Meeting of the Boards of Directors Of

NOTICE OF PUBLIC MEETING[*] AND AGENDA

MEETING OF THE BOARDS OF DIRECTORS OF

IMAGINE DESERT WEST MIDDLE, INC.

THURSDAY, DECEMBER 7,2017AT 8:00A.M. (Phoenix Time)

Location:Imagine Schools, Southwest Group Office**

1843 W 16th Ave

Apache Junction, AZ 85120

Pursuant to Ariz. Rev. Stat. §§ 38-431.01 and 38-431.02, notice is hereby given to the general public and to the members of the foregoing Boards of Directors that the meetings of the Boards of Directors of Imagine Desert West Middle, Inc. (“IDWM”), shall be held at the foregoing time and place to discuss and authorize action upon the following agenda items:

1. Identification of time, place and location of meeting. (IDWM)

1. Roll call, identification of present and absent Board members. (IDWM)

1. Discussion and Action - Correction and approval of minutes of October 2, 2017 Boards of Directors Meeting as to Imagine Desert West Middle, Inc. (Minutes)
2. Item No. 10 of the Minutes is corrected to state that Udall Shumway PLC is representing Imagine Desert West Middle, Inc. (IDWM) as corporate counsel. Kutak Rock is the law firm serving as Bond Counsel in the proposed loan transaction to IDWM, as borrower with respect to the contemplated issuance of bonds by The Industrial Development Authority of the County of La Pax, Arizona. With this correction the Minutes are approved as to IDWM.

1. Discussion Review of Growth Plan for Imagine Desert West Middle School.
2. Bond Transaction Update from Wells Nelson
3. Financial and proforma update
4. Reimbursement of Phase 1 discussion

1. Discussion and Action - Update on Loan Transaction for Contemplated Phase II Development of IDWM Property located at 6850 W. McDowell Road, Phoenix, AZ
2. Review of Preliminary Official Statement and Appendix B
3. Issuance of Title Policy on Property in connection with proposed Improvements and possible approval of issuance of Standard Owner’s Policy or Extended Owner’s Policy
4. Approval of Underwriter Engagement Letter from Robert W. Baird & Co.
5. Status of Transaction, Calendar, and Opportunity for questions by Board of Directors

1. Discussion and Action – Amendment to Bylaws

1. Discussion and Action – Amendment to Sublease Agreement with Imagine Charter Elementary at Desert West, Inc.

1. Discussion and Action
2. Discuss proposed Cross Easements for adjacent parcel owned by Imagine Charter Elementary at Desert West, Inc. and Facility Use Agreement.

1. Discussion and Action – Adoption of Resolution
2. Discuss and possible adopt Resolution regarding authorized persons to provide information and approvals for loan transaction and Phase II development of the Property located at 6850 W. McDowell Road, Phoenix, AZ

1. Call to public for issues. (IDWM)

1. Date of next joint meeting – time and location. (IDWM)

1. Adjourn. (IDWM)

[*]* The corporation reserves the right to enter into an executive session with its attorneys at any time during the meeting under the provisions of Ariz. Rev. Stat. § 38-431.03.A.3.

**Additional information regarding any of the items on this agenda may be obtained prior to the meeting by calling Bradie Orton at 480-355-0502. Also, you can attend the foregoing meeting by teleconference from the School. Please contact Bradie Orton of the School's administration to find out how.

*** Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting Bradie Orton at 480-355-0502. Requests should be made as early as possible to arrange the accommodation.