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Recitals

This Operating Agreement of Trail Ridge Group LLC, a Florida Limited Liability Company, is entered into and effective as of January 1, 2026, by and between the Company and Shanci Foster ("Sole Member" / "Managing Member"). The Sole Member desires to form and operate a limited liability company pursuant to applicable state law.

Article I — Organization

1.1 Formation

The Company was formed as a Single-Member LLC under the laws of its state of formation. The rights and obligations of the Sole Member shall be as provided in the Act except as otherwise expressly provided herein.

1.2 Company Name

The name of the Company is Trail Ridge Group LLC. The Company may conduct business under such trade names as the Managing Member may determine from time to time.

1.3 Principal Place of Business

The Company may establish offices throughout the United States as determined by the Managing Member.

1.4 Term

The Company shall have a perpetual existence commencing upon the effective date of the Articles of Organization and shall continue until dissolved in accordance with this Agreement or the Act.

1.5 Purpose

The purpose of the Company is to engage in any and all lawful business activities, including but not limited to:

• Facilitating, coordinating, and managing construction and contracting services throughout the United States;
• Serving as prime contractor, general contractor, subcontractor, and/or construction manager for public and private sector clients, including federal, state, and local government agencies;
• Pursuing and performing contracts under the Federal Acquisition Regulation (FAR), DFARS, and agency-specific supplements;
• Any other lawful business activity as determined by the Managing Member.

Article II — Membership

2.1 Sole Member

The Company has one (1) member, Shanci Foster, who holds one hundred percent (100%) of the membership interest in the Company.

2.2 Limitation of Liability

The Sole Member shall not be personally liable for any debts, obligations, or liabilities of the Company solely by reason of being a member, except as required by the Act or by the Sole Member's own personal guarantee or wrongful conduct.

2.3 Additional Members

The Sole Member may admit additional members only upon written amendment to this Agreement. Upon admission of any additional member, this Agreement shall be amended to reflect revised ownership percentages and governance rights.

Article III — Capital Contributions

3.1 Initial Contribution

The Sole Member has made, or agrees to make, an initial capital contribution to the Company as set forth in the Company's financial records.

3.2 Additional Contributions

The Sole Member may, but is not required to, make additional capital contributions at any time and in any amount as determined by the Sole Member.

Article IV — Allocations and Distributions

4.1 Allocations

All profits, losses, and other items of income, gain, loss, deduction, and credit of the Company for each fiscal year shall be allocated entirely to the Sole Member.

4.2 Distributions

The Managing Member shall determine the timing and amount of all distributions. No distribution shall be made if the Company would be unable to pay its debts as they become due in the ordinary course of business.

Article V — Management

5.1 Managing Member

Shanci Foster, as Sole Member and Managing Member, shall have full, exclusive, and complete authority to manage and control the business, affairs, and properties of the Company.

5.2 Chief Operating Officer

The Managing Member hereby designates Tait Foster as Chief Operating Officer ("COO"). The COO shall be responsible for day-to-day operational management, subject to the oversight and direction of the Managing Member. The COO is not a member of the Company and has no ownership interest herein.

5.3 Indemnification

The Company shall indemnify and hold harmless the Managing Member and the COO from claims arising out of their performance of duties on behalf of the Company, to the fullest extent permitted by the Act, provided such conduct did not constitute fraud, gross negligence, or willful misconduct.

Article VI — Government Contracting

6.1 Compliance

The Company shall comply with all applicable federal and state laws governing government contracting, including the FAR, Small Business Act, Service Contract Act, Davis-Bacon Act, and the False Claims Act.

6.2 SAM Registration

The Company shall maintain active registration in the System for Award Management (SAM.gov) and shall keep all representations and certifications current and accurate.

6.3 Certifications

The Managing Member may apply for and maintain certifications including Woman-Owned Small Business (WOSB), EDWOSB, MBE, DBE, 8(a), HUBZone, and VOSB as applicable.

6.4 Ethics

The Company shall maintain a written code of business ethics and conduct. No employee or agent shall engage in any form of bribery, corruption, fraud, or other conduct prohibited by applicable law.

Article VII — Banking & Finances

The Company shall maintain separate bank accounts in its name. No personal funds shall be commingled with Company funds. The Company shall use the accrual method of accounting and maintain complete books, records, contracts, and government certifications as required by law.

Article VIII — Transfer of Membership Interest

The Sole Member may transfer membership interests subject to compliance with applicable law, including any restrictions imposed by government contracting regulations or small business certification requirements. Any transfer affecting ownership or control shall be disclosed to all relevant agencies and certification bodies.

Article IX — Dissolution

The Company shall be dissolved upon written determination of the Sole Member, entry of a decree of judicial dissolution, or any other event required by the Act. Upon dissolution, the Managing Member shall wind up affairs in an orderly manner, settle outstanding contracts, liquidate assets, and distribute remaining assets to the Sole Member.

Article X — Miscellaneous

This Agreement shall be governed by the laws of the state of formation. It constitutes the entire agreement of the Sole Member with respect to the subject matter hereof. Amendments require a written instrument signed by the Sole Member. If any provision is held invalid, the remaining provisions shall continue in full force and effect.