. Name. The name of the Company is Ten Mile West Commercial, LLC, and all business of the Company shall be conducted under that name. 1.3 Effective Date. This Agreement shall be effective as of the date and time of filing of the Certificate with the Secretary of State on July 7,2023. 1.4. Term. The Company shall be dissolved and its affairs wound up in accordance with the Act or this Agreement. 1.5. Designated Office. The Company's designated office shall be as set forth in the Certificate, as the same may be changed from time to time by the Company tiling with the Secretary of State a statement of change in form and substance required by the Act. 1.6. Registered Agent. The Company's registered agent for the service of process shall be as set forth in the Certificate, as the same may be changed from time to time by the Company filing with the Secretary of State a statement of change in form and substance required by the Act. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC - 1 4866-8465-3158,v.6 1.7. Purpose of Company. The Company is created for the Primary Purpose or to own, improve, hold for investment, lease and/or sell the Real Property for any other use approved by the Members in accordance with this Agreement. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Agreement. ARTICLE II DEFINITIONS For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings: Act. The Idaho Uniform Limited Liability Company Act and all amendments to the Act. Acquisition Date. The date the Company acquires title to the Real Property. Adler Member. Al Ten Mile West LLC, an Idaho limited liability company, and its successors and assigns. Affiliate. Affiliate is defined to include any Person,other than the Company,that owns in whole or in part any Member or Manager; any Person owned in whole or in part by any Member or Manager;and any Person that is under common ownership in whole or in part with any Member or Manager. Agreement. This Operating Agreement including all amendments adopted in accordance herewith. Approved Budget. Any annual, operating, construction, development or other budget approved by the Members by Unanimous Consent or as set forth below(an"Approved Budget'). The initial operating budget for the Company, together with the schedule and budget for the development of the initial project infrastructure allocable to the Real Property shall be jointly prepared by the Members and approved by Unanimous Consent. Thereafter, the Operations Manager shall prepare and formulate a proposed annual budget for the Company for each fiscal year following acquisition of the Real Property, setting forth estimated revenues and expenses, capital expenditures, reserves, contingencies, and loans contemplated, if any (the "Proposed Budget'). The Proposed Budget shall be submitted to the Members for review not later than thirty (30) calendar days prior to the first day of the fiscal year covered by such Proposed Budget. The Members shall meet to discuss the Proposed Budget with Operations Manager, which meeting may occur telephonically or via other electronic means.If the Proposed Budget is not approved by Unanimous Consent prior to the commencement of a fiscal year, then, until an annual budget is approved by Majority Consent, the Company shall be operated in accordance with the most recently approved annual budget,with the following modifications: (a)real estate taxes, insurance premiums and similar items shall be increased or decreased to reflect known changes in the costs for such items; (b) the most recent Approved Budget shall also be adjusted to reflect any other liabilities of the Company that have been approved by the Members in accordance with this Agreement; and (c) all extraordinary and non-recurring capital expenditures which were part of the Approved Budget and actually expended shall be deleted. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL, LLC-2 4866-8465-3158,v.6 Approved Developer. As applicable: (a) Master Developer(or its Affiliate)as to all non- Industrial projects within the Real Property; and (b) the Adler Member (or its Affiliate) as to all Industrial projects within the Real Property, BVA Member. BVA Ten Mile West Commercial, LLC, an Idaho limited liability company, and its successors and assigns. Capital Account. The account maintained for a Member or Transferee determined in accordance with Article III. Capital Contribution. A contribution of or an obligation to contribute Property or services to the Company by or on behalf of a Member or Transferee that is described in this Agreement or otherwise in writing signed by all Members. No service or other benefit by any Person to the Company shall constitute or be deemed a Capital Contribution, unless described as a Capital Contribution in this Agreement or other written instrument signed by all Members. All agreements to contribute capital must be in writing signed by the Members. No oral, or claimed oral, agreements shall create any obligation to contribute capital to the Company or any membership or other interest of any kind or nature in the Company. Certificate. The Certificate of Organization of the Company as filed with the Secretary of State,as the same may be amended from time to time by filing authorized by Majority Consent in form and substance required by the Act with the Secretary of State. Code. The Internal Revenue Code of 1986 as amended from time to time. Company. Ten Mile West Commercial, LLC, a limited liability company formed under the Act, and any successor limited liability company. Company Liabilities. All debts,obligations and other liabilities of the Company,whether arising in contract,tort or otherwise. Company Property. The Real Property and any and all other Property owned by the Company. Contribution Account. With respect to any Member or Transferee, an amount (not less than zero) equal to the Capital Contributions of such Member or Transferee less the Distributions to such Member or Transferee. Contribution Account Excess. With respect to any Member or Transferee, an amount by which the Contribution Account of such Member or Transferee exceeds its Sharing Ratio multiplied by the total Contribution Accounts of all Members and Transferees. Conversion Election Date. Conversion Election Date has the meaning set forth in Section 3.5 of this Agreement. Converted Units. Converted Units has the meaning set forth in Section 3.5 of this Agreement. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC-3 4866-8465-3158,v.6 Defaulting Member. Defaulting Member has the meaning set forth in Section 3.5 of this Agreement. Defaulting Member Loan(s). Defaulting Member Loan(s) has the meaning set forth in Section 3.5 of this Agreement. Defaulting Member Note(s). Defaulting Member Note(s) has the meaning set forth in Section 3.5 of this Agreement. Disposition (Dispose). Any sale, assignment,transfer,exchange,mortgage,pledge,grant, hypothecation, or other transfer,absolute or as security or encumbrance(including but not limited to Dispositions by operation of law). Dissociation (Dissociate). Any action which causes a Person to cease to be a Member as described in Article X of this Agreement. Distribution (Distribute). A transfer of Property by the Company to a Member as described in Articles VI and XI. Effective Date. The Effective Date of this Agreement as specified in Section 1.3 of this Agreement. Executive Manager. The Executive Manager shall mean BV Management Services, Inc., an Idaho corporation, and any other Person(s) that succeed such Executive Manager in that capacity as may be appointed from time to time by the BVA Member, in its sole discretion. References to the Executive Manager in the singular, the Executive Managers in the plural or as it, them or other like references shall also include the plural or singular or the masculine or feminine reference as the case may be. Finished Lot. A legal lot with off-site infrastructure,stubbed utilities,and fill(if necessary to a height to avoid ground water issues completed. Industrial. Any single-floor (not including mezzanines) building greater than 30,000 square feet designed for the primary purpose of storage, distribution,manufacturing, refrigerating, or warehousing and planned for having less than thirty-five percent (35%) office use or as otherwise permitted within the existing M-E zone of the City of Meridian. Initial Capital Contributions. The Capital Contributions agreed to be made by the Initial Members as described in Article III. Initial Members. Those Persons identified on Exhibit A-1 attached hereto and made a part of this Agreement by this reference who have executed this Agreement. Lending Member(s). Lending Member(s)has the meaning set forth in Section 3.5 of this Agreement. Losses. The losses and deductions of the Company determined in accordance with accounting principles consistently applied from year to year employed under the method of OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -4 4866-8465-3158,v.6 accounting adopted by the Company and as reported separately or in the aggregate, as appropriate, on the tax return of the Company filed for federal income tax purposes. Majority Consent. Majority Consent requires that Members holding a majority of the Units entitled to vote on a particular matter either consent to or otherwise authorize such matter in writing. Transferees shall not be considered Members with Units entitled to vote for the purpose of determining Majority Consent. Managers. The Executive Manager and the Operations Manager. References to the Manager in the singular,to the Managers in the plural, or to the Manager or the Managers as him, her, it, them or other like references, shall include the singular or plural reference and/or the masculine, feminine or neuter reference as applicable. Master Developer. The Operations Manager or another Affiliate of the BVA Member selected by the BVA Member to complete the infrastructure development of the Real Property and to undertake its subdivision and development for the Primary Purpose. Member. A Person who holds Units and who also has the right to exercise the Voting Rights attributable to those Units by reason of being (i) an Initial Member, or (ii) admitted as a Member pursuant to Article VIII or Article IX. A Person may become a Member only as provided in this Agreement. Mortgage. Any mortgage, deed of trust, lien or other encumbrance on or against the Real Property, any improvements thereon or any part thereof. Operations Manager. The Operations Manager shall mean BVA Development, LLC, an Idaho limited liability company, and any other Person(s) that succeed the Operations Manager in that capacity as may be appointed from time to time by the BVA Member, in its sole discretion. References to the Operations Manager in the singular,the Operations Managers in the plural or as it, them or other like references shall also include the plural or singular or the masculine or feminine reference as the case may be. Permitted Transferee. Permitted Transferee is defined to include any Member; any Person that owns in whole or in part any Member; any Person owned in whole or in part by any Member; any Person that is under common ownership in whole or in part with any Member; and the spouse and lineal descendants of any of the foregoing, any revocable trust of which any one or more of the foregoing and/or any Member is a truster, and any trust of which any one or more of the foregoing and/or any Member is a beneficiary. Person (person). Any individual, trust or entity having the legal capacity to own a Unit and be a Member in the Company or to be a Manager of the Company. Primary Purpose. To acquire, subdivide and develop the Real Property into parcels that can be improved, sold and/or leased for various purposes consistent with the local governmental regulations applicable to the Real Property. Profits. The income and gains of the Company determined in accordance with accounting principles consistently applied from year to year employed under the method of accounting OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC- 5 4866-8465-3158,v.6 adopted by the Company and as reported separately or in the aggregate, as appropriate, on the tax return of the Company filed for federal income tax purposes. Property. Real property and personal property, tangible or intangible, including money and any legal or equitable interest in such property,but excluding services and promises to perform services in the future. Real Property. The real property being approximately seventy-five(75)acres as generally depicted on and legally described in Exhibit A-2 attached hereto and made a part of this Agreement by this reference. Regulations. Except where the context indicates otherwise, the permanent, temporary, and proposed regulations of the Department of the Treasury under the Code as such regulations may be lawfully changed from time to time. Remaining Members. In the event of Dissociation of a Member, all of the Members at the time of such Dissociation other than the Member who is Dissociated. In the event of a Member who has any potential conflict of interest or is involved in a transaction between the Member and the Company,the Members not having the potential conflict of interest or transaction. In the event of a Disposition of Units,the Members not disposing of their Units. Required Capital Contributions. Required Capital Contributions has the meaning set forth in Section 3.4 of this Agreement. Secretary of State. The Secretary of State of Idaho. Sharing Ratio. With respect to any Member or Transferee, a fraction (expressed as a percentage), the numerator of which is the total number of Units of such Member or Transferee and the denominator of which is the total number of Units of all Members and Transferees. Taxable Year. The taxable year of the Company as determined pursuant to §706 of the Code. Transferee. A Person to whom the right to receive Distributions from the Company has been transferred but who has not been admitted as a Member. A Transferee, by becoming a Transferee, shall be subject to and bound by all the obligations of this Agreement imposed on Members, including without limitation confidentiality obligations, but shall not be entitled to the rights and privileges of Members under this Agreement, including without limitation rights to receive financial information or reports from the Company or its Managers(other than information returns for tax purposes required by law) or to access, inspect or copy books and records of the Company. A Transferee is treated as a Member for the limited purposes of accounting, taxation and Distributions, whether or not specifically referred to in those sections of this Agreement dealing with such matters. The treatment of a Transferee as a Member for such limited purposes does not confer upon the Transferee any rights to vote or participate in any manner in the management of the Company. Unanimous Consent. Unanimous Consent requires that Members holding all of the Units entitled to vote on a particular matter either consent to or otherwise authorize such matter in OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC-6 4866-8465-3158,v.6 writing. Transferees shall not be considered Members with Units entitled to vote for the purpose of determining Unanimous Consent. Units. Ownership rights of a Member of the Company as further set forth in Article III. Voting Rights. The rights of a Member to vote on, consent to or authorize actions of the Company. Every Member may vote its Units on any issue subject to a vote of the Members,except the Seller's Units shall be ignored for all votes under Article VIII. A Transferee shall have no right to vote any of its Units or participate in any manner in the management of the Company. ARTICLE III UNITS, CONTRIBUTIONS AND CAPITAL ACCOUNTS 3.1. Units. Ownership rights in the Company are reflected in Units. Each Unit held by a Member has equal Voting Rights with every other Unit held by Members and in matters subject to a vote of Members has one vote. Each Unit has equal rights with every other Unit with respect to the sharing of Profits and Losses and with respect to Distributions,except as otherwise provided in this Agreement. 3.2. Disposition of Units. No Member may Dispose of Units except as provided in this Agreement, and any other Disposition of Units shall be void. Any such Disposition results in the Disposition of the rights in Profits and Losses and to Distributions and the rights in the Capital Account attributable to the Units, but no Voting Rights unless the Transferee becomes a Member in accordance with the terms and conditions of this Agreement. 3.3. Initial Capital Contributions. The description and value of the Initial Capital Contributions and the number of Units issued to each Initial Member are as set forth in the attached Exhibit A-1. 3.4. Additional Capital Contributions. If the Company's revenues and cash reserves are insufficient to pay operating expenses (including without limitation insurance, utilities, taxes and assessments) of the Company, debt obligations (including without limitation debt secured by any Company Property) of the Company, or construction or other costs of the Company included in any Approved Budget,within five(5)business days after the request of any Executive Manager, the Members shall make additional Capital Contributions sufficient for the Company to pay its operating expenses, debt obligations, construction and/or other costs when and as due ("Required Capital Contributions"), unless the Members agree otherwise by Unanimous Consent. All Members shall participate in Required Capital Contributions on a pro rata basis in accordance with their Sharing Ratios. Except as provided above, no Member shall be required to make additional Capital Contributions without such Member's written consent. The Capital Account of a contributing Member shall be adjusted to reflect any additional Capital Contribution. Additional Units may be issued to a contributing Member only with Unanimous Consent. 3.5. Member Loans. If any Member does not make a Required Capital Contribution when due (the "Defaulting Member"), one or more other Members (the "Lending Member(s)") may,but shall not be obligated to, loan to the Defaulting Member an amount equal to the Required Capital Contribution of such Member (the "Defaulting Member Loan(s)"). If more than one Lending Member makes the Defaulting Member Loan(s), the Lending Members will make the loan(s) in proportion to their Sharing Ratios unless otherwise agreed in writing by the Lending OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC-7 4866-8465-3158,v.6 Members. The funds for the Defaulting Member Loan(s) shall be delivered to the Company and credited to the Capital Account of the Defaulting Member. The Defaulting Member shall sign and deliver a promissory note to each Lending Member in the form attached hereto as Exhibit C for the portion of the Defaulting Member Loan(s) made by such Lending Member (the "Defaulting Member Note(s)"). If a Defaulting Member does not sign and deliver the Defaulting Member Note(s) as provided above, such Defaulting Member shall nevertheless be deemed to have signed the Defaulting Member Note(s) and shall be subject to the same obligations and liabilities to the Lending Member(s) as provided therein. Each Defaulting Member Note shall bear interest at the rate of twelve percent(12%)per annum compounded annually and shall be payable in full ninety (90) days after the date the Defaulting Member Loan finds are delivered by the Lending Member(s)to the Company. If the Defaulting Member does not pay the Defaulting Member Note(s) in full, including all principal and accrued interest,when due,each Lending Member thereafter shall have the option, in the Lending Member's sole discretion, to pursue collection against the Defaulting Member for default of the Defaulting Member Note payable to such Lending Member or to elect to convert the Defaulting Member Note obligation to Units of the Defaulting Member (the "Converted Units") and have the Converted Units transferred from the Defaulting Member to such Lending Member on the books and records of the Company effective as of the date written notice of such election is delivered to the Company(the"Conversion Election Date"). The Converted Units shall consist of (i) an increase in the Capital Account of the Lending Member and a decrease in the Capital Account of the Defaulting Member in each case by an amount equal to the amount of the applicable Defaulting Member Note, including principal and interest, remaining unpaid on the Conversion Election Date; and(ii)an increase in the number of Units of the Lending Member and decrease in the number of Units of the Defaulting Member in an amount to be calculated as follows: Note x 2.0 x Total Number of Units Outstanding = Number of Converted Capital Units (rounded to the nearest hundredth Unit) For purposes of the foregoing calculation, "Note" equals the amount of the applicable Defaulting Member Note, including principal and interest,remaining unpaid on the Conversion Election Date, and "Capital"means the sum of the Capital Accounts of all Members on the Conversion Election Date. For example, if the Note were equal to $100,000.00, the Capital were equal to $4,000,000.00, and there were 100 total Units outstanding, then the number of Converted Units would be calculated as follows: 100,000 x 2.0 x 100 Units = 5.00 Converted Units 4,000,000 Assuming the Lending Member and the Defaulting Member on the Conversion Election Date each owned 50 Units, this would result in the Defaulting Member owning 45 Units (50 Units — 5 Converted Units = 45 Units) and the Lending Member owning 55 Units (50 Units + 5 Converted Units = 55 Units). If the number of Converted Units were 50 Units instead of 5 Units under this example,then the Defaulting Member would no longer have any interest in the Company and the Lending Member would own 100 Units. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC - 8 4866-8465-3158,v.6 3.6. Capital Accounts. The Company shall establish and maintain a Capital Account for each Member and Transferee. Each Member's Capital Account shall be increased by (1) the amount of any money actually contributed by the Member to the capital of the Company, (2) the fair market value at the time of contribution of any Property contributed by the Member (net of °liabilities assumed by the Company or subject to which the Company takes such Property, within the meaning of §752 of the Code), and (3) the Member's share of Profits and of any separately allocated items of income or gain except adjustments required by the Code (including any gain and income from unrealized income with respect to accounts receivable allocated to the Member to reflect the difference between the book value and tax basis of assets contributed by the Member). Each Member's Capital Account shall be decreased by (1) the amount of any money Distributed to the Member by the Company,(2)the fair market value at the time of Distribution of any Property Distributed to the Member (net of liabilities of the Company assumed by the Member or subject to which the Member takes such Property within the meaning of§752 of the Code), and (3) the Member's share of Losses and of any separately allocated items of deduction or loss (including any loss or deduction allocated to the Member to reflect the difference between the book value and tax basis of assets contributed by the Member). 3.7. Distribution of Property. If the Company at any time Distributes any Company Property in-kind to any Member,the Capital Account of each Member shall be adjusted to account for that Member's allocable share (as determined under Article VI) of the Profits or Losses that would have been realized by the Company had it sold the Property that was Distributed at its fair market value immediately prior to its Distribution. ARTICLE IV ACCOUNTING AND RECORDS 4.1. Records to be Maintained. The Company's books and records shall be maintained by or under the direction of the Executive Manager at the designated office of the Company or such other place as the Executive Manager shall determine. Each Member shall at all times have reasonable access to and may inspect and copy, at the Member's expense, the books and records of the Company. The Company shall maintain books and records which properly reflect all financial transactions made by the Company, and such other records as the Executive Manager or Members, by Majority Consent, may direct. 4.2. Reports to Members. All Members shall be entitled to receive financial reports on the Company at least annually. All Members shall be provided with those information returns required by law. The furnishing of such financial reports and information returns shall be deemed to satisfy the obligations of the Company and its Members and Managers to furnish to each Member and/or Manager the information required by the Act. The Company shall: (a) within seventy five(75) days after the close of each fiscal year of the Company, cause to be prepared and submitted to each Member(1) a balance sheet and income statement for the preceding fiscal year of the Company (or portion thereof) in conformity with the Company's standard accounting practices consistently applied, and (2) a statement showing the Capital Account of each Member as of the close of the fiscal year, and the distributions, if any, made to the Members during the fiscal year; and (b) by the applicable government deadlines, cause to be prepared and filed all federal, state and local tax returns as required by law and, no later than five (5) days thereafter, provide to the Members a copy of the Company's federal income tax return with all schedules OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL, LLC-9 4866-8465-3158,v.6 - (including IC-1s) as well as all information necessary for them to complete federal and state tax returns. ARTICLE V RIGHTS AND DUTIES OF MANAGERS AND MEMBERS 5.1. Management. The business and affairs of the Company shall be managed by the Managers. The Members agree that only the Managers shall have responsibility for the management of the Company, and no Member or Affiliate or any shareholder, director, officer, manager, member, employee, agent or other representative of any Manager, Member or Affiliate shall have any responsibility or liability for the management of the Company or any acts or omissions of any Manager relating to the management of the Company or any other matter. 5.2. Authority of Executive Manager. Except for situations in which Majority Consent or Unanimous Consent is expressly required by this Agreement or by non-waivable provisions of applicable law,the Executive Manager shall have full and complete authority,power and discretion to manage and control the business, affairs and properties of the Company,to make all decisions regarding those matters, and to perform any other acts and activities customary or incident to the management of the Company's business. The fact that a Manager or a Member is directly or indirectly affiliated or connected with a Person shall not prohibit the Executive Manager from dealing with that Person. Without limiting the generality of the forgoing, the Executive Manager shall have power and authority, on behalf of the Company: 5.2.1. To acquire property from any Person as the Executive Manager may determine, and to purchase liability, property and other insurance to protect the Company and Company Property. 5.2.2. To sell or otherwise dispose of the Company's assets in the ordinary course of the Company's business, and with Majority Consent to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan. 5.2.3. To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments. 5.2.4. To borrow money for the Company from banks, other lending institutions, any Manager, any Member or any Affiliate on such terms as the Executive Manager deems appropriate, and in connection therewith,to hypothecate, encumber and grant liens on and security interests in any or all Company Property to secure repayment of the borrowed sums. 5.2.5. To execute all instruments and documents, including but not limited to checks, drafts, notes and other negotiable instruments; mortgages, deeds of trust, security agreements and financing statements; documents providing for the acquisition, disposition and lease of Company Property; partnership agreements and operating agreements of other entities; and any other instruments or documents,deemed necessary or advisable by the Executive Manager for the Company or its business. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL, LLC - 10 4866-8465-3158,v.6 5.2.6. To enter into any and all other agreements with any other Person for any purpose deemed necessary or advisable by the Executive Manager for the Company or its business. 5.2.7. To employ accountants, legal counsel,managing agents, or other experts to perform services for the Company and to compensate them from Company funds. 5.2.8. To do and perform all other acts as may be necessary or appropriate to the conduct of the business of the Company. 5.3. Limitations on Authority of Executive Manager. Except as otherwise provided in this Agreement, no Executive Manager shall cause or commit the Company to do any of the following without Majority Consent: 5.3.1. Purchase, sell, lease or otherwise dispose of any Company Property. 5.3.2. Incur or refinance any indebtedness for money borrowed by the Company, whether secured or unsecured and including any indebtedness for money borrowed from a Member, other than in connection with the improvement,financing and/or refinancing of the Real Property in accordance with an Approved Budget. 5.3.3. Hypothecate, encumber or grant liens on and security interests in any or all Company Property, other than in connection with the improvement, financing and/or refinancing of the Real Property in accordance with an Approved Budget. 5.4. Limited Authority of Operations Manager. The Operations Manager shall be responsible for providing all management and oversight services necessary to complete subdivision and infrastructure development of the Real Property in accordance with an Approved Budget. The Operations Manager shall prepare and deliver to the Members and the Managers such reports as the Executive Manager may request from time to time. Notwithstanding any other provision of this Agreement, no Operations Manager shall cause or commit the Company to do any of the following without Majority Consent: 5.4.1. Construct any capital improvements, repairs or alterations, except as provided in the Approved Budget. 5.4.2. Purchase, sell, lease or otherwise dispose of any Company Property. 5.4.3. Incur or refinance any indebtedness for money borrowed by the Company, whether secured or unsecured and including any indebtedness for money borrowed from a Member. 5.4.4. Hypothecate, encumber and grant liens on and security interests in any or all Company Property. 5.5. Limitations on Authority of Others. Unless authorized by this Agreement or by the Executive Manager, no Operations Manager, attorney-in-fact, employee, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable for any purpose. No Member shall have any power or authority to bind the OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC - 11 4866-8465-3158,v.6 Company unless the Member has been authorized by the Executive Manager to act as an agent of the Company in accordance with the previous sentence. 5.6. Title to and Conveyance of Company Property. Title to Company Property shall be held in the Company name. Conveyance of title to real property held in the name of the Company shall be effective only upon the execution of all documents relating thereto by the Executive Manager. 5.7. No Exclusive Duty to Company;Liability of Managers. The Managers shall not be required to manage the Company as their sole and exclusive function. The management or participation in other businesses, investments, developments or other activities by a Manager, whether or not such compete with the Primary Purpose, shall not constitute a violation or breach of the duty of loyalty or any other fiduciary duty of such Manager to the Company, any Member, any Transferee or any other Manager. Each Manager shall perform its duties as a Manager in good faith, in a manner it reasonably believes to be in the best interests of the Company, and with such care as a Person in a like position would reasonably exercise under similar circumstances. A Manager who so performs its duties as a Manager shall not have any liability to the Company,the Members or any Transferees by reason of being or having been a Manager of the Company. The Managers do not guarantee the return of the Members' or Transferees' Capital Contributions or a profit for the Members or Transferees from the operations of the Company. The Managers shall not be liable to the Company or to any Member or Transferee for any money damages sustained by the Company or any Member or Transferee, except for fraud, deceit, gross negligence, intentional misconduct toward the Company or any Member or Transferee, breach of this Agreement, or breach of the duty of loyalty as such duty has been altered or limited by this Agreement, a financial benefit received by such Manager to which such Manager is not entitled, such Manager's consent to a Distribution in violation of the Act, such Manager's intentional infliction of harm to the Company, a Member or Transferee,or such Manager's knowing violation of law or intentional violation of criminal law. 5.8. Indemnification of Managers, Employees and Other Agents. The Company shall indemnify and hold harmless the Managers for and from any liability, whether civil or criminal, and any loss, damage, or expense, including reasonable attorney fees, incurred in connection with the ordinary and proper conduct of the Company's business and the preservation of its business and property, or by reason of the fact that such Person is or was a Manager, if the Manager to be indemnified (i) acted in good faith and in a manner such Manager believed to be consistent with the provisions of this Agreement; and (ii) with respect to any criminal action or proceeding, the Manager to be indemnified had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that indemnification is not available hereunder. The obligation of the Company to indemnify any Manager hereunder shall be satisfied out of Company assets only, and if the assets of the Company are insufficient to satisfy its obligation to indemnify any Manager, such Manager shall not be entitled to contribution from any Member. The Company shall indemnify each of its employees and other agents who is not a Manager to the fullest extent permitted by law, provided that such indemnification in any given situation is authorized by Majority Consent. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC - 12 4866-8465-3158,v,6 5.9. Compensation of Managers. No Manager shall be entitled to a salary or any other compensation for performing services for the Company except as expressly set forth in this Agreement or an Approved Budget. 5.10. Removal. Any Manager may be removed at any time with or without cause by Unanimous Consent. The Operations Manager may be removed at any time with or without cause by the BVA Member. 5.11. Vacancies. Any vacancy occurring for any reason in the Managers of the Company shall be filled by a Person appointed by the Member(s) having the right to appoint such Manager pursuant to Article II. Any position to be filled by reason of an increase in the number of Managers shall be filled by Unanimous Consent. 5.12. Liability of Members. The Company Liabilities are solely the debts, obligations and liabilities of the Company, and do not become the debts,obligations or liabilities of a Member solely by reason of the Member acting as a Member. The failure of the Company to observe any particular formalities relating to the exercise of its powers or management of its activities under this Agreement or the Act shall not be grounds for imposing liability on the Members for any Company Liabilities. No Member shall be liable or responsible for the acts or decisions of the Managers, whether or not authorized by this Agreement. The parties agree that any act, business or transaction engaged in by any Member that is authorized or permitted by, or otherwise complies with, the provisions of this Agreement, shall not violate any fiduciary duty or contractual obligation of good faith and fair dealing of such Member. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not be construed as creating a deficit restoration obligation. 5.13. Indemnification of Members. The Company shall indemnify the Members, and their agents for all costs, losses, liabilities, and damages paid or accrued by them in connection with the business of the Company,to the fullest extent provided or allowed by the laws of the State of Idaho. 5.14. No Compensation or Reimbursements to Members. No Member is entitled to a salary or any other compensation for performing services for the Company except as expressly set forth in this Agreement or an Approved Budget. No Member may incur fees or expenses on behalf of the Company. If any Member incurs management or other fees and expenses incident to its membership in the Company (including but not limited to fees and expenses that may be ordinary and necessary in the operation of the Company), such Member shall be personally responsible for the payment of such fees and expenses without reimbursement by the Company. 5.15. Duties of Members. A Member does not have any fiduciary duty to the Company or to any other Member solely by reason of being a Member. No conduct described in Section 5.16 or 5.17 or otherwise permitted by this Agreement or the Act shall constitute a breach of any duty of loyalty,care,good faith and fair dealing or any other fiduciary duty to the Company or any Member. No Member shall be required to devote full time to the affairs of the Company but each Member shall devote whatever time, effort and skill may be necessary for the efficient and successful conduct of the Company's business. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC- 13 4866-8465-3158,v.6 5.16. Outside Activities of Members or Managers. Except as otherwise set forth in this Agreement, any Member or Manager may engage in or possess an interest in other business ventures of every nature and description independently or with others, including but not limited to the ownership of an investment in stock, securities,real estate and other investment properties and activities that may compete directly with the Company, and neither the Company nor the other Members or Managers shall have any right by virtue of this Agreement in and to such independent ventures or to the income or profits derived therefrom. 5.17. Conflicts of Interest. A Member or Manager shall be entitled to enter into transactions that may be considered to be competitive with, or a business opportunity that may be beneficial to, the Company. A Member or Manager does not violate a duty or obligation to the Company merely because the Member's or Manager's conduct furthers the Member's or Manager's own interest. A Member or Manager may lend money to and transact other business with the Company. The rights and obligations of a Member or Manager who lends money to or transacts business with the Company are the same as those of a Person who is not a Member or Manager,subject to other applicable law. No act or transaction by a Member or Manager with the Company shall constitute a breach of the duty of loyalty or any other fiduciary duty of such Member or Manager to the Company or any other Member,Transferee or Manager or be voidable solely because a Member or Manager has a direct or indirect interest in the act or transaction, if either (i) the act or transaction is fair to the Company or (ii) after full disclosure of all material facts, the act or transaction is authorized or ratified by Majority Consent. A Member acting in the capacity of creditor to the Company shall be treated as other creditors of the Company who are not Members to the fullest extent permitted by law. 5.18. Representations and Warranties. Each Member hereby represents and warrants to the Company and each other Member that: (a) the Member is acquiring its interest in the Company for the Member's own account as an investment and without an intent to distribute the interest; (b)the Member acknowledges that the Units have not been registered under the Securities Act of 1933 or any state securities laws, and may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements. 5.19. Confidentiality. Each Member and Manager agrees to keep confidential and not disclose to any individual or entity any business, property, financial or other information relating to the Real Property, the Company, its Members, Transferees or Managers, except as may be reasonably necessary to conduct the Company's business in the ordinary course or as may be authorized by Majority Consent. 5.20. Certification. The Executive Manager is hereby authorized to certify as correct and complete and deliver, as the Executive Manager determines in its sole discretion, copies of this Agreement and any amendments hereto to creditors and other third parties. 5.21. Statement of Authority. The Executive Manager is hereby authorized to sign and file with the Secretary of State, as the Executive Manager determines in its sole discretion, one or more statements of authority to identify the Managers or Manager who has authority to sign documents and take actions on behalf of the Company and to include in such statement(s) of authority such other information as the Executive Manager deems advisable or appropriate in accordance with the Act. The Executive Manager also may elect, in its sole discretion,to file with OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC - 14 4866-8465-3158,v.6 the Secretary of State amendments and cancellations of statements of authority in accordance with the Act. 5.22. Alteration,Limitation and Elimination of Duties and Liabilities. It is the intent and agreement of the Members, for themselves and on behalf of the Company, and the Managers that,except as expressly provided in this Agreement,the duty of loyalty,the duty of care, and other fiduciary duties that may be applicable to the Members or Managers are by this Agreement eliminated and/or limited to the fullest extent provided by law. 5.22.L The parties agree that the Members' and Managers' compliance with the provisions of this Agreement shall satisfy and constitute compliance by such Members and Managers with all their fiduciary duties and obligations of good faith and fair dealing. 5.22.2. For purposes of the duty of loyalty and any other applicable fiduciary duties,no act, decision,business or transaction other than an act, decision, business or transaction directly applicable to the Primary Purpose may constitute a Company opportunity. 5.22.3. No act, decision, business or transaction by a Member or Manager authorized or permitted by this Agreement shall constitute a breach of any duty, fiduciary or otherwise, of such Member or Manager or constitute an oppressive or harmful act, under the Act or otherwise in law or in equity, to any other Member, Transferee or Manager. 5.22.4. The parties agree that, except as expressly provided in this Agreement, the duty of care of each Member and Manager is hereby eliminated. 5.22.5. The parties agree that no Member or Manager shall have any liability to the Company or its Members or Transferees for money damages, except for: (1)breach of the duty of loyalty as altered and limited by this Agreement; (2) a financial benefit received by the Member or Manager to which the Member or Manager is not entitled; (3) the consent to or receipt of a Distribution in violation of the Act; (4)intentional infliction of harm on the Company or a Member; or(5) an intentional violation of criminal law. 5.22.6. The Members, for themselves and on behalf of the Company, and the Managers agree that the alteration, limitation and/or elimination of fiduciary duties and liabilities of Members and Managers as provided in this section and otherwise in this Agreement are not manifestly unreasonable but rather constitute consideration and conditions to their entering into and becoming parties to this Agreement. 5.23. Loan Indemnity. The Company may obtain one or more loans in connection with the acquisition and/or improvement of Real Property("Loan(s)"). All Loans shall be made to the Company and may be secured by the Real Property and/or guaranteed by the Members and/or their Affiliates (collectively, the "Indemnitees"). The Company and the Members shall indemnify, defend and hold harmless the Indemnitees for, from and against any and all claims, actions, suits, liabilities, damages, penalties, fines and costs, including but not limited to attorneys' fees and costs,(i)that may be brought against any such Indemnitee in connection with any Loan or that any such Indemnitee may incur or pay by way of settlement,judgment or otherwise in connection with any Loan, or (ii) that may be brought against any such Indemnitee in connection with any other debts, liabilities or obligations of the Company now or in the future guaranteed or paid by such OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC - 15 4866-8465-3158,v.6 Indemnitee or that any such Indemnitee may incur or pay by way of settlement, judgment or otherwise in connection with any such debts, liabilities or obligations. If any claim, action or suit alleging such liabilities, damages, penalties or fines is brought against any such Indemnitee, the Company shall defend the same at its expense by counsel reasonably satisfactory to such Indemnitee. The Company's liability under this subsection is primary and unlimited. In the event any liability or obligation covered by this subsection is not fully paid by the Company, the Members' liability under this subsection is limited in proportion to their Sharing Ratios. If required by the maker of the Loan as a condition of making the Loan, each Member shall, or shall cause an Affiliate designated by the Member ("Designating Member"), that is acceptable to the maker of the Loan and that is acceptable to the other Members (each a "Non-Designating Member"), to guarantee the Company's obligations under the Loan in proportion to their Sharing Ratios. A Non-Designating Member may condition its approval of a guaranteeing Affiliate upon the Designating Member demonstrating that the Affiliate has a net worth that is the greater of(a) at least four times the amount of the guarantee or (b) at least $20 Million. The foregoing to the contrary notwithstanding, the indemnity, defense and hold harmless obligations in this Section shall not apply to any claims, actions, suits, liabilities, damages, penalties, fines, or costs arising out of or in connection with the Indemnitee Member's or its Affiliate's misrepresentation, fraud or other misconduct. 5.24 Development of the Real Property. The Operations Manager shall have the authority,power and discretion to enter into a development agreement between the Company and the Master Developer and shall cause the Master Developer to complete subdivision and infrastructure development of the Real Property in accordance with an Approved Budget. The Master Developer shall be the exclusive developer for all infrastructure within the Real Property. The Adler Member shall be the exclusive developer for Industrial uses within the Real Property, which are anticipated to be approximately 35%of the area of the Real Property,within that portion of the Real Property that is presently zoned M-E by the City of Meridian,which permits a variety of light industrial, flex, office, and commercial uses. 5.24.1. The Company shall pay to the Master Developer a development fee (the "Development Fee") in an amount equal to five percent(5%) of all Hard Costs in connection with the development by Master Developer of the subdivision and infrastructure development of the Real Property in accordance with an Approved Budget. The Development Fee shall be paid to the Master Developer in installments simultaneously with and in an amount equal to five percent(5%) of each disbursement of funds for the payment of Hard Costs. The term "Hard Costs"shall mean all direct out-of-pocket costs and expenses for materials and labor actually paid by the Company in connection with such work; provided, however, that such Hard Costs shall not include any of the following: (a) the cost of the land, (b) the Development Fee or any other fee or commission payable to the Master Developer; (c)fees paid to any governmental or quasi-governmental agency unless incurred in connection with entitling the project; (d) brokerage or leasing fees or any commissions paid to any third party; (e) any and all wages, salaries, compensation and other benefits paid or payable to any person or entity who performs construction,management or leasing services on behalf of the Company; and (f) the cost of any personal property or trade fixtures acquired or leased. 5.24.2. The Company shall also pay to the Master Developer a disposition fee (the "Disposition Fee") in an amount equal to one percent (1%) of the gross sale price of all vacant land (with no improvements or only infrastructure improvements) sold at any time. The OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL, LLC - 16 4866-8465-3158,v.6 Disposition Fee is payable to the Master Developer at the closing from the proceeds of each such sale, whether the sale is to a non-Affiliate or an Affiliate of any Member and in addition to any broker and other commissions payable in connection with any such sale. 5.24.3. If any Approved Developer brings an opportunity to the Company for development of a portion of the Real Property and conducts the development work, the Company shall pay to such Approved Developer (i) a development fee in an amount equal to five percent (5°/o) of all Hard Costs in connection with such development project, and (ii) a leasing fee in an amount up to four percent(4%) of the total base rent for the first ten (10) years of the initial term (less any abated rent, concessions,etc.)of any lease of such project;provided,however,that unless approved by Majority Consent (i)total leasing fees and commissions shall not exceed six percent (6%) of the total base rent for the first ten (10) years of the initial term (less any abated rent, concessions, etc.) of any lease of such project, and (ii) leasing fees paid to any one Member on such project may not exceed $500,000.00. 5.24.4. If a development project is transferred to a single-purpose entity owned by the Members(an"SPE")and any Approved Developer conducts the development work,then upon sale of such project by the SPE, the SPE shall pay to such Approved Developer a disposition fee in an amount equal to one-half percent (0.5%) of the gross sale price of such project; provided, however, that such disposition fee shall not be less than $25,000.00 or more than $150,000.00. The obligation to pay such disposition fee shall be set forth in the operating agreement of the SPE. In the event such obligation is inadvertently not set forth in the operating agreement of the SPE, the Members hereby agree that it will nevertheless be an obligation of the SPE, and each Member hereby guarantees the payment of a portion of such obligation equal to such disposition fee multiplied by such Member's Sharing Ratio. 5.24.5. The parties acknowledge that pursuant to a separate agreement, Adler Member and its Affiliates are prohibited from commencing the construction of(i) a warehouse industrial project on the Real Property for one (1)year from the date the Real Property is acquired and (ii)a flex industrial project for two (2) years from the date the Real Property is acquired. 5.25 Other Disposition or Development of the Real Property. 5.25.1. Except as otherwise provided in this Agreement, any Disposition or development of all or a portion of the Real Property must be approved by Unanimous Consent. Any Members consenting to a proposed Disposition or development of all or a portion of the Real Property are referred to in this Agreement as the "Consenting Members". Any Member not consenting to a proposed Disposition or development of all or a portion of the Real Property is referred to in this Agreement as the "Non-Consenting Member". The term "Applicable Land Value" shall mean $7.00 per square foot for a Finished Lot for Industrial uses and $10.00 per square foot for a Finished Lot for non-Industrial uses. On each anniversary of the Effective Date (each an"Adjustment Date"),the Applicable Land Value shall be adjusted based on the percentage change in the CPI on the Adjustment Date from the CPI on the Effective Date. The"CPI"means the Consumer Price Index published by the Bureau of Labor Statistics of the United States Department of Labor for All Urban Consumers, U.S. City Average, All Items, Base Period of 1982-1984=100. The adjustment to the Applicable Land Value shall be calculated by creating a fraction,the numerator of which is the CPI on the Adjustment Date and the denominator of which is the CPI on the Effective Date. This fraction shall be multiplied by the Applicable Land Value OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL, LLC - 17 4866-8465-3158,v.6 on the Effective Date to determine the Applicable Land Value on the Adjustment Date; provided, however, that the Applicable Land Value on any Adjustment Date shall not decrease below the Applicable Land Value on the Effective Date. 5.25.2. Any Member may propose to the Company detailed terms and conditions, including but not limited to the proposed land value, for the Disposition of a portion of the Real Property to a single-purpose entity owned by the Members (an "SPE Proposal"). If an SPE Proposal is not approved by Unanimous Consent but is approved by Majority Consent, then the Consenting Members may, by written notice to the other Member within ten (10) days thereafter, elect to have the Company Distribute(i) such land to the Consenting Members and (ii)cash to the Non-Consenting Member equal to the Applicable Land Value divided by the total Sharing Ratios of the Consenting Members multiplied by the Sharing Ratio of the Non-Consenting Member. 5.25.3. Any Member may propose to the Company detailed terms and conditions, including but not limited to the proposed land value, for the Disposition of a portion of the Real Property to a non-Affiliate (a "Non-Affiliate Proposal'). If a Non-Affiliate Proposal is not approved by Unanimous Consent but is approved by Majority Consent,then the Non-Consenting Member may, by written notice to the other Members within ten (10) days thereafter, elect to purchase such land on the terms and conditions of such Non-Affiliate Proposal. 5.25.4. Any Member may propose to the Company detailed terms and conditions, including but not limited to the proposed land value, for the Disposition of a portion of the Real Property to an Affiliate of such Member(an "Affiliate Proposal'). If an Affiliate Proposal is not approved by Unanimous Consent but is approved by Majority Consent, then the Non-Consenting Member may, by written notice to the other Members within ten (10) days thereafter, make an offer stating detailed terms and conditions, including but not limited to the proposed land value, for the purchase of such land (an"Offer). If the Consenting Members do not approve such Offer within ten (10) days after receipt thereof,then the Consenting Members shall purchase such land on the terms and conditions of such Offer. 5.25.5. Any Approved Developer may propose to the Company detailed terms and conditions, including but not limited to the proposed land value, all construction costs, and any leasing terms for a development for which such Approved Developer has an exclusive right to develop (a"Development Proposal'). If a Development Proposal is not approved by Unanimous Consent but is approved by Majority Consent, then the Consenting Members may, by written notice to the other Member within ten (10) days thereafter, elect to have the Company Distribute (i)such land to the Consenting Members and (ii)cash to the Non-Consenting Member equal to the Applicable Land Value divided by the total Sharing Ratios of the Consenting Members multiplied by the Sharing Ratio of the Non-Consenting Member. 5.25.6 No Member or Approved Developer may utilize the Disposition or development functions set forth in this Section 5.25 to either (i) circumvent any exclusive development rights provided to a Non-Consenting Member under this Agreement, or (ii) to give any Approved Developer exclusive control over the development of any portion of the Real Property. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC- 18 4866-8465-3158,v.6 ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS 6.1. Allocations of Profits and Losses from Operations. Except as may be required solely for tax purposes by §704(c) of the Code, all Profits,Losses and other items of income,gain, loss, deduction and credit shall be allocated to the Members in proportion to their Sharing Ratios. 6.2. Distributions. Each year the Company shall Distribute cash in an amount reasonably determined by the Executive Manager in the following order of priority: 6.2.1. to any Members having a Contribution Account Excess, pro rata based on their respective Contribution Accounts, in payment of a cumulative preferred return of six and one-half percent(6.51/o)per annum on each Member's Contribution Account Excess; 6.2.2. to any Members having a Contribution Account Excess, pro rata based on their respective Contribution Accounts, until each Member's Contribution Account Excess has been reduced to zero; 6.2.3. to the Members,pro rata in accordance with their positive Capital Accounts taking into account all Capital Account adjustments for the Company's current Taxable Year,until each Member's Capital Account has been reduced to zero; and 6.2.4. to the Members in accordance with their Sharing Ratios. 6.3. Limitations on Distributions. No Distribution shall be declared and paid if, after the Distribution is made, (1) the Company would not be able to pay its debts as they become due in the ordinary course of the Company's activities or(2)the Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved, wound up and terminated at the time of the Distribution, to satisfy the preferential rights upon dissolution, winding up and termination of Members whose preferential rights are superior to those of persons receiving the Distribution. ARTICLE VII TAXES 7.1. Elections. The Executive Managermay make any tax elections for the Company allowed under the Code or the tax laws of any state, local or foreign government that collects tax, interest or penalties,however designated, on any Member's share of the income or gain attributable to the Company("Taxing Jurisdiction"). The Company shall be taxed as a partnership. 7.2. Taxes of Taxing Jurisdictions. 7.2.1. To the extent required by the laws of any Taxing Jurisdiction, each Member and Transferee (or such Members or Transferees as may be required by the Taxing Jurisdiction) will submit an agreement indicating that the Member or Transferee will make timely income tax payments to the Taxing Jurisdiction and that the Member or Transferee accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member's or Transferee's income, and interest, and penalties assessed on such income. If a Member or Transferee fails to provide such agreement, the Company may withhold and pay over OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL, LLC - 19 4866-8465-3158,v.6 to such Taxing Jurisdiction the amount of tax, penalty and interest determined under the laws of the Taxing Jurisdiction with respect to such Member or Transferee and such Member's or Transferee's income. Any such payments with respect to the income of a Member or Transferee shall be treated as a Distribution for purposes of Article VI. 7.2.2. The Members may,where permitted by the rules of any Taxing Jurisdiction, file a composite, combined or aggregate tax return reflecting the income of the Company and pay the tax, interest and penalties of some or all of the Members on such income to the Taxing Jurisdiction, in which case the Company shall inform the Members of the amount of such tax, interest and penalties so paid. 7.3. Partnership Representative. The BVA Member shall be the "partnership representative" of the Company pursuant to §6223(a) of the Code, as amended by the Bipartisan Budget Act of 2015. The partnership representative is authorized and required to represent the Company (at the Company's expense) in connection with all examinations of the Company's affairs by taxing authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. Each Member agrees that such Member will not independently act with respect to tax audits or tax litigation of the Company, unless previously authorized to do so in writing by the partnership representative. The partnership representative may not take any action contemplated by §6222 through §6231 of the Code without Majority Consent. Furthermore, the Members shall provide the partnership representative with any documentation that may be required as part of a tax examination or audit. The obligations of the Members in this Section 7.3 shall also apply to former Members who were Members of the Company during the tax year that is being examined or audited. 7.4. Method of Accounting. The records of the Company shall be maintained on the method of accounting determined by the Executive Manager. ARTICLE VIII DISPOSITION OF UNITS 8.1. Restrictions on Disposition. Except as permitted in this Article VIII or by Unanimous Consent,no Member may Dispose of Units in the Company including but not limited to any indirect Disposition resulting from the Disposition of the ownership or control of any Member. Any Member may transfer all but not some of its Units in the Company by gift or otherwise to or for the benefit of a single Permitted Transferee. In such case, the Permitted Transferee shall be admitted to the Company as a Member and shall receive and hold such Units subject to the terms and obligations of this Agreement. 8.2. Disposition by Sale. 8.2.1. Any Member desiring to sell any Units in the Company other than to or for the benefit of a single Permitted Transferee shall give written notice to the Company and the other Members of an intention to sell the Member's Units. Such notice shall contain an offer to sell the Units in accordance with the terms and conditions of any bona fide offer which such Member shall have received for the purchase of such Units. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -20 4866-8465-3158,v.6 8.2.2. The Company shall have the option for a period of thirty (30) days (the "Company Option Period") from the date of receipt of the notice under Section 8.2.1 above to purchase or redeem all the Units so offered. If the option is not exercised within the Company Option Period as to all the Units so offered, the Members shall have the option for a period of thirty (30) days commencing with the end of the Company Option Period to purchase all the remaining Units so offered (the"Member Option Period"). The options may not be exercised on only a portion of the Units offered for sale. In order to be validly exercised, the options together must be exercised on all of the Units offered for sale. If the above options are not exercised as to all the Units so offered, the selling Member may sell the Units pursuant to the terms of the bona fide offer within thirty(30)days of the expiration of the Member Option Period, and the purchaser of such Units shall be admitted to the Company as a Member and shall hold such Units subject to the terms and obligations of this Agreement. If such sale is not completed within that time, no subsequent sale shall be made without first offering the Units to the Company and the other Members as provided herein. 8.2.3. The purchase price and terms of payment for all Units purchased or redeemed by the Company and/or the Members under this Section 8.2 shall be the same as those set forth in the bona fide offer. 8.3. Disposition upon Death. 8.3.1. If a Member's Units are not transferred to or for the benefit of a single Permitted Transferee upon the death of a Member, within one hundred twenty (120) days after such death the Member's estate or the Member's successors in interest(referred to as the "Seller") shall give written notice to the Company and the other Members of an offer to sell all of the Units owned by the Seller. 8.3.2. The Company shall have the option for a period of thirty (30) days (the "Company Option Period") from the date of receipt of the notice under Section 8.3.1 above to purchase or redeem all the Units so offered. If the option is not exercised within the Company Option Period as to all the Units so offered, the Members shall have the option for a period of thirty (30) days commencing with the end of the Company Option Period to purchase all the remaining Units so offered (the "Member Option Period"). The options may not be exercised on only a portion of the Units offered for sale. In order to be validly exercised, the options together must be exercised on all of the Units offered for sale. If the above options are not exercised as to all of the Units so offered, the deceased Member's Units shall be transferred pursuant to such deceased Member's applicable Last Will and Testament or trust or, if the Member has no applicable Last Will and Testament or trust, by the laws of intestacy to such Member's heirs, and the transferee of such Units shall be admitted to the Company as a Member and shall hold such Units subject to the terms and obligations of this Agreement. 8.3.3. The purchase price and terms of payment for all Units purchased or redeemed by the Company and/or the Members under this Section 8.3 shall be determined in accordance with Section 8.6. 8.4. Withdrawal of a Member. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -21 4866-8465-3158,v.6 8.4.1. If a Member wishes to withdraw from the Company, the Member or the Member's successors in interest (referred to as the "Seller") shall give written notice to the Company and the other Members of an offer to sell all of the Units owned by the Seller. 8.4.2. The Company shall have the option for a period of thirty (30) days (the "Company Option Period") from the date of receipt of the notice under Section 8.4.1 above to purchase or redeem all the Units so offered. If the option is not exercised within the Company Option Period as to all the Units so offered, the Members shall have the option for a period of thirty (30) days commencing with the end of the Company Option Period to purchase all the remaining Units so offered (the "Member Option Period"). The options may not be exercised on only a portion of the Units offered for sale. In order to be validly exercised, the options together must be exercised on all of the Units offered for sale. If the above options are not exercised as to all of the Units so offered,the Member shall not be entitled to withdraw from the Company. 8.4.3. The purchase price and terms of payment for all Units purchased or redeemed by the Company and/or the Members under this Section 8.4 shall be determined in accordance with Section 8.6. 8.5. Other Dispositions. 8.5.1. Upon any anticipated transfer of the Units of any Member or Transferee that is not covered by the provisions of Section 8.1, 8.2;8.3 or 8.4, including but not limited to any transfer pursuant to a voluntary or involuntary bankruptcy proceeding,the Member or Transferee or the Member's or Transferee's successors in interest (referred to as the "Seller") shall give written notice to the Company and the Members of an offer to sell all of the Units owned by the Seller. A Seller must offer to sell all,not part, of its Units. 8.5.2. The Company shall have the option for a period of thirty (30) days (the "Company Option Period") from the date of receipt of the notice under Section 8.5.1 above to purchase or redeem all the Units so offered. If the option is not exercised within the Company Option Period as to all the Units so offered, the Members shall have the option for a period of thirty (30) days commencing with the end of the Company Option Period to purchase all the remaining Units so offered (the "Member Option Period"). The options may not be exercised on only a portion of the Units offered for sale. In order to be validly exercised, the options together must be exercised on all of the Units offered for sale. If the above options are not exercised as to all of the Units so offered, the Seller may transfer the Units pursuant to the terms and conditions contained in the notice under Section 8.5.1 within thirty(30)days of the expiration of the Member Option Period. If such transfer is not completed within that time,no such subsequent transfer shall be made without first offering the Units to the Company and to the Members as provided herein. Any transferee (other than a Member) of any such Units shall have all rights of a Transferee but shall not become a Member unless admitted to the Company as a Member in accordance with Article IX. 8.5.3. The purchase price and terms of payment for all Units purchased or redeemed by the Company and/or the Members under this Section 8.5 shall be determined in accordance with Section 8.6. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -22 4866-8465-3158,v.6 8.6. Terms of Purchase. 8.6.1. If the Company and/or the Members (the "Purchaser")purchase or redeem Units under Section 8.3, 8.4 or 8.5, except as otherwise agreed in a written instrument signed by the Purchaser and the Seller, the purchase or redemption of the Units shall be on the terms and conditions set forth below. 8.6.2. The Company Property shall be appraised. If the Purchaser and the Seller cannot agree on an appraiser, they shall each appoint an appraiser. If the two appraisers cannot agree upon the value of the Company Property, they shall appoint a third appraiser. If the two appraisers cannot agree upon a third appraiser, one shall be appointed by a court of competent jurisdiction. The decision of the majority of the three appraisers shall be binding on all parties. If a majority of the three appraisers cannot agree upon the value of the Company Property,then the value of the Company Property shall be the average of the three values determined by the appraisers. The costs of appraisal shall be shared equally by the Purchaser and the Seller. The purchase price for the Units shall be the amount the Seller would receive in connection with such Units if the Company (i) liquidated and received the appraised value for the Company Property, less any indebtedness on the Company property, reasonable and customary closing costs, any disposition fees required by this Agreement, and a proration of income and expenses as of the date of such closing, and (ii) Distributed the liquidation proceeds in accordance with Section 11.3 of this Agreement. 8.6.3. The closing date for any purchase or redemption of Units under the terms and conditions of this Agreement shall be not later than one hundred twenty (120) days following the effective date of the Purchaser's notice to purchase or redeem. 8.6.4. On the closing date, the Purchaser shall make a cash down payment of not less than twenty-five percent(25%) of the total purchase price. If the Purchaser shall receive the proceeds of any insurance policy on the life of a deceased Member such insurance proceeds shall be paid to the Seller, up to the purchase price of the Units. If the total amount of such insurance proceeds does not equal twenty-five percent(25%)of the total purchase price,the Purchaser shall pay sufficient additional cash to cause the down payment to equal twenty-five percent (25%) of said purchase price. The Seller shall have no claim to any proceeds in excess of the purchase price. 8.6.5. The unpaid balance of the purchase price shall bear interest at the lowest permitted applicable federal rate as of the date of closing. The balance of the purchase price and accrued interest shall be payable in three (3) equal annual installments commencing one (1) year following the date of closing and continuing on the same day of each successive year thereafter until the purchase price and all accrued interest shall be paid in full. All payments shall be applied first to accrued interest and then to reduction of principal. 8.6.6. The Purchaser may prepay principal at any time in multiples of$500.00 without penalty. Interest on such additional principal payments shall cease as of the date payment is made. Any prepayment shall be applied to the last payment(s)coming due under this Agreement and shall not excuse the necessity of making the next ensuing payment(s) on the date and in the amount as required by this Agreement. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -23 4866-8465-3158,v.6 8.6.7. The Units purchased or redeemed by the Company and/or any Member shall be pledged as security for the payment obligations hereunder. The Remaining Members shall guarantee the Company's purchase or redemption obligations. Unless the parties agree otherwise, the promissory note, security agreement and guarantee shall be in the forms attached hereto as Exhibits D-1 through D-3. 8.7. Miscellaneous. 8.7.1. Units purchased or redeemed by the Company shall have no voting or other rights while held by the Company. Units purchased by any Member shall have all voting and other rights, and said rights shall belong to the Purchaser so long as there is no default under the terms of any agreement evidencing, securing or guaranteeing the payment of the purchase price for such Units. If the Purchaser fails to cure any default within any applicable cure period, the Seller shall be entitled to exercise all rights to which said Units were entitled prior to purchase by the Purchaser. 8.7.2. So long as any part of the purchase price for Units purchased by the Company remains unpaid,the Company will not do any of the following,without the Seller's prior written approval: issue any additional Units;reorganize its capital structure;merge or consolidate with any other entity; sell any of its assets except in the ordinary course of business; incur extraordinary indebtedness; or pay salaries or other compensation in excess of that which is reasonable. So long as any part of the purchase price for such Units remains unpaid,the Seller or the Seller's legal representative shall have the right to examine the books and records of the Company and to receive copies of all accounting records and reports prepared for or on behalf of the Company; but all such information disclosed shall be confidential and the Company, in its discretion, may require the recipient of any such information to sign a confidentiality agreement in form and substance satisfactory to the Executive Manager. 8.7.3. If purchase offers from the Remaining Members specify in the aggregate more Units than are available for purchase by the Members, each Member shall have priority, up to the number of Units specified in the Member's notice,to such proportion of the available Units as the Member's Units bears to the Units of all Members electing to purchase. The Units not purchased on such a priority basis shall be allocated in one or more successive allocations to those Members electing to purchase more than the Units to which they have priority right,up to the Units specified in their respective notices, in the proportion that the Units held by each of them bears to the Units held by those Members entitled to purchase such excess Units. 8.7.4. The Company shall make an election under §754 of the Internal Revenue Code of 1986, as amended, for the year in which a Member Disposes of all its Units in the Company. 8.7.5. The parties hereby declare that it is impossible to measure in money the damages which will accrue to any party, by reason of a failure to perform any of the obligations under this Agreement and that the remedy of the Members or the Company for a breach of this Agreement is not adequate at law. Any Member, Seller, or the Company may enforce rights hereunder by injunction proceedings, proceedings for specific performance, or other equitable proceedings. Any Person (including the Company) against whom such action or proceeding is brought hereby waives the claim or defense that an adequate remedy at law exists. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -24 4866-8465-3158,v.6 8.8. Special Purchase Offer. 8.8.1. In order to prevent the injury that might occur to the Company in case of a prolonged discord between the Members, in addition to all other restrictions contained in this Agreement,one(1)or more Members(the"Offering Member(s)")may at any time after the earlier of(a)a Dispute Resolution Meeting(as defined below)or(b)expiration of the Dispute Resolution Period (as defined below) send to one (1) or more other Members (the "Other Member(s)") a special purchase notice("Special Purchase Notice"). A Special Purchase Notice is a written notice by which the Offering Member(s) offer(s) (the "Offer") to purchase all the Units of the Other Member(s) free and clear of any and all liens,pledges, security interests, encumbrances and other interests of any kind or nature (collectively "Encumbrances") on terms that shall specify the purchase price per Unit and require full payment of the purchase price in cash within six(6)months after the date of the Offer (the "Offer Terms"). For purposes of this Section 8.8, "a prolonged discord" shall mean an ongoing dispute or disagreement between the Members that is not resolved at a meeting requested by one (1) or more Members for such purpose ("Dispute Resolution Meeting"). The Members agree to cooperate to schedule and hold the Dispute Resolution Meeting at a time and place mutually agreed within one (1) month after a Member's request therefor (the "Dispute Resolution Period"). 8.8.2. The Other Member(s) shall have thirty(30) days after delivery of a Special Purchase Notice either to accept the Offer as provided in this Section 8.8.2 or to reject the Offer as provided in Section 8.8.3 below. Any Other Member may accept the Offer and agree to sell all of such Other Member's Units to the Offering Member(s)by delivering to the Offering Member(s) within thirty (30) days after delivery of a Special Purchase Notice a written acceptance of the Offer. Failure to respond to a Special Purchase Notice within thirty(30) days after delivery shall constitute such Other Member's acceptance of the Offer and agreement to sell all of such Other Member's Units in accordance with the Offer Terms. If no Other Member rejects the Offer as provided in Section 8.8.3 below, within twenty (20) days after acceptance of the Offer, whether by written acceptance or failure to respond,the Other Member(s) shall deliver to the escrow agent (the "Escrow Agent"), which shall be a bank, commercial trust company, or title insurance company identified in the Offer Terms,such documentation as the Company shall require to effect a transfer of all the Units of the Other Member(s), free and clear of all Encumbrances. Within seven (7) business days after delivery to the Escrow Agent of such documentation by the Other Member(s), or by such other deadline as may be specified in the Offer Terms but in no event later than six (6)months after the date of the Offer,the Offering Member(s)shall deliver to the Escrow Agent cash in the amount of the purchase price. The Escrow Agent shall then close the transaction, deliver the cash purchase price to the Other Member(s), and deliver the transfer documentation to the Offering Member(s)and the Company. Thereupon,the Company shall transfer the ownership of all the Units of the Other Member(s)to the Offering Member(s) upon the books and records of the Company in proportion to the Offering Members' Sharing Ratios, if more than one (1), or as otherwise provided in the Offer Terms or agreed in writing by the Offering Members. 8.8.3. One (])or more Other Members may reject the Offer and agree to purchase all the Units of the Offering Member(s)by delivering to the Offering Member(s)within thirty(30) days after delivery of a Special Offer Notice a written rejection of the Offer and agreement to purchase all the Units of the Offering Member(s) in accordance with the Offer Terms. In such event the Offer of the Offering Member(s) shall be deemed cancelled and such Other Member(s) OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -25 4866-8465-3158,v.6 shall purchase all the Units of the Offering Member(s) free and clear of all Encumbrances, including payment of the cash purchase price, the Offering Member(s) shall deliver the transfer documentation, and the transaction shall proceed to close in accordance with the timing and procedures set forth in Section 8.8.2. If there is more than one (1) Other Member that agrees to purchase all the Units of the Offering Member(s), such Other Members shall purchase such Units in proportion to their Sharing Ratios, unless they otherwise agree in writing. ARTICLE IX ADMISSION OF ADDITIONAL MEMBERS Except as otherwise provided in Article VIII, new Members shall be admitted to the Company only by Unanimous Consent, which may be granted or withheld for any reason, or no reason, in their sole and absolute discretion. ARTICLE X DISSOCIATION OF A MEMBER A Member has no power to withdraw or to request a return of capital, except as expressly provided in this Agreement. A Member has the power to Dissociate from the Company only upon Disposition of its Units pursuant to Article VIII or with Unanimous Consent. Any other Dissociation by a Member shall constitute a breach of this Agreement. A Dissociated Member who has not Disposed of its Units shall be treated as a Transferee. ARTICLE XI DISSOLUTION AND WINDING UP 11.1. Dissolution. The Company shall be dissolved and its affairs wound up in accordance with the Act or with Unanimous Consent. 11.2. Effect of Dissolution. Upon dissolution, the Company shall cease carrying on, as distinguished from the winding up of, the Company's activities, but the Company is not terminated,but continues only for purposes of winding up until the winding up of the affairs of the Company, including settling and closing the Company's activities, is completed. 11.3. Distribution of Assets on Dissolution. Upon the winding up of the Company, the Company Property shall be paid or Distributed in the following order of priority: 11.3.1. to creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of Company Liabilities; 11.3.2. to any Members having a Contribution Account Excess,pro rata based on their respective Contribution Accounts, in payment of a cumulative preferred return of six and one-half percent(6.5%)per annum on each Member's Contribution Account Excess; 11.3.3. to any Members having a Contribution Account Excess, pro rata based on their respective Contribution Accounts, until each Member's Contribution Account Excess has been reduced to zero; OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -26 4866-8465-3158,v.6 11.3.4. to the Members,pro rata in accordance with their positive Capital Accounts taking into account all Capital Account adjustments for the Company's current Taxable Year,until each Member's Capital Account has been reduced to zero; and 11.3.4.to the Members in accordance with their Sharing Ratios. Liquidation proceeds shall be paid within sixty (60) days of the end of the Company's Taxable Year or, if later, within ninety (90) days after the date of liquidation. Such Distributions shall be in cash or Property(which need not be Distributed proportionately)or partly in both,as determined by Majority Consent. 11.4. Winding Up and Certificate of Dissolution. The winding up of the Company shall be completed when all Company Liabilities have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining Property and assets of the Company have been Distributed to the Members. Upon the completion of winding up of the Company, a Statement of Dissolution in form authorized by the Act shall be delivered to the Secretary of State for filing. ARTICLE XII AMENDMENT This Agreement may be amended or modified from time to time only by a written instrument that expressly refers to this Agreement and is executed by all of the Members at the time of the amendment. An amendment to this Agreement does not need to be signed by any Transferee or Dissociated Member, but to the fullest extent permitted by the Act, the obligations of the Company and its Members and Managers to, and the rights of, Transferees and Dissociated Members shall be governed by this Agreement as amended in accordance with this Article XII. No Member, Transferee or Disassociated Member shall have any vested rights in this Agreement which may not be modified through an amendment to this Agreement. The foregoing notwithstanding, no amendment to this Agreement may amend, change or modify the rights and obligations of the Managers, or any Manager, hereunder unless the Managers or Manager whose rights and obligations are affected by such amendment signs the amendment. ARTICLE XIII MISCELLANEOUS PROVISIONS 13.1. Entire Agreement. This Agreement represents the entire agreement among all the Members and between the Members and the Company pertaining to the subject matter of this Agreement. 13.2. Income Tax Provisions. All income tax provisions on the attached Exhibit B are incorporated by reference into this Agreement. 13.3. Headings and Number. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC-27 4866-8465-3158,v.6 13.4. Construction. This Agreement is the result of negotiations between the parties, neither of whom has acted under any duress or compulsion. Accordingly,the terms and provisions hereof shall be construed in accordance with their usual and customary meanings. The parties hereby waive the application of any rule of law which otherwise would be applicable in connection with the construction of this Agreement that ambiguous or conflicting terms or provisions should be construed against the party whose attorney prepared this Agreement. 13.5. Severability. If any provision of this Agreement, or the application thereof to any Person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law. 13.6. Interpretation. If there are any inconsistencies between any provisions of this Agreement and any provisions of the Act, to the fullest extent permitted by the Act,the provisions of this Agreement shall control. 13.7. Heirs, Successors, and Assigns. Each and all of the covenants,terms,provisions, and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors, and assigns. 13.8. No Partnership Intended for Nontax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under either the Idaho Uniform Partnership Act or the Idaho Uniform Limited Partnership Act. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership,the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation. 13.9. Rights of Creditors and Third Parties under Agreement. This Agreement is entered into among the Company and the Members for the exclusive benefit of the Company, its Members, and their successors and Transferees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no creditor or third party shall have any rights under this Agreement, or any agreement between the Company and any Member, with respect to any Capital Contribution or otherwise. Agreements to contribute capital to the Company shall be enforceable only by the Company and its Members and Managers. 13.10. No Deemed or Oral Waivers. The failure of any party to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Agreement shall not prevent a subsequent act,which would have originally constituted a violation, from having the effect of an original violation, or be deemed a waiver of the same or any other covenant or condition. No waiver shall be effective against any Member or Manager unless in a writing that specifies the matter waived that is signed by such Member or Manager. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -28 4866-8465-3158,v.6 13.11. Waiver of Action for Partition. Each Member and Transferee irrevocably waives during the term of the Company any right that it may have to maintain any action for partition with respect to the Company Property, or any part thereof. 13.12. Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, equity, statute, ordinance, or otherwise. 13.13. Attorney's Fees. In the event of any litigation, arbitration or other dispute arising as a result of or relating to this Agreement, the prevailing party in any such litigation, arbitration or other dispute shall be entitled to recover from the non-prevailing party, in addition to any other damages assessed, its reasonable attorney's fees and all other costs and expenses incurred in connection with such litigation, arbitration or dispute, whether incurred with or without legal action, in preparation for or at trial, or on appeal. 13.14. Notice. Any notice required hereunder shall be effective when (i) mailed by certified mail, postage paid, addressed as follows, or (ii) when such notice is delivered to the recipient in person, or (iii) when sent by telefax to a number designated by the recipient. The addresses are as follows: Company: Ten Mile West Commercial, LLC Attention: Cortney Liddiard 2194 Snake River Parkway, Suite 300 Idaho Falls,Idaho 83402 P.O. Box 51298 Idaho Falls, Idaho 83405 Members: BVA Ten Mile West Commercial, LLC Attention: Cortney Liddiard 2194 Snake River Parkway, Suite 300 Idaho Falls,Idaho 83402 P.O. Box 51298 Idaho Falls, Idaho 83405 Al Ten Mile West LLC Attention: Legal Department 8665 W. Emerald Street, Suite 200 Boise, Idaho 83704 Executive Manager: BV Management Services, Inc. Attention: Cortney Liddiard 2194 Snake River Parkway, Suite 300 Idaho Falls, Idaho 83402 P.O. Box 51157 Idaho Falls, Idaho 83405 OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL, LLC -29 4866-8465-3158,v.6 Operations Manager: BVA Development, LLC Attention: Cortney Liddiard 2194 Snake River Parkway, Suite 300 Idaho Falls, Idaho 83402 P.O. BOX 51298 Idaho Falls, Idaho 83405 Such addresses for receiving notices may be changed by any party at any time by written notice to the other Members and the Company. 13.15. Legal Representation. Geoffrey M. Wardle ("BVA's Counsel") has represented only the BVA Member in connection with this Agreement and shall represent only the BVA Member in connection with any other work done for or on behalf of the Company. The other Members hereby acknowledge and agree that they have not been and will not be represented by BVA's Counsel and that they may elect to seek the advice of separate counsel in connection with any such matters. 13.16. Counterparts/Facsimile. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. The signature pages may be detached from each counterpart and combined into one instrument. This Agreement may be signed and delivered by facsimile(email or fax)transmission or electronic mail which shall be effective as an original. IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date set forth above. MEMBERS: BVA TEN MILE WEST COMMERCIAL, LLC By: BV Management Services, Inc., an Idaho corporation,the Executive Manager By: Corm Liddiar Oresident Al TEN MILE WEST LLC By: Al Ten Mile West Manager LLC, an Idaho limited Iiability company, its Manager By: Adler Industrial, LLC, a Delaware limited liability company, its Membe Manager By: Richard S. Gable, President OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL, LLC -30 4866-8465-3158,v.6 MANAGERS: BV MANAGEMENT SERVICES, INC. By: ' Xy Liddiard, Pre ' ent BVA DEVELOPMENT, LLC By: BV Management Services, Inc., an Idaho corporation, the Executive Manager By: ortne Liddiard, Pr ent OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL, LLC -3I 4866-8465-3158,v.6 EXHIBIT A-1 Description of Initial Capital Names and Addresses of Members Contribution Value Units BVA Ten Mile West Commercial, LLC 2194 Snake River Parkway, Suite 300 Cash $700.00 70% Idaho Falls, Idaho 83402 P.O. Box 51298 Idaho Falls, Idaho 83405 Al Ten Mile West LLC 8665 W. Emerald Street, Suite 200 Cash $300.00 30% Boise, Idaho 83704 Totals $1,000.00 100% OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL, LLC-32 4866-8465-3158,v.6 EXHIBIT A-2 REAL PROPERTY All that portion of the East half of the Southwest Quarter and the West half of the Southeast quarter of Section 15, Township 3 North Range 1 West,Boise Meridian,Ada County,Idaho,lying Northerly of the Northerly line of Interstate 80N,as shown in Judgment on Declaration of Taking recorded November 25, 1963,as Instrument No. 570841,Records of Ada County,Idaho. LESS AND EXCEPTING that portion deeded to State of Idaho,Idaho Transportation Department,by and through the Idaho Transportation Board in Warranty Deed recorded February 11,2009,as Instrument No. 109015187, Corrected by Warranty Deed recorded March 20,2009,as Instrument No. 109032092,Records of Ada County, Idaho. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -33 4866-8465-3158,v.6 EXHIBIT B INCOME TAX PROVISIONS B.I. Compliance with§704(b)of the Code. All provisions of the Agreement relating to maintenance of Capital Accounts are intended, and shall be construed,and,if necessary,modified to cause the allocations of Profits,Losses,income,gain and credit pursuant to this Agreement to have substantial economic effect under the Regulations promulgated under§704(b)of the Code,in light of the Capital Contributions and the Distributions made pursuant to this Agreement. 13.2. Definitions. The definitions that follow are part of the Agreement. Company Minimum Gain. An amount determined by first computing for each Company Nonrecourse Liability any gain the Company would realize if it disposed of the Company Property subject to that liability for no consideration other than fill satisfaction of the liability,and then aggregating the separately computed gains.The amount of Company Minimum Gain includes such minimum gain arising from a conversion, refinancing,or other change to a debt instrument,only to the extent a Member is allocated a share of that minimum gain. For any Taxable Year, the net increase or decrease in Company Minimum Gain is determined by comparing the Company Minimum Gain on the last day of the immediately preceding Taxable Year with the Minimum Gain on the last day of the current Taxable Year. Notwithstanding any provision to the contrary contained in this Agreement,Company Minimum Gain and increases and decreases in Company Minimum Gain are intended to be computed in accordance with§704 of the Code and the Regulations. A Member's share of Company Minimum Gain at the end of any Taxable Year equals:the sum of Nonrecourse Deductions allocated to that Member(and to that Member's predecessors in interest)up to that time and the Distributions made to that Member(and to that Member's predecessors in interest)up to that time of proceeds of a nonrecourse liability allocable to an increase in Company Minimum Gain minus the sum of that Member's(and that Member's predecessors'in interest)aggregate share of the net decreases in Company Minimum Gain plus their aggregate share of decreases resulting from revaluations of Company Property subject to one or more Company Nonrecourse Liabilities. Company Nonrecourse Liability. Any Company Liability to the extent that no Member or Related Person bears the economic risk of loss (as defined in§1,752-2 of the Regulations)with respect to the liability. Member Minimum Gain. An amount determined by first computing for each Member Nonrecourse Liability any gain the Company would realize if it Disposed of the Company Property subject to that liability for no consideration other than full satisfaction of the liability,and then aggregating the separately computed gains. The amount of Member Minimum Gain includes such minimum gain arising from a conversion, refinancing,or other change to a debt instrument,only to the extent a Member is allocated a share of that minimum gain. For any Taxable Year, the net increase or decrease in Member Minimum Gain is determined by comparing the Member Minimum Gain on the last day of the immediately preceding Taxable Year with the Member Minimum Gain on the last day of the current Taxable Year Notwithstanding any provision to the contrary contained in this Agreement,Member Minimum Gain and increases and decreases in Member Minimum Gain are intended to be computed in accordance with§704 of the Code and the Regulations. Member Nourecourse Liability. Any Company Liability to the extent the liability is nonrecourse understate law,and on which a Member or Related Person bears the economic risk of loss under§ 1.752-2 of the Regulations because,for example,the Member or Related Person is the creditor or a guarantor. Nonrecourse Liabilities. Nonrecourse liabilities include Company Nonrecourse Liabilities and Member Nonrecourse Liabilities, Offsettable Decrease. Any allocation that unexpectedly causes or increases a deficit in the Member's Capital Account as of the end of the Taxable Year to which the allocation relates attributable to depletion allowances under§1.704-1(b)(2)(iv)(k)of the Regulations,allocations of loss and deductions under§§704(e)(2)or 706 of the Code or under§ 1.751-1 of the Regulations,or Distributions that,as of the end of the year are reasonably expected to be made to the extent they exceed the offsetting increases to such Member's Capital Account that reasonably are expected to occur during or(prior to)the Taxable Years in which the such Distributions are expected to be made(other than increases pursuant to a Minimum Gain Chargeback). Related Person. A person having a relationship to a Member that is described in§1.752-4(b)of the Regulations. 11.3. Company Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain for a Taxable Year,each Member must be allocated items of income and gain for that Taxable Year equal to that Member's share of the net decrease in Company Minimum Gain. A Member's share of the net decrease in Company Minimum Gain is the amount of the total net decrease multiplied by the Member's percentage share of the Company Minimum Gain at the end of the immediately preceding Taxable Year, A Member's share of any decrease in Company Minimum Gain resulting from a revaluation of Company Property equals the increase in the Member's Capital Account attributable to the revaluation to the extent the reduction in minimum gain is caused by the revaluation. A Member is not subject to the Company Minimum Gain Chargeback Requirement to the extent the Member's share of the net decrease in Company Minimum Gain is caused by a guarantee,refinancing, or other change in the debt instrument causing it to become partially or wholly a Recourse Liability or a Member Nonrecourse Liability,and the Member bears the economic risk of loss(within the meaning of§1.752-2 of the Regulations)for the newly guaranteed,refinanced,or otherwise changed liability. 6.4. Member Minimum Gain Chargeback. If during a Taxable You there is a net decrease in Member Minimum Gain,any Member with a share of that Member Minimum Gain(as determined under§1.704-2(i)(5)of the Regulations)as of the beginning of that Taxable Year must be allocated items of income and gain for that Taxable Year(and,if necessary,for succeeding Taxable Years)equal to that Member's share of the net decrease in the Company Minimum Gain. A Member's share of the net decrease in Member Minimum Gain is determined in a manner consistent with the provisions of§ 1.704-2(g)(2)of the Regulations. A Member is not subject to this Member Minimum Gain Chargeback,however,to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Nonrecourse Liability due to a conversion, refinancing,or other change in the debt instrument that causes it to become partially or wholly a Company Nonrecourse Liability.The amount that would otherwise be subject to the Member Minimum Gain Chargeback is added to the Member's share of Company Minimum Gain. In addition, rules consistent with those applicable to Company Minimum Gain shall be applied to determine the shares of Member Minimum Gain and Member Minimum Gain Chargeback to the extent provided under the Regulations issued pursuant to§704(b)of the Code. 11.5. Qualified Income Offset. In the event any Member,in such capacity,unexpectedly receives an Offsettable Decrease,such Member will be allocated items of income and gain(consisting of a pro onto portion of each item of partnership income and gain for such year)in an amount and manner sufficient to offset such Offsettable Decrease as quickly as possible. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -34 4866-8465-3158,v.6 EXHIBIT C PROMISSORY NOTE For value received, the undersigned [Defaulting Member Name and Address] (the "Borrower"), hereby promises to pay to the order of[Lending Member Name] (the "Lender"), at [Address of Lending Member], or at any other place designated at any time by the Lender, in lawful money of the United States of America and in immediately available funds, the principal sum of Dollars ($ ), together with interest on the principal amount hereunder remaining unpaid from time to time, computed on the basis of the actual number of days elapsed and a 365-day year, from the date hereof until this Note is fully paid at the rate of twelve percent(12.0%)per annum, compounded annually. The principal hereof and interest accruing thereon shall be due and payable as follows: IN FULL NINETY(90)DAYS AFTER THE DATE OF THIS NOTE This Note may be prepaid in whole or in part at any time without penalty. All payments shall be applied first to the payment of accrued interest and then to the reduction of the principal balance. In the event that Borrower shall default in payment of this Note or under any agreement securing this Note,Lender may,in Lender's discretion,notify Borrower in writing of such default by personal delivery or United States certified mail, return receipt requested, addressed to the Borrower's address set forth above. If Borrower does not correct the default within ten(10) days after such notice of default,then Lender, in Lender's discretion,may declare the entire balance of principal and interest hereunder to be due and payable immediately (time being the essence hereof). The Borrower agrees to pay on demand all costs and expenses, including (without limitation) attorneys' fees, incurred by the Lender in connection with this Note and any other document or agreement related hereto and the transactions contemplated hereby,including without limitation all such costs, expenses and fees incurred in connection with the amendment, administration, performance, collection and enforcement of this Note and all such documents and agreements and the creation,perfection,protection,satisfaction,foreclosure or enforcement of any agreement or interest securing this Note. Presentment for payment, demand, and notice of dishonor and nonpayment are expressly waived. This Note shall be governed by and construed and interpreted in accordance with the laws of the State of Idaho. DATED this_day of [Name of Defaulting Member] OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -35 4866-8465-3158,v.6 EXHIBIT D-1 SPECIMEN PROMISSORY NOTE FOR VALUE RECEIVED,the undersigned,or either of us,(referred to in the singular,whether one or more),promises and agrees to pay to the order of (Seller) the principal sum of ($ ),together with interest as stated below,payable at the times and in the manner set forth below. 1. Except as is otherwise provided in the following paragraphs of this Promissory Note,interest shall accrue daily on the unpaid principal balance outstanding under this Promissory Note commencing on (interest starting date) at the rate of percent C__%)per annum. 2. Principal and interest as provided for in the preceding paragraph shall be paid as follows: Payments shal I be made in (_j equal installments of principal and interest,with the first such payment due one year from the date of this Note. Final payment shall be due and payable (__)years from the date hereof. 3. All payments shall be applied to the payment of accrued interest and then to the reduction of the principal balance. The makers shall have the right of making additional payments of principal at any time without incurring any prepayment penalty. Any such additional principal payment shall be applied to the deferred balance due under this Promissory Note in the reverse order of maturity. Such additional payment shall not in any way waive or excuse the makers from making the next ensuing payment promptly as the same becomes due. Interest shall cease on additional payments of principal upon the date of payment. 4. If any payment required by this Promissory Note is not made when due,and remains unpaid for thirty(30)days after a written notice is mailed to the maker hereof,or if any other event occurs or circumstance exists which under any instrument evidencing or securing the obligations evidenced by this Promissory Note entitles the holder hereof to accelerate the maturity of such obligations,the entire unpaid principal balance and accrued but unpaid interest hereunder shall,at the option of the holder hereof,at once become due and payable without further notice(time being the essence hereof). Failure to exercise such option shall not constitute a waiver of the right to exercise the same in the event of any subsequent default,event,or circumstance giving rise to such right of acceleration. 5. The undersigned agrees to pay the holder hereof a"late charge"equal to five percent(5%)of each and any payment due pursuant to this Promissory Note which is more than fifteen(15)days in arrears. Such late charge shall be made to cover the extra expense involved in handling delinquent payments. 6. If any payment under this Promissory Note is not made at the time and in the manner required(whether before or after maturity),the undersigned agrees to pay any and all costs and expenses(regardless of the particular nature thereof and whether incurred before or after the initiation of suit or before or after judgment)which may be incurred by the holder hereof in connection with the enforcement of any of its rights under this Promissory Note,including,but not limited to,attorney fees and all costs and expenses of collection. T The undersigned,sureties,guarantors,and endorsers hereof,severally waive presentment for payment,demand,and notice of dishonor and nonpayment of this Promissory Note,and consent to any and all extensions of time,renewals,waivers,or modifications that may be granted by the holder hereof with respect to the payment or other provisions of this Promissory Note,and to the release of any security,or any part thereof, with or without substitution. 8. This Promissory Note is secured by,among other things,a Security Agreement,of even date herewith,executed by the undersigned as Debtor. 9. All of the obligations of the undersigned under this Promissory Note shall bejoint and several. 10. This Promissory Note is delivered in the State of Idaho and shall be governed by and construed and interpreted in accordance with the laws of said State. It. Any notice to maker provided for in this Promissory Note shall be given in the manner provided in the Sales Documents(as defined in the Security Agreement). [insert date and signature blocks] OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -36 4866-8465-3158,v.6 EXHIBIT D-2 SPECIMEN SECURITY AGREEMENT This Security Agreement is executed by the undersigned, (collectively referred to as "Debtor") in favor of (referred to as"Secured Party"). RECITALS A. Debtor has purchased from Secured Party an interest in a closely-held business(the"Business"),which interest is identified on the attached Exhibit"A". B. The interest in said closely-held business is referred to as the"Collateral". C. Debtor's obligations are set forth in one or more of the following documents: a promissory note and a guaranty,both of even date herewith,and the Agreement to which this Security Agreement was attached as a specimen(all of which are referred to w the"Sales Documents"). AGREEMENT I. Debtor hereby grants to Secured Party a security interest in the Collateral. 2. Debtor hereby authorizes Secured Party to file financing statements and to do whatever may be necessary under applicable law to perfect and continue Secured Party's security interest in the Collateral at Debtor's expense. 3. Debtor recognizes that in the event of default which is not cured in the manner provided in the Sales Documents,Secured Party shall have the rights of a secured party under the Idaho Uniform Commercial Code. Said rights include,but are not limited to the right to receive all payments from the closely-held business(whether of income,profits,dividends,capital or otherwise,and whether paid in cash or in property). Secured Party shall also have a charging lien against the interest of Debtor. 4. If Debtor defaults under the Sales Documents,Secured Party shall have the following remedies,together with any other remedy granted a secured party under the Idaho Uniform Commercial Code or other applicable law. a. To notify the Business of Secured Parry's rights in the Collateral and to collect all payments to which Debtor would otherwise be entitled from the Business. b. To exercise the rights provided herein. C. To sell the Collateral at public or private sale,and to purchase the Collateral at such public or private sale as permitted by Idaho law. 5. Debtor agrees to pay all costs of collection or realization,including a reasonable attorney fee whether incurred by litigation or otherwise, and all other expenses and costs of collection. 6. Debtor agrees that a period of fifteen days from the time notice is sent shall be a reasonable period of notification of a sale or other disposition of the Collateral by or for Secured Party. Any notice shall be given in the manner provided in the Sales Documents among the parties. 7. Waiver of any default shall not constitute a waiver of any subsequent default. 8. All Secured Party's rights and remedies,whether evidenced hereby or existing at law or evidenced by other writings shall be cumulative and may be exercised singularly or concurrently. 9. This Security Agreement is to be governed by and construed and interpreted in accordance with the laws of the State of Idaho. 10. If more than one person constitutes Debtor,the obligations of each shall be joint and several. 11. This Security Agreement shall be binding upon the heirs,personal representative,Successors and assigns of the Debtor and shall inure to the benefit of the Secured Party and the Secured Parry's successors and assigns. 12. This Security Agreement constitutes the entire agreement of the Debtor and Secured Party with respect to the subject matter hereof and may be amended only in writing signed by Debtor and Secured Party [insert date and signature blocks] OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -37 4866-8465-3158,v.6 EXHIBIT D-3 SPECIMEN GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this "Guaranty') is made this by hereinafter referred to collectively as "Guarantors", to and for the benefit of referred to as"Seller." RECITALS A. Seller has sold an interest in a closely-held business pursuant to the terns of a separate agreement(the"Agreement"). One of the terms of the Agreement is that Guarantors shall guarantee the obligations of the Purchaser under the Agreement(the"Purchaser"),including all obligations under the Promissory Note executed in connection therewith(the"Promissory Note"). B. The Promissory Note is secured by a security interest in such interest in the closely-held business,pursuant to the terms of a Security Agreement executed in connection therewith(the"Security Agreement"), C. The Agreement,the Promissory Note and the Security Agreement are hereinafter collectively referred to as the"Guaranteed Contracts". AGREEMENT NOW, THEREFORE, as inducement to Seller to make the sale to the Purchaser referred to above and for other good and valuable consideration,the sufficiency and receipt of which are hereby acknowledged,Guarantors hereby guarantee to Seller as follows: 1. Guarantee. a. Guarantors do hereby guarantee the due and punctual payment to Seller of all sums due or to become due under this Guaranty and the Guaranteed Contracts. b, Guarantors do further guarantee the full,complete and unimpaired performance of each covenant, condition, duty and obligation of Purchaser to Seller under this Guaranty and the Guaranteed Contracts. C. This Guaranty shall be construed as an absolute,continuing,unconditional and unlimited guarantee. This Guaranty shall be deemed irrevocable and shall terminate only upon the full and complete payment of all sums due Seller under the Agreement. 2. Representations of Guarantors. Guarantors represent that,at the time of the execution and delivery of this Guaranty,nothing exists to impair the effectiveness of the liability of Guarantors to Seller hereunder,or the immediate taking effect of this Guaranty. 3. Waiver. Guarantors hereby waive the following: a. Notice of acceptance of this Guaranty by Seller or Seller's successors and the failure of Seller to provide Guarantors with a copy of the Agreement or other related documents,or any amendments or modifications thereto. b. Diligence, presentment,notice of presentment, protest, demand for payment, notice of dishonor,extension of time for payment, nonpayment at maturity and indulgences and notices of every kind with respect to any obligations of Purchaser under any of the Guaranteed Contracts or as may be otherwise provided by law,or the obligation of any other person,firm or corporation,held by Seller as collateral security for the performance any of the Guaranteed Contracts by Purchaser. 4. Continuing Guarantee. Guarantors agree drat their obligations hereunder,and this Guaranty,shall continue and remain in fall force and effect and shall not be impaired,modified,changed,released,discharged,satisfied or limited,regardless of any of the following actions or occurrences: a. Any change in organization or structure of Purchaser. b. Any impairment,modification,change,release or limitation of liability of Purchaser pursuant to any filing for relief by or against Purchaser under any present or fraure United States Bankruptcy law or other federal or state statute for the relief of Purchaser. C. Any adverse change in the financial condition,whether such change is deemed material or immaterial under any federal or state law,of Purchaser or the failure of Purchaser to comply with any law,statute or regulation. d. The death of any Guarantor,it being specifically agreed by Guarantors,that this Guaranty shall continue and shall constitute a valid claim against the estate,heirs,personal representatives and other successors in interest of such deceased Guarantor. S. Rights of Seller. Without affecting any obligation created hereby or hereunder,Guarantors grant to Seller full power and authority,in Seller's uncontrolled and sole discretion,and at any time,or from time to time,and in such manner and on such terms as Seller deems in and without notice to or the approval,consent or advice of any Guarantors,to take any of the following actions: a. Obtain and accept from Purchaser or any other person such additional or substitute collateral or security for the payment of the sums orperformance of the obligations guaranteed hereby. Such further collateral or security may include,but shall not be limited to,additional OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -38 4866-8465-3158,v.6 personal guaranties,promissory notes or other instruments of indebtedness,mortgages,deeds of most,security agreements or any other document or interest which Seller may deem acceptable or in Seller's best interests. b. Make any change,amendment or modification whatsoever to any term,covenant or condition of any Agreement now in existence or hereafter arising which may secure or guarantee the obligations or payments of money guaranteed hereby. C. The time of payment of any sum secured hereby,or any part thereof,may be extended;the terms on which such sums are to be paid,including interest thereon,may be modified;the manner or method of payment may be amended;and one or more new promissory notes or other instruments may be taken in exchange for or replacement,substitution or renewal of said instruments. d. Substitute,add to,exchange,release,modify,consent to the transfer or sale of,surrender or otherwise deal with,in whole or in part in any manner,any collateral securing the performance of the Agreement or the obligations of Purchaser. C. Settle,compromise,release,discharge,compound or impair,the obligations of Purchaser of the amounts due to Seller under any of the Guaranteed Contracts or to forebear,waive or decline to pursue any right or remedy Seller may have against Purchaser or any other party or under any instrument securing the sums or performance guaranteed herein. f. Apply any one or more payments by,or recoveries from Purchaser or from Guarantors,or to apply any sums realized from collateral or security hypothecated or furnished by Purchaser,or Guarantors in such manner and in such order of priority as Seller deems fit,whether or not such obligation on which application is made is otherwise secured,or is due at the time of such application. g, Obtain ajudgment or realize upon any collateral in whole or in part in satisfaction of the same guaranteed hereby. 6. Enforcement. a. Seller shall give Guarantors the same notice pertaining to default that Seller is required to give the Purchaser under the Guaranteed Contracts. Seller may enforce this Guaranty without first resorting to or exhausting or enforcing any other security or collateral or without exercising any other right or remedy of Seller at law or under any of the Agreement,it being fully agreed and understood by Guarantors that Seller may proceed directly and independently against Guarantors,without further notice or demand upon any party,including Guarantors, upon any default in the performance of any of the covenants,terms,conditions or obligations due to Seller under any of the Guaranteed Contacts. b. Further,Guarantors specifically agree that Seller may proceed against Guarantors for any amount guaranteed hereunder or to compel performance of the Agreement whether any action is brought against Purchaser or whether Purchaser isjoined or made a party in any such action against Guarantors or not. 7. Assignment and Benefit. a. Guarantors agree that Seller,without notice to,or the consent of Guarantors,may sell,assign or transfer all or any part of its interest in the sums guaranteed hereby and its interest in and to,and the entitlement to the benefit of the Guaranteed Contracts,or any part thereof to any party Seller may choose. Any assignee of Seller may thereafter similarly sell,assign or transfer its interest in like manner to any party it may choose. In the event of any such assignment or transfer,each and every immediate and successive assignee,transferee,holder or beneficiary of all or any part of the sums guaranteed hereby or entitled to the obligations due Seller under the Guaranteed Contracts,or any part thereof,shall have the right to enforce this Guaranty,by legal action or otherwise for the benefit of such assignee,transferee,holder or beneficiary as fidly as if such party was herein by name specifically given such right and power. b, In addition to the foregoing specific rights granted in this paragraph 7,this Guaranty shall be binding upon and inure to the benefit of the successors and assigns of Seller. Seller's successors and assigns shall have all of the rights,privileges and powers granted hereunder to Seller and shall have the right to rely upon this Guaranty and to enter into further and additional transactions in reliance hereon in the same manner and with the same effect as if such successors and assigns were specifically named with Seller herein. 8. Construction. Guarantors specifically waive any right to assert that this Guaranty be construed in their favor as Guarantors. 9. Attorney Nees and Costs. a. Guarantors hereby agree that Guarantors will pay to Seller all costs and expenses,including reasonable attorney fees,which Seller expends in order to enforce this Guaranty and each and every term hereof whether by suit or otherwise, b. Guarantors further agree that Guarantors will pay to Seller any costs and expenses,including reasonable attorney fees,which Seller must expend in pursuing any right or remedy which Seller may have against Purchaser,or in enforcing the Agreement or in realizing on any other collateral or security for satisfaction of the sums guaranteed hereby. 10. Subrogation. a. Guarantors shall have no right of subrogation whatsoever to any sums guaranteed hereby or to any monies due and unpaid thereon or any collateral securing the same,unless and until Seller shall have received full payment of all sums due and owing to Seller under the Agreement. b. Upon default by Purchaser in the payment of any sum due or the performance of any obligation under any of the Guaranteed Contracts,in addition to all other rights or remedies granted to Seller herein or under any of the Guaranteed Contracts,Seller shall have the right to mender to Guarantors an assignment and transfer to Guarantors all Seller's right,title and interest under the Agreement. Upon such tender, Guarantors shall immediately pay to Seller all principal then outstanding(and accrued interest thereon) and all other amounts due under the Guaranteed Contracts and Guarantors upon such payment shall succeed to all of Seller's right,title and interest in and to the Guaranteed Contracts. OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC -39 4866-8465-3158,v.6 11. Consideration. Guarantors hereby state that this Guaranty is not gratuitously given,but is given for consideration,the receipt of which is hereby acknowledged. 12. Discharge. Notwithstanding anything herein to the contrary,and not in limitation or modification of any rights granted to Seller herein, the only event which shall result in the discharge of Guarantors hereunder shall be the full payment of all sums guaranteed hereby. Upon full payment of all sums guaranteed hereunder,this Guaranty shall be released and Guarantors shall have no further liability hereunder. 13. Joint and Several Liability. The obligations of each Guarantor under this Guaranty shall be joint and several and Seller and/or Seller's assigns may release or settle with any one or more of the Guarantors at any time,without affecting the continuing liability of the remaining Guarantor or Guarantors. As among Guarantors, any Guarantor who pays more than the Guarantor's proportionate share, shall have the right to seek contribution from the other Guarantors. Each Guarantor's proportionate share is the same percentage that such Guarantor's ownership ofdre closely held business bears to that of the other Guarantors. 14. Severability. if any provision of this Guaranty Agreement shall be held or deemed to be,or shall,in fact,be inoperative or unenforceable as applied in any particular case in anyjurisdiction orjurisdictions or in all jurisdictions,or in all cases because it conflicts with any other provision or provisions hereof,or any constitution or statute or rule or public policy,or for any other reason,such circumstance shall not have the effect of rendering the provisions in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provisions or provisions herein contained invalid,inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases,sentences, clauses or sections contained in this Guaranty shall not affect the remaining portions of this Guaranty,or any part hereof. 15. Cumulative Remedies. All of Seller's rights and remedies herein specified are intended to be cumulative. No right or remedy of Seller whatsoever may be waived at any time except by a writing signed by Seller,nor shall any waiver be operative upon other than a single occasion. 16. Entire Agreement;Amendment. This Guaranty constitutes the entire agreement of Guarantors with respect to the subject matter hereof. This Guaranty may only be amended in writing signed by Seller and Guarantors. 17. Section Titles and Captions. Section titles or captions are for convenience only and shall not be deemed to be part of the agreement and in no way define,limit,augment,extend or describe the scope,content or intent of any part or parts hereof. 18. Applicable Law. This Guaranty shall be governed by and construed and interpreted in accordance with the laws of the State of Idaho. IN WITNESS WHEREOF,Guarantors have executed this Guaranty as of the date first above written. [insert date and signature blocks] OPERATING AGREEMENT OF TEN MILE WEST COMMERCIAL,LLC-40 4866-8465-3158,v.6 251 �" ARTICLES OF ORGANIZATION FILED fi LIMITED LIABILITY COMPANY EFFECTIVE _ (Instructions on back of application) 06 APR 20 PM 3: 433 1. The name of the limited liability company is: ST- "SATE STik, tip? ,�l0 Ahlquist Development, L.L.C. 2. The street address of the initial registered office is: 225 North 9th Street, Suite 210, Boise, Idaho 83702 and the name of the initial registered agent at the above address is: Allan R. Bosch 3. The mailing address for future correspondence is: 225 North 9th Street, Suite 210, Boise, Idaho 83702 4. Management of the limited liability company will be vested in: Manager(s) [] or Member(s) ❑X (pleeae check the appropriate box) 5. If management is to be vested in one or more manager(s), list the name(s)and address(es)or at least one initial manager. if management is to be vested in the member(s), list the name(s)and address(es)of at least one initial member. Name Address J. Thomas Ahlquist 1263 W. - Wickshire Court, Eagle, ID 83616 6. Signature of at least one person responsible for forming the limited liability company: Signature: Secretary of State use only Typed Name: J. Thomas Ahlquist, M.D. Capacity: Sole Member Signat � IDAHO SECRETARY OF STATE k S 04/20/2006 05a00 Typed Name: CK: 13351 CT: 165816 BH: 958444 1 @ Capacity: 188.88 = 188.88 ORGAN LLC B 2 W I� CD CD 0006189654 N �r•T,S STATE OF IDAHO For office use only �¢ Ito °•� Office of the secretary of state, Phil McGrane CD y c ANNUAL REPORT -FILED- M M Idaho Secretary of State CD s� tigQ PO Box 83720 File#:0006189654 p STE o� Boise, ID 83720-0080 Date Filed:4/4/2025 10:03:52 AM \ (208)334-2301 CD Filing Fee:$0.00 N CD N Entity Name and Mailing Address: 0_1 Entity Name: AHLQUIST DEVELOPMENT, L.L.C. F� The file number of this entity on the records of the Idaho 0000161331 CD Secretary of State is: CD Address 1144 S SILVERSTONE WAY W STE 500 MERIDIAN, ID 83642-8854 Entity Details: Entity Status Active-Existing (p This entity is organized under the laws of: IDAHO n (D If applicable, the old file number of this entity on the records of W49879 N the Idaho Secretary of State was: (D The registered agent on record is: Q' Registered Agent Ryan Cleverley 0' Registered Agent k< Physical Address O 1144 S SILVERSTONE WAY r-h STE 500 I-h MERIDIAN, ID 83642-8854 C� Mailing Address (p 1144 S SILVERSTONE WAY STE 500 O MERIDIAN, ID 83642-8854 1-' rt Limited Liability Company Managers and Members �3' Name Tltle Business Address J. Thomas Ahlquist Manager 1144 S SILVERSTONE WAY H STE 500 Q' MERIDIAN, ID 83642-8854 W O The annual report must be signed by an authorized signer of the entity. U� Job Title: Manager C� ri (D Ryan Cleverley 0410412025 `t w Sign Here Date O c-t ct (D Pagel of 1 Page 1 of 1 bd 0 N J 0006333016 1 �r•T, Eat STATE OF IDAHO For office use only �¢ Ito °•� Office of the secretary of state, Phil McGrane OD y C ANNUAL REPORT -FILED- M Idaho Secretary of State CD s� tigQ PO Box 83720 File#:0006333016 61 ATE o� Boise, ID 83720-0080 Date Filed:6/30/2025 3:17:11 PM \ (208)334-2301 W Filing Fee:$0.00 CD N CD N Entity Name and Mailing Address: 01 Entity Name: BVA DEVELOPMENT, LLC W The file number of this entity on the records of the Idaho 0000615162 Secretary of State is: J Address PO BOX 51298 IDAHO FALLS, ID 83405-1298 Entity Details: Entity Status Active-Existing (D This entity is organized under the laws of: IDAHO n N If applicable, the old file number of this entity on the records of W204087 N the Idaho Secretary of State was: C N The registered agent on record is: Registered Agent Kari M. Campos Registered Agent Physical Address O 2194 SNAKE RIVER PARKWAY SUITE 300 IDAHO FALLS, ID 83402 Ifi Mailing Address ~ 0 PO BOX 51298 (p IDAHO FALLS 83405 O Agent or Address Change l-h ❑ Select if you are appointing a new agent. rt (D Limited Liability Company Managers and Members Name Title Business Address H BV Executive Management, Inc. Manager PO BOX 51298 IDAHO FALLS, ID 83405 0 O Ahlquist Development, L.L.C. Manager 1144 S. SILVERSTONE WAY, STE. 500 MERIDIAN, ID 83642 (D 0 n The annual report must be signed by an authorized signer of the entity. Fl- Job Title: Secretary of a Manager ri Kari M. Campos 0613012025 0 Sign Here Date 1-' rt rt (D Page 1 of 1 Page 1 of 1 bd CD I� 0006290007 1 00 �r•T, Eat STATE OF IDAHO For Office use Only CD �¢ Ito °•� Office of the secretary of state, Phil McGrane F� y C ANNUAL REPORT -FILED- CD M Idaho Secretary of State CD s� tigQ PO Box 83720 File#:0006290007 ATE o� Boise, ID 83720-0080 Date Filed: 5/30/2025 4:30:03 PM \ (208)334-2301 W Filing Fee:$0.00 CD N CD N Entity Name and Mailing Address: 0_1 Entity Name: Ten Mile West Commercial, LLC X, The file number of this entity on the records of the Idaho 0005223979 Secretary of State is: CD Address PO BOX 51298 IDAHO FALLS, ID 83405-1298 Entity Details: Entity Status Active-Existing (D This entity is organized under the laws of: IDAHO n N If applicable, the old file number of this entity on the records of N the Idaho Secretary of State was: C N The registered agent on record is: Registered Agent Kari M. Campos Registered Agent IC Physical Address 0 2194 SNAKE RIVER PARKWAY SUITE 300 IDAHO FALLS, ID 83402 Ifi Mailing Address ~ 0 PO BOX 51298 (p IDAHO FALLS 83405 O Agent or Address Change l-h ❑ Select if you are appointing a new agent. rt (D Limited Liability Company Managers and Members Name Title Business Address H BV Executive Management, Inc. Manager PO BOX 51298 IDAHO FALLS, ID 83405 0 O AhIquist Development, L.L.G. Manage T 4 4 8 SL-VERCTONE WA*, S IITC 600 A ERIDIAIS ID 83642 0 BVA DEVELOPMENT, LLC Manager PO BOX 51298 n IDAHO FALLS, ID 83405 rt The annual report must be signed by an authorized signer of the entity. Job Title: Secretary of a Manager O Kari M. Campos 0513012025 cn Sign Here Date rt (D Page 1 of 1 Page 1 of 1