SW6210302_SoS Doc (2)_20210323

Operating Agreement
Of
Huff Rokoski Development, LLC
A North Carolina Limited Liability Company
THE LLC MEMBERSHIP INTERESTS REPRESENTED BY THIS OPERATING AGREEMENTHAVE
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE NORTH CAROLINA SECURITIES ACT,
OR SIMILAR LAWS OR ACTS OF OTHER STATES IN RELIANCE UPON EXEMPTIONS UNDER
THOSE ACTS, THE SALE OR OTHER DISPOSITION OF THE MEMBERSHIP INTERESTS IS
RESTRICTED AS STATED IN THIS OPERATING AGREEMENT, AND W ANY EVENT IS PROHIBITED
UNLESS THE LLC RECEIVES AN OPINION OFCOUNSEL SATISFACTORYTO ITAND ITS COUNSEL
THAT SUCH SALE OR OTHER DISPOSITON CAN BE MADE WITHOUT REGISTRATON UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES ACTS AND
LAWS. BY ACQUIRING THE MEMBERSHIP INTEREST REPRESENTED BY THIS OPERATING
AGREEMENT, THE MEMBER REPRESENTS THAT IT WILL NOT SELL OR OTHERWISE DISPOSE
OF ITS MEMBERSHIP INTERESTS WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE
AFORESAIDACTS AND THE RULES AND REGULATIONS ISSUED THEREUNDER.

OPERATING AGREEMENT
OF
HUFF ROKOSKI DEVELOPMENT, LLC
THIS OPERATING AGREEMENT (this "Agreement") of HUFF ROKOSKI DEVELOPMENT, LLC
(the "Company"), a limited liability company organized pursuant to the North Carolina Limited Liability
Company Act, is executed effective as of the date set forth below, by and among the Company and the
persons executing.this Agreement as the Members and Managers.
ARTICLE I
FORMATION OF THE COMPANY
1.1. Formation. The Company was formed on April 15, 2020, upon the filing with the Secretary
of State of the Articles of Organization of the Company. In consideration of the mutual promises and
covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree that the rights and obligations of the parties and the
administration and termination of the Company shall be governed by this Agreement, the Articles of
Organization, and the Act.
1.2. Name. The name of the Company is as set forth on the cover page of this Agreement. The
Managers may change the name of the Company from time to time as they deem advisable, provided
appropriate amendments to this Agreement and the Articles of Organization and necessary filings under the
Act are firstobtained.
1.3. Registered Office and Registered Agent. The Company's registered office within the State
of North Carolina and its registered agent at such address shall be as determined from time to time by the
Managers.
1.4. Principal Place of Business. The principal place of business of the Company within the
State of North Carolina shall be at such place or places as the Managers may from time to time deem
necessary or advisable.
1.5. Purposes and Powers.
(a) The purpose and business of the Company shall be to engage in the purchase,
development, ownership and sale of real property, and in any other lawful business for which limited liability
companies may be organized under the Act.
(b) The Company shall have any and all powers which are necessary or desirable to
carry out the purposes and business of the Company, to the extent the same may be legally exercised by
limited liability companies under the Act.
1.6. Term. The Company shall continue in existence until the Company is dissolved and its
affairs wound up in accordance with the provisions of this Agreement or the Act.
1.7. Nature of Members' Interests. The interests of the Members in the Company. shall be
personal property for all purposes. Legal title to all Company assets shall be held in the name of the
Company. Neither any Member, nor a successor, representative, or assign of any Member, shall have any
right, title, or interest in or to any Company property or the right to partition any Property owned by the
Company.
1.8. Classification of the Company. The Members hereby acknowledge that the Company will
not make an election with the Internal Revenue Service to be taxed as a partnership for federal income tax
purposes and that no member, manager, or officer is authorized to make such election unless all of the
members agree to do so.
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ARTICLE II
DEFINITIONS
2.1. Definitions. The following terms used in this Agreement shall have the following
meanings (unless otherwise expressly provided herein):
"Act" means the North Carolina Limited Liability Company Act, as amended from time to
time.
"Adjusted Capital Account Deficit" means, with respect to any Member, the deficit
balance, if any, in such Member's Capital Account as of the end of the relevant fiscal year, after giving
effect to the following adjustments:
(i) Credit to such Capital Account any amounts to which such Member is
obligated to restore or is deemed to be obligated to restore pursuant to the penultimate sentences of
Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2 i 5 ; and
(ii) Debit to such Capital Account the items described in Sections 1.704-
1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of the Treasury Regulations.
The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions
of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith.
"Adjusted Capital Contributions" means, as of any day, a Member's Capital Contributions
adjusted as follows:
(i) Increased by the amount of any Company liabilities which, in connection
with Distributions, are assumed by such Member or are secured by any Company Property distributed to
such Member, and
(ii) Reduced by the amount of cash and the Gross Asset Value of any
Company Property distributed to such Member and the amount of any liabilities of such Member assumed
by the Company or which are secured by any property contributed by such Member to the Company.
In the event a Member transfers all or any portion of such Member's Membership Interest in
accordance with the terms of this Agreement, the transferee shall succeed to the Adjusted Capital
Contribution of the transferor to the extent it relates to the transferred Membership Interest or portion
thereof.
"Affiliate" of a specified Person means (i) any Person directly or indirectly controlling,
controlled by, or under common control with the specified Person; (ii) any Person owning or controlling ten
percent or more of the outstanding voting securities of the specified Person; (iii) any officer, director or
partner of the specified Person; or (iv) if the specified Person is an officer, director, or partner, any entity for
which the specified Person acts in such capacity.
"Agreement" means this Operating Agreement, as amended from time to time.
"Articles of Organization" means the Articles of Organization of the Company filed with the
Secretary of State, as amended or restated from time to time.
"Capital Account" means, with respect to any Member, the capital account maintained for
such Member in accordance with Section 5.5 of this Agreement.
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"Capital Contribution" means all contributions of cash or property (valued for this purpose at
initial Gross Asset Value) made by a Member or the Member's predecessor in interest.
"Capital Transaction" means any transactions undertaken by the Company or by any entity
in which the Company owns an interest, which, were it to generate proceeds, would produce Company
Sales Proceeds or Company Refinancing Proceeds.
"Code" means the Internal Revenue Code of 1986, as amended from time to time (and any
corresponding provisions of succeeding law).
"Company Cash Flow" for any period means the excess, if any, of (A) the sum of (i) all
gross receipts from any source for such period, other than from Company loans, Capital Transactions, and
Capital Contributions, and (ii) any funds released by the Company from previously established reserves,
over (B) the sum of (i) all cash expenses paid by the Company for such period (including any compensation
to the Managers and their Affiliates); (ii) all amounts paid by the Company in such period on account of the
amortization of the principal of any debts or liabilities of the Company (including loans from any Member);
(iii) capital expenditures of the Company; and (iv) a reasonable reserve for future expenditures as provided
by Section 11.3; provided, however, that the amounts referred to in (B) (i), (ii), and (III) above shall be taken
into account only to the extent not funded by Capital Contributions, loans or paid out of previously established
reserves. Such term shall also include all other funds deemed available for distribution and designated as
Company Cash Flow by the Managers.
"Company Minimum Gain" means gain as defined In Treasury Regulations Section 1.704-
2(d).
"Company Refinancing Proceeds" means (i) the cash realized from the financing or
refinancing of all or any portion of the Property or other Company assets, less the retirement of any related
mortgage loans and the payment of all expenses relating to the transaction and a reasonable reserve for
future expenditures as provided by Section 11.3 and (ii) the Company's allocable portion of cash realized
by an entity in which the Company owns an interest from such entity financing or refinancing all or any
portion of such entity's assets, less the retirement of any related mortgage loans and the payment of all
expenses relating to such transaction and a reasonable reserve for future expenditures as provided by
Section 11.3.
"Company Sales .Proceeds" means (i) the cash realized from the sale, exchange,
condemnation, casualty, or other disposition of all or any portion of the Property or other Company assets,
less the retirement of any related mortgage loans and the payment of all expenses relating to the transaction
and a reasonable reserve for future expenditures as provided by Section 11.3 and (ii) the Company's
allocable portion of cash realized by an entity in which the Company owns an interest from the sale,
exchange, condemnation, casualty, or other disposition of all or any portion of such entity's assets, less the
retirement of any related mortgage loans and the payment of all expenses relating to such transaction and
a reasonable reserve for future expenditures as provided by Section 11.3.
Depreciation means, for each Fiscal Year, an amount equal to the depreciation,
amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year,
except
that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax
purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio
to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost
recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, however,
that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year
is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any
reasonable method selected by the Managers.
"Disinterested Member" means a Member who is not related (within the meaning of Section
267(b) of the Code or Section 707(b)(1) of the Code) to either the Member whose Membership
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Interest is to be transferred as provided in Article Vill or the proposed transferee of such Membership
Interest.
"Distribution" means any money or other property distributed to a Member with respect to
the Member's Membership Interest but shall not include any payment to a Member for materials or services
rendered nor any reimbursement to a Member for expenses permitted in accordance with this Agreement.
"Domestic Proceeding" means any divorce, annulment, separation, or similar proceeding.
"Encumbrance" means any lien, pledge, encumbrance, collateral assignment, or
hypothecation.
"Fiscal Year" means an annual accounting period ending December 31 of each year
during the term of the Company, unless otherwise specified by the Managers.
"Gains from Capital Transactions" means the gains realized by the Company as a result of
or upon any sale, exchange, condemnation, or other disposition of capital assets of the Company or any
entity in which the Company shall own an interest (which assets shall include Code Section 1231 assets
and all real and personal property) or as a result of or upon the damage to or destruction of such capital
assets.
"Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for
federal income tax purposes, except as follows:
(a) The initial Gross Asset Value of any asset contributed by a Member to the
Company shall be the gross fair market value of such asset, as determined by the contributing Member and
the Managers, provided that, if the contributing Member is a Manager, the determination of the fair market
value of a contributed asset shall be determined by appraisal;
(b) The Gross Asset Values of all Company assets shall be adjusted to equal
their respective gross fair market values, as determined by.the Managers, as of the following times: (i) the
acquisition of an additional interest in the Company (other than upon the initial formation of the Company)
by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the
distribution by the Company to a Member of more than a de minimis amount of Company Property as
consideration for an interest in the Company; and (iii) the liquidation of the Company within the meaning of
Treasury Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that the adjustments pursuant to
clauses (i) and (ii) above shall be made only if the Managers reasonably determine that such adjustments
are necessary or appropriate to reflect the relative economic interests of the Members in the Company;
(c) The Gross Asset Value of any Company asset distributed to any Member
shall be adjusted to equal the gross fair market value of such asset on the date of distribution as determined
by the distributee and the Managers, provided that, if the distributee is a Manager the determination of the
fair market value of the distributed asset shall be determined by appraisal; and
(d) The Gross Asset Values of Company assets shall be increased (or
decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b)
or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining
Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and subsections (f) of the
definition of Profits and Losses herein and 6.11 hereof; provided, however, that Gross Asset Values shall
not be adjusted pursuant to this subsection (d) hereof to the extent the Managers determine that an
adjustment pursuant to subsection (b) hereof is necessary or appropriate in connection with a transaction
that would otherwise result in an adjustment pursuant to this Section (d).
If the Gross Asset Value of an asset has been determined or adjusted pursuant to subsection (a),
subsection (b), or subsection (d) hereof, such Gross Asset Value shall thereafter be adjusted by the

Depreciation taken into account with respect to such asset for purposes of computing Profits, Gains from
Capital Transactions, or Losses.
"Majority of Managers" means a combination of Managers constituting more than fifty
percent (50%) of the number of Managers then elected and qualified.
"Majority in Interest" means a combination of any Members who, in the aggregate, own
more than fifty percent of the Membership Interests of all Members.
"Manager" means each Person executing this Agreement as a Manager, any other Person
that succeeds such Manager, or any other Person elected to act as Manager of the Company as provided
in this Agreement. "Managers" refers to such Persons as a group.
"Member" means each Person designated as a member of the Company on Schedule I
hereto or any other Person admitted as a member of the Company in accordance with this Agreement or
the Act. "Members" refers to such Persons as a group.
"Member Minimum Gain" means an amount, with respect to each Member Nonrecourse
Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated
as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704- 2(i).
"Member Nonrecourse Debt" means any nonrecourse debt (for the purposes of Treasury
Regulations Section 1.1001-2) of the Company for which any Member bears the "economic risk of loss,"
within the meaning of Treasury Regulations Section 1.752-2.
"Member Nonrecourse Deductions" means deductions as described in Treasury
Regulations Section 1.704-2(i). The amount of Member Nonrecourse Deductions with respect to Member
Nonrecourse Debt for any Fiscal Year equals the excess, if any, of (A) the net increase, if any, in the amount
of Member Minimum Gain attributable to such Member Nonrecourse Debt during such Fiscal Year, over (B)
the aggregate amount of any Distributions during that Fiscal Year to the Member that bears the economic
risk of loss for such Member Nonrecourse Debt to the extent such Distributions are from the proceeds of
such Member Nonrecourse Debt and are allocable to an increase in Member Minimum Gain attributable to
such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i).
"Membership Interest" means all of a Member's rights in the Company, including, without
limitation, the Member's share of the Profits and Losses of the Company, the right to receive distributions of
the Company's assets, any right to vote, and any right to participate in the management of the Company as
provided in the Act and this Agreement.
"Nonrecourse Deductions" means deductions as set forth in Treasury Regulations Section
1.704-2(b)(1). The amount of Nonrecourse Deductions for a given Fiscal Year equals the excess, if any, of
(A) the net increase, if any, in the amount of Company Minimum Gain during such Fiscal Year, over (B) the
aggregate amount of any Distributions during such Fiscal Year of proceeds of a Nonrecourse Liability that
are allocable to an increase in Company Minimum Gain, determined according to the provisions of Treasury
Regulations Section 1.704-2(h).
"Nonrecourse Liability" means any Company liability (or portion thereof) for which no
Member bears the "economic risk of loss," within the meaning of Treasury Regulations Section 1.752-2.
"Percentage Interest" means the percentage which the Capital Contributions of a Member
to the Company bears to the Capital Contributions of all Members. The initial Capital Contribution of each
Member is set forth opposite such Member's name on Schedule I hereto.
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"Person" means an individual, a trust, an estate, a domestic corporation, a foreign
corporation, a professional corporation, a partnership, a limited partnership, a limited liability company, a
foreign limited liability company, an unincorporated association, or another entity.
"Profits" and "Losses" means, for each Fiscal Year, an amount equal to the Company's
taxable income or loss for such year or period (excluding Gains from Capital Transactions), determined in
accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required
to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with
the following adjustments:
(a) Any income of the Company that is exempt from federal income tax and
not otherwise taken into account in computing Profits and Losses pursuant to this definition (excluding Gains
from Capital Transactions) shall be added to such taxable income or loss;
(b) Any expenditures of the Company described in Code Section 705(a)(2)(B)
or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-
1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses shall be subtracted from
such taxable income or loss;
(c) In the event the Gross Asset Value of any Company asset is adjusted
pursuant to Subsection (ii) or (iii) of the definition of Gross Asset Value hereof, the amount of such
adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of
computing Profits or Losses;
(d) Gain or loss resulting from any disposition of Company Property with
respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference
to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such
property differs from its Gross AssetValue;
(e) In lieu of the depreciation, amortization, and other cost recovery
deductions taken into account in computing such taxable income or loss, there shall be taken into account
Depreciation for such fiscal year or other period, computed in accordance with the definition of Depreciation
set out hereof;
(f) To the extent an adjustment to the adjusted tax basis of any Company
asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulations
Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a
distribution other than in liquidation of a Member's interest in the Company, the amount of such adjustment
shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the
adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into
account for purposes of computing Profits or Losses;
(g) Notwithstanding any other provision of this definition of Profits and Losses,
any items which are specially allocated pursuant to Sections 6.2, 6.3, 6.7, 6.8, 6.9, 6.10, 6.11, or
6.12 hereof shall not be taken into account in computing Profits or Losses.
The amounts of the items of Company income, gain, loss or deduction available to be specially
allocated pursuant to Sections 6.2, 6.3, 6.7, 6.8, 6.9, 6.10, 6.11 or 6.12 hereof shall be determined by
applying rules analogous to those set forth in Sections (a) through (f) above.
"Property" means (I) any and all property acquired by the Company, real and/or personal
(including, without limitation, intangible property) and (H) any and all of the improvements constructed on
any real property.
"Secretary of State" means the Secretary of State of North Carolina.

"Tax Matters Partner" means such Member designated as the "tax matters partner," as that
term is defined in the Code and Treasury Regulations.
"Transfer" means sell, assign, transfer, lease, or otherwise dispose of property, including,
without limitation, an interest in the Company.
"Treasury Regulations" means the Income Tax Regulations and Temporary Regulations
promulgated under the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).
ARTICLE III
MANAGEMENT OF THE COMPANY
3.1. The Managers. Except as otherwise may be expressly provided in this Agreement, the
Articles of Organization, or the Act, all decisions with respect to the management of the business and
affairs of the Company shall be made by action of a Majority of the Managers taken at a meeting or
evidenced by a written consent executed by a Majority of the Managers. Meetings of the Managers may
be held on such terms and after such notice as the Managers may establish. The Managers shall have
full and complete authority, power, and discretion to manage andcontrol the business ofthe Company, to
make all decisions regarding those matters, and to perform any and allotheracts customary or incident to
the management of the Company's business, except only as to those acts as to which approval by the
Members is expressly required by the Articles of Organization, this Agreement, the Act, or other applicable
law. The Managers may delegate responsibility for the day-to-day management of the Company to any
individual Manager or Person retained by the Managers, who shall have and exercise on behalf of the
Company all powers and rights necessary orconvenient to carry out such management responsibilities.
The initial Managers shall be D. Ralph Huff III and Michael J, Rokoski.
3.2. Limitations on Power and Authority of Managers. Without the consent of all the Members,
the Managers shall have no authority to do any of the following:
(a) Any act in contravention of this Agreement;
(b) Any act which would make it impossible to carry on the ordinary business of the
Company; or
(c) Possess Property of the Company or assign the Company's rights in specific
Property for other than Company purposes.
3.3. Compensation and Expenses. The Managers shall not receive any compensation from
the Company for serving as Managers, butthe Company willreimburse Managers forexpenses incurred
by the Managers in connection with their service to the Company. Nothing contained in this Section 3.3 is
intended to affect the Percentage Interests of Managers who are also Members or the amounts that may
be payable to the Managers by reason of their respective Percentage Interests.
3.4. Indemnification of Managers. The Company shall indemnifythe Managers to the fullest
extent permitted or required by the Act, as amended from time to time, and the Company may advance
expenses incurred by a Manager upon the approval of the remaining Managers and the receipt by the
Company of the signed statement ofsuch Manager agreeing to reimburse the Company forsuch advance
in the event it is ultimately determined that such Manager is not entitled to be indemnified by the Company
against such expenses. The provisions of this Section 3A shall apply also to any Person to whom the
Managers have delegated management authority as provided in Section 3.1, whetheror not such Person
is a Manager orMember.
3.5. Limitation on Liability. No Manager of the Company shall be liable to the Company for
monetary damages for an actoromission in such Person's capacity as a Manager, except as provided in

the Act for (i) acts or omissions which a Manager knew at the time of the acts or omissions were clearly in
conflict with the interests of the Company; (ii) any transaction from which a Manager derived an improper
personal benefit; or (III) acts or omissions occurring prior to the date this provision becomes effective. If
the Act is amended to authorize further elimination of or limitations on the liability of Managers, then the
liability of the Managers shall be eliminated or limited to the fullest extent permitted by the Act as so
amended. Any repeal or modification of this Section shall not adversely affect the right or protection of a
Manager existing at the time of such repealor modification. The provisions of this Section 3.5 shall apply
also to any Person to whom the Managers have delegated management authority as provided in Section
3.1, whether or not such Person is a Manager or Member.
3.6. Liability for Return of Capital Contribution. The Managers shall not be liable for the return of
the Capital Contributions of the Members, and upon dissolution, the Members shall look solely to the assets
of the Company.
ARTICLE IV
RIGHTS AND OBLIGATIONS OF MEMBERS
4.1. Names and Addresses of Member. The names, addresses, and Membership Interests of the
Members are as reflected in Schedule I attached and incorporated by reference, which Schedule shall be
as amended by the Company as of the effectiveness of any transfer or subsequent issuance of any
Membership Interest.
4.2. No Management by Members. The Members in their capacity as Members shall nottake
part in the management or control of the business, nor transact any business for the Company, nor shall
they have power to sign for or to bind the Company.
4.3. Election of Managers, Removal. The Members shall have the power by the action of a
Majority in Interest to elect a Person to serve as a Manager to replace any Manager no longer able to
serve in such capacity due to such Manager's death, resignation or the vote of a Majority in Interest of the
Members to remove such Manager. The Members shall also have the powerby the action of Majority in
Interest to remove a Manager for any reason.
4.4. Action by Members. Any action to be taken by the Members under the Act or this Agreement
may be taken (i) at a meeting of Members held on such terms, and after such notice as the Managers may
establish; provided, however, that notice of a meeting of Members must be given to all Members entitled to
vote at the meeting at least five (5) days before the date of the meeting or (ii) by written action of a Majority
in Interest of the Member$ provided, however, that any action requiring the consent of all Members under
this Agreement, the Act, or other applicable law taken by written action must be signed by all Members. A
Member may vote in person or by written proxy filed with the Company before or at the time of the meeting.
No notice need be given of action proposed to be taken by written action, or an approval given by written
action, unless specifically required by this Agreement, the Act, or other applicable law. Such written actions
must be kept with the records of the Company.
4.5. Limited Liability. The Members shall not be required to make any contribution to the capital
of the Company except as set forth in Article V, nor shall the Membership in their capacity as such be bound
by, or personally liable for, any expense, liability, or obligation of the Company except to the extent of their
interest in the Company and the obligation to return Distributions made to them under certain circumstances
as required by the Act. The Members shall be under no obligation to restore a deficit capital account upon
the dissolution of the Company or the liquidation of any of their Membership Interests.
4.6. Bankruptcy or Incapacity of a Member. A Member shall cease to have any power as a
Member or a Manager, any voting rights or rights of approvd hereunder upon death, bankruptcy
insolvency, dissolution, assignment for the benefit of creditors, or legal incapacity; and each Member, its
personal representative, estate, or successor upon the occurrence of any such event shall have only the
rights, powers, and privileges of a transferee enumerated in Section 8.4 and shall be liable for all
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obligations of such Member under this Agreement. In no event, however, shall a personal representative
or successor become a substitute Member unless the requirements of Section 8.3 are satisfied.
ARTICLE V
CAPITAL CONTRIBUTIONS AND LOANS
5.1. Initial Capital Contributions. Contemporaneously with the execution of this Agreement, the
Members have each contributed, or will contribute, cash to the Company in the respective amounts set forth
as the initial Capital Contribution opposite their names on Schedule I attached hereto.
5.2. Additional Funds. In the event that the Managers determine at any time (or from time to
time) that additional funds are required by the Company for or in respect of its business or to pay any of its
obligations, expenses, costs, liabilities, or expenditures (including, without limitation, any operating deficits),
then the Managers, in their sole discretion, may borrow all or part of such additional funds on behalf of the
Company, with interest payable at then -prevailing rates, from one or more of the Managers, Members, or
from commercial banks, savings and loan associations, or other commercial lending institutions.
5.3. Additional Capital Contributions. If the Managers determine that additional funds are required
for the purposes set forth in Section 5.2 of this Agreement and that all or any portion of such additional funds
should be contributed to the Company as additional Capital Contributions, the Managers may propose to
the Members that the Members make additional Capital Contributions. Upon unanimous agreement of the
Members to make such additional Capital Contributions the Members shall make the necessary additional
Capital Contributions to the Company in proportion to their respective Percentage Interests.
5.4. No Interest on Capital Contributions. No interest shall be paid on any contribution to the
capital of theCompany.
5.5. Capital Accounts. A Capital Account shall be established for each Member and shall be
credited with each Member's initial and any additional Capital Contributions. All contributions of property to
the Company by a Member shall be valued and credited to the Member's Capital Account at such property's
Gross Asset Value on the date of contribution. All distributions of property to a Member by the Company shall
be valued and debited against such Member's Capital Account at such property's Gross Asset Value on the
date of distribution. Each Member's Capital Account shall at all times be determined and maintained
pursuant to the principles of this Section 5.4 and Treasury Regulations Section 1.704- 1(b)(2)(iv). Each
Member's Capital Account shall be increased in accordance with such Regulations by:
(i) The amount of Profits allocated to the Member pursuant to this Agreement;
(ii) The amount of all Gains from Capital Transactions allocated to the Member
pursuant to this Agreement; and
(iii) The amount of any Company liabilities assumed by the Member or which are
secured by any Company Property distributed to such Member.
Each Member's capital account shall be decreased in accordance with such Regulations by:
(i) The amount of Losses allocated to the Member pursuant to this Agreement;
(ii) The amount of Company Cash Flow distributed to the Member pursuant to this
Agreement;
(iii) The amount of Company Sales Proceeds and Company Refinancing Proceeds
distributed to the Member pursuant to this Agreement; and
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(iv) The amount of any liabilities of the Member assumed by the Company or which
are secured by any property contributed by such Member to theCompany.
In addition, each Member's Capital Account shall be subject to such other adjustments as may be
required in order to comply with the capital account maintenance requirements of Section 704(b) of the
Code. In the event that the Managers shall determine that it is prudent to modify the manner in which the
Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to
liabilities that are secured by contributed or distributed property or that are assumed by the Company or the
Members), are computed in order to comply with such Treasury Regulations, the Managers may make such
modification, provided that it is not likely to have a material effect on the amounts distributable to any
Member upon dissolution of the Company. The Managers also shall (i) make any adjustments that are
necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount
of Company capital reflected on the Company's balance sheet, as computed for book purposes, in
accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g) and (ii) make any appropriate
modifications in the event unanticipated events might otherwise cause this Agreement not to comply with
Treasury Regulations Section 1.704-1(b).
ARTICLE VI
ALLOCATIONS, ELECTIONS, AND REPORTS
6.1. Profits and Losses.
(a) Except as otherwise provided herein, Profits and Losses of the Company and all
items of tax credit and tax preference shall be allocated among the Members in accordance with their
respective Percentage Interests. In the event the Percentage Interests vary during any Fiscal Year, Profits
and Losses and all items of tax credit and tax preference for such Fiscal Year shall be allocated among the
Members on a daily basis in accordance with their varying Percentage Interests during the Fiscal Year.
(b) Losses allocated pursuant to this Section 6.1 shall not exceed the maximum amount of
Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit
at the end of any Fiscal Year. In the event some but not all of the Members would have Adjusted Capital
Account Deficits as a consequence of an allocation of Losses pursuant to this Section 6.1, the limitation
set forth in this Section 6.1 shall be applied on a Member by Member basis so as to allocate the maximum
possible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the
Treasury Regulations.
6.2. Nonrecourse Deductions. Nonrecourse Deductions shall be allocated among the Members
in accordance with their respective Percentage Interests.
6.3. Member Nonrecourse Deductions. Any Member Nonrecourse Deductions shall be specially
allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt
to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations
Section 1.704-2(i).
6.4. Allocations Between Transferor and Transferee. In the event of the transfer of all or any part
of a Member's Membership Interest (in accordance with the provisions of this Agreement) at any time other
than at the end of a Fiscal Year, or the admission of a new Member (in accordance with the terms of this
Agreement), the transferring Member or new Member's share of the Company's income, gain, loss,
deductions, and credits, as computed both for accounting purposes and for federal income taxpurposes,
shall be allocated between the transferor Member and the transferee Member, or the new Member and the
other Members, as the case may be, in the same ratio as the number of days in such Fiscal Year before
and after the date of the transfer or admission; provided, however, that if there has been a sale or other
disposition of the assets of the Company (or any part thereof) during such Fiscal Year, then upon the mutual
agreement of all the Members (excluding the new Member and the transferring Member), the Company shall
treat the periods before and after the date of the transfer or admission as separate Fiscal Years and allocate
the Company's net income, gain, net loss, deductions, and credits for each of such
11

deemed separate Fiscal Years. Notwithstanding the foregoing, the Company's "allocable cash basis items,"
as that term is used in Section 706(d)(2)(B) of the Code, shall be allocated as required by Section 706(d)(2)
of the Code and the Treasury Regulations thereunder.
6,5. Gains from Capital Transactions. Gains from Capital Transactions during any Fiscal Year
shall be allocated as follows:
(a) First, to those Members whose Capital Accounts immediately prior to the Capital
Transaction were negative, in an amount sufficient to increase the Capital Accounts to zero, but in the event
sufficient gain is not recognized to do so, then among them pro rata in proportion to their negative Capital
Accounts;
(b) Second, to the Members in an amount equal to the difference between the
Company Sales Proceeds to be distributed to each of the Members as provided in Section 7.3 and the
Capital Accounts of each respective Member as adjusted (if necessary) by paragraph (a) above, but in the
event sufficient gain is not recognized to do so, then among the Members in an amount which, when credited
to the Capital Accounts of the Members, results in the Members' Capital Accounts' bearing the same ratio to
one another as the ratio of the distribution of Company Sales Proceeds to each of the Members, asprovided
in Section 7.3; and thereafter
(c) Any remaining gain shall be allocated among the Members in accordance with their
respective Percentage Interests as of the date of the Capital Transaction giving rise to the gain.
6.6. Contributed Property. In accordance with Code Section 704(c) and the Treasury
Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the
capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account
of any variation between the adjusted basis of such property to the Company for federal income tax purposes
and its initial Gross Asset Value at the time of contribution.
In the event the Gross Asset Value of any Company asset is adjusted pursuant to Section 2.1.23(i)
hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take
account of any variation between the adjusted basis of such asset for federal income tax purposes and its
Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations
thereunder.
Any elections or other decisions relating to such allocations shall be made by the Managers in any
manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this
Section 6.6 are solely for purposes of federal state, and local taxes and shall not affect, or in any way be
taken into account in computing, any Member's Capital Account or share of Profits, Losses, other items, or
Distributions pursuant to any provision of this Agreement.
6.7. Minimum Gain Chargeback. 1f there is a net decrease in Company Minimum Gain during any
Fiscal Year, each Member shall be specially allocated items of Company income and gain for such year
(and, if necessary, subsequent years) in an amount equal to such Member's share of the net decrease in
Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704- 2(g).
Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required
to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in
accordance with Treasury Regulations Sections 1.704-2(f) and 1.704-21-1)(2). This Section
6.7 is intended to comply with the minimum gain chargeback requirement in Treasury Regulation 1.704-
2(f) and shall be interpreted consistently therewith.
6.8. Member Minimum Gain Chargeback. If there is a net decrease in Member Minimum Gain
attributable to a Member Nonrecourse Debt, as defined in Treasury Regulations Section 1.704-2(i)(4),
during any Fiscal Year, each Member who has a share of the Member Minimum Gain attributable to such
Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5),
shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary,
12

subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Member
Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury
Regulations Section 1.704-2(i)(4) and (5). Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items
to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704- 2(i)(4). This
Section 6.8 is intended to comply with the Member Minimum Gain chargeback requirement in Treasury
Regulations Section 1.704(i)(4) and shall be interpreted consistently therewith.
6.9. Qualified Income Offset. If any Member unexpectedly receives an adjustment, allocation, or
distribution as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4) through (6) which causes or
increases a deficit capital account balance in such Member's Capital Account (as determined in accordance
with such Regulations) items of Company income and gain shall be specially allocated to each such Member
in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the
Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant
to this Section 6.9 shall be made if and only to the extent that such Member would have an Adjusted Capital
Account Deficit after all other allocations provided for in this Article VI have been tentatively made as if this
Section 6.9 were not in the Agreement. This provision is intended to be a "qualified income offset," as
defined in Treasury Regulation Section 1.704-1(b)(2)(ii)(d), such Regulations being specifically incorporated
herein by reference.
6.10. Gross Income Allocation. In the event any Member has a deficit Capital Account at the end
of any Company Fiscal Year which is in excess of the sum of (i) the amount such Member is obligated to
restore and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate
sentences of Treasury Regulations Sections 1.704-2(9)(1) and 1.704-2(i)(5), each such Member shall be
specially allocated items of Company income and gain in the amount of such excess as quickly as possible,
provided that an allocation pursuant to this Section 6.10 shall be made if and only to the extent that such
Member would have a deficit Capital Account in excess of such sum after all other allocations provided for
in this Article VI have been tentatively made as if this Section 6.10 and Section 6.9 hereof were not in this
Agreement.
6.11. Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any
Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury
Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations Section 1.704-1(b)(2)(iv)(n)(4), to be
taken into account in determining Capital Accounts as the result of a distribution to a Member in complete
liquidation of such Member's interest in the Company, the amount of such adjustment to the Capital
Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if
the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in
accordance with their interests in the Company in the event that Treasury Regulations Section 1.704-
1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Treasury
Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
6.12. Curative Allocations. The allocations set forth in Sections 6.1(b), 6.2, 6.3, 6.7, 6.8, 6.9, 6.10,
6.11 hereof (the "Regulatory Allocations") are intended to comply with certain requirements of the Treasury
Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be
offset either with other Regulatory Allocations or with special allocations of other items of Company income,
gain, loss or deduction pursuant to this Section 6.12. Therefore, notwithstanding any other provision of this
Article VI (other than the Regulatory Allocations), the Managers shall make such offsetting special allocations
of Company income, gain, loss, or deduction in whatever manner they determine appropriate so that, after
such offsetting allocations are made, each Member's Capital Account balance is, to the extent possible,
equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not
part of the Agreement and all Company items were allocated pursuant to Sections 6.1(a). In exercising their
discretion underthis Section 6.12, the Managers shall take into account future Regulatory Allocations under
Sections 6.7 and 6.8 that, although not yet made, are likely to offset other Regulatory Allocations previously
made under Sections 6.2 and 6.3.
13

6,13. Compliance with Treasury Regulations. The above prov1slons of this Article VI
notwithstanding, it is specifically understood that the Managers may, without the consent of any Members,
make such elections, tax allocations, and adjustments as the Managers deem necessary or appropriate to
maintain to the greatest extent possible the validity of the tax allocations set forth in this Agreement,
particularly with regard to Treasury Regulations under Code Section 704(b).
6,14. Tax Withholding. The Company shall be authorized to pay, on behalf of any Member, any
amounts to any federal, state, or local taxing authority, as may be necessary for the Company to comply
with tax withholding provisions of the Code or the North Carolina General Statutes or other income tax or
revenue laws of any taxing authority. To the extent the Company pays any such amounts that it may be
required to pay on behalf of a Member, such amounts shall be treated as a cash Distribution to such Member
and shall reduce the amount otherwise distributable to such Member.
ARTICLE VII
DISTRIBUTIONS
7.1. Company Cash Flow. The Company Cash Flow for each Fiscal Year, to the extent
available, shall be distributed to the Members at such times as are determined by the Managers in
accordance with the Members' respective Percentage Interests.
7.2. Company Refinancing Proceeds. Company Refinancing Proceeds, to the extent available,
shall be distributed to the Members within thirty (30) days of the Capital Transaction giving rise to such
proceeds, or earlier in the discretion of the Managers, in accordance with the Members' respective
Percentage Interests.
7.3. Company Sales Proceeds. Company Sales Proceeds to the extent availabiq shall be
distributed to the Members within thirty (30) days of the Capital Transaction giving rise to such proceeds, or
earlier in the discretion of the Managers, in accordance with the Members' respective Percentage
Interests.
7.4. Distributions in Liquidation. Upon liquidation of the Company, all of the Company's
Property shall be sold as provided in Section 10.2 and Profits and Losses allocated accordingly. Proceeds
from the liquidation of the Company shall be distributed in accordance with the provisions of Section 10.2.
7.6. Limitation upon Distributions. No Distribution shall be declared and paid if payment of such
Distribution would cause the Company to violate any limitation on distributions provided in the Act.
ARTICLE Vlll
TRANSFER OF INTERESTS AND ADMISSION OF MEMBERS
8.1. Restrictions on Transfer. Without the prior written consent of a Majority in Interest of the
Disinterested Members (which consent may be given or withheld in their sole discretion), (a) no Member
may voluntarily or involuntarily Transfer, or create or suffer to exist any Encumbrance against, all or any
part of such Member's record or beneficial interest in the Company and (b) no Person may be admitted to
the Company as a Member. Except for withdrawals in connection with a Transfer of a Membership Interest
permitted by this Agreement, no Member may withdraw from the Company without the consent of the
Majority in Interest of the Disinterested Members.
8.2. Conditions Precedent to Transfers. Any purported Transfer or Encumbrance otherwise
complying with Section 8.1 will be ineffective until the transferor and transferee of the interest furnish to the
Company the instruments and assurances the Managers may request, including, without limitation, if
requested, an opinion of counsel satisfactory to the Company that the interest in the Company being
Transferred or Encumbered has been registered or is exempt from registration under the Securities Act of
1933, as amended (the "Securities Act"), and applicable state securities laws. No Transfer or Encumbrance
will be effective if it would result in the "termination" of the Company under Section 708 of the Code unless all
of the Managers give their prior written consent to the Transfer or Encumbrance. If a
14

Manager is a transferor, the approval required by this Section 8.2 will be the approval of a Majority in
Interest of the Disinterested Members.
8.3. Substituted Members. No assignee or transferee of a Membership Interest shall be admitted
as a substituted Member of the Company unless, in addition to compliance with the conditions set forth in
Section 8.2, all of the following conditions are satisfied:
(a) The assignee or transferee has executed and delivered all documents deemed
appropriate by the Managers to reflect such Person's admission to the Company and agreement to be bound
by this Agreement;
(b) A Majority in Interest of the Disinterested Members shall have consented in writing
to such substitution, the granting or denial of which shall be in the sole discretion of such Disinterested
Members; and
(c) If requested by the Managers, payment has been made to the Company of all costs
and expenses of admitting such transferee or assignee as a substituted Member.
8.4. Rights of Transferee. Unless admitted to the Company in accordance with Section 8.3, the
transferee of a Membership Interest or a part thereof shall not be entitled to any of the rights, powers, or
privileges of its predecessor in interest, except that such transferee shall be entitled to receive and be
credited or debited with its proportionate share of Profits, Losses, Gains from Capital Transactions, Company
Cash Flow, Company Sales Proceeds, Company Refinancing Proceeds, and Distributions in liquidation.
ARTICLE IX
BUY -SELL
9.1. Buy -Sell. Each of the following events shall constitute a "Buy -Sell Event" under this
Agreement:
(a) The death, declaration of legal incompetence or dissolution and winding up of a
Member;
(b) A judicial determination of the insolvency of any Member;
(c) Any filing of a petition or suit under the bankruptcy laws by or against a Member
that is not dismissed within sixty (60) days;
(d) Any purported voluntary or involuntary Transfer or Encumbrance of all or any part
of a Member's Membership Interest in a manner not expressly permitted by this Agreement;
(e) Any material breach of this Agreement by a Member which is not cured within ten
(10) daysafter written notice of such breach is given to the Member by the Company;
(f) Any withdrawal by a Member from the Company other than as may be expressly
permitted by this Agreement.
9.2. Buy -Sell Notice. Upon the occurrence of a Buy -Sell Event, the Member to whom such event
has occurred (the "Withdrawing Member"), or its executor, administrator, or other legal representative in the
event of death or declaration of legal incompetency, shall give notice of the Buy -Sell Event (the "Buy -Sell
Notice") to the other Members within ten (10) days after its occurrence. If the Withdrawing Member fails to
give the Buy -Sell Notice, any other Member (other than a Withdrawing Member) may give the notice at any
time thereafter and by so doing commence the buy -sell procedure provided for in this Article IX.
15

9.3. Member's Purchase Option. Upon the occurrence of a Buy -Sell Event, each of the
Members, except the Withdrawing Member and any other Withdrawing Member, shall have an option to
purchase (the"PurchaseOption") the Withdrawing Member's Membership Interest at Closing on the terms
and conditions set forth in this Article IX. This right will be allocated among the Members who elect to
purchase (the Purchasing Members") in the proportion they mutually agree upon, or, in the absence of
agreement, in the ratio that each of the Purchasing Member's Percentage Interest bears to the aggregate
Percentage Interests of all Purchasing Members. The Purchasing Members must give notice of their
election to exercise their Purchase Option to the Withdrawing Memberand all other Members within thirty
(30) days following delivery of the Buy -Sell Notice.
9.4. Assignment of Purchase Option. If, at the occurrence of a Buy -Sell Event, there exist only
two (2) then -current Members (including the Withdrawing Member), the Member that is not withdrawing
shall have the option during the thirty (30) day period set forth in Section 9.3 to assign all or part of its
Purchase Option to any Person other than the Withdrawing Member (the "Purchase Option Assignee") by
notifying the Withdrawing Member and the Company of such assignment in writing. After delivery of such
notice, the Purchase Option Assignee shall have the option to purchase the Withdrawing Member's
Membership Interest (to the extent so assigned) on the same terms and conditions as would apply to the
Member from which the Purchase Option was assigned; provided, however, that the Purchase Option
Assignee shall not have the rights of assignment set forth in this Section 9.4. Notwithstanding any other
provision of Article VIII or this Article IX, any Purchase Option Assignee which exercises its Purchase
Option, as provided herein, (i) shall only have those rights as specified in Section 8.4 above, (ii) shall not be
admitted as a substitute Member without full compliance with Section 8.3 and (iii) shall be subject to the
Buy -Sell restrictions imposed under this Article IX. In the event the Purchase Option Assignee does not
exercise the Purchase Option, the Purchase Option Assignee shall have no further rights under this
Agreement.
9.5. Agreement on Valuation. Unless otherwise agreed in writing by the purchaser(s) and seller
within sixty (60) days of the receipt of a Buy -Sell Notice, the purchase price for the Withdrawing Member's
Membership Interest shall be determined by a single appraisal of the value of the Withdrawing Member's
Membership Interest, as of the date the Buy -Sell Event occurred, made by an appraiser agreed upon by the
purchaser(s) and seller, which appraisal shall be final. If the parties cannot agree on a single appraiser, the
purchase price shall be determined by three appraisers, one selected by the purchaser(s), one selected by
the seller, and the third selected by the two appraisers. The value determined as of the date of the Buy -Sell
Event by a majority of the appraisers will be final. The costs of appraisal shall be borne equally between the
purchaser(s) as a group and the seller. The purchase price to be paid for the Withdrawing Member's
Membership Interest will be reduced by the amount of any distributions made by the Company to the
Withdrawing Member from the date the Buy -Sell Event occurred with respect to the Withdrawing Member to
the Closing.
9.6. Closing. The closing (the "Closing") of the purchase of any Membership Interest pursuant
to this Article IX shall take place on the date agreed upon by the purchaser(s) and seller, but not later than
ninety (90) days after the delivery of the Buy -Sell Notice. The purchase price for each Membership
Interest being purchased will be payable in full in cash at Closing. The purchase price will bear interest
from the date of the occurrence of the Buy -Sell Event until the Closing at an interest rate equal to the
prime rate published in the Wall StreetJoumal, last published prior to the occurrence of the Buy- Sell Event.
Upon payment of the purchase price, the Member selling its Membership Interest shall execute and
deliver such assignments and other instruments as may be reasonably necessary to evidence and carry
out the transfer of its Membership Interest to the purchaser(s.) In connection with the sale of any
Membership Interest under this Article IX, unless otherwise agreed by the purchaser(s)and seller, the
purchaser(s) will assume the seller's allocable portion of Company obligations to the extent related to
the transferred interest as well as the seller's individual obligations to the extent related to the transferred
interest, other than income tax liabilities of the seller. Notwithstanding any other provision of Article VIII
or this Article IX, any transferee, assignee, or purchaser of a Member's interest, as provided herein, shall
only have those rights as specified in Section 8.4 above, and shall not be admitted as a substitute
Member without full compliance with Section 8.3.
im

9.7. Effect of the Rule Against Perpetuities. Notwithstanding any other provision of this
Agreement, all options and rights to purchase or sell created by this Agreement shall expire on the later of
(a) twenty-one (21) years after the death of the last remaining child, living as of the date of this Agreement,
of any Member who is a member of the Company at the time of its organization, or (b) twenty- one (21)
years after the death of the last to die of the individual Members who are members of the Company at the
time of its organization.
9.8. Effect on Withdrawing Member's Interest. From the date of the occurrence of the Buy- Sell
Event to the earlier of (i) ninety (90) days after delivery of the Buy -Sell Notice, or (ii) the date of the transfer
of the Withdrawing Member's Membership Interest underthis Article IX, the Membership Interest represented
by the Withdrawing Members Membership Interest will be excluded from any calculation of aggregate
Membership Interests for purposes of any approval required of Members under this Agreement. Without
limiting the generality of any other provision of this Agreement, upon the exercise of the Purchase Option,
the Withdrawing Member, without further action, will have no rights in the Company or against the Company,
any Member or any Manager other than the right to receive payment for its Membership Interest in
accordance with this Article IX.
9.9. Failure to Exercise Purchase Option. In the event the Members or Purchase Option Assignee,
if any, do not exercise their Purchase Options, the Withdrawing Member or its executor, administrator, or
other legal representative in the event of death or declaration of legal incompetency, may transfer its
economic rights in the Membership Interest of the Withdrawing Member to any Person; provided, however
that any transferee of the Withdrawing Member's Membership Interest, as provided herein, (i) shall only
have those rights as specified in Section 8.4, (ii) shall not be admitted as a substitute Member without full
compliance with Section 8.3 and (iii) shall be subject to the Buy -Sell restrictions
imposed under this Article 1X.
9.10 Transfers forEstate-Planning Purposes. Notwithstanding anything to the contrary in
this Article IX or elsewhere within this Agreement, it is hereby agreed that a Member may assign and/ or
transfer his Membership Interest to a trust or family limited partnership that is set up for such Member's
estate -planning purposes, without any need to obtain Member approval; however, upon such Member's
death, his death shall continue to constitute a "Buy -Sell Event", as set forth in Section 9.1(a) above."
ARTICLEX
DISSOLUTION AND LIQUIDATION OF THE COMPANY
10.1. Dissolution Events. The happening of an event of withdrawal with respect to a Member
shall not cause the dissolution of the Company. The Company will only be dissolved upon the happening
of any of the following events:
(a) All or substantially all of the assets of the Company are sold, exchanged, or
otherwise transferred (unless the Managers notify the Members that they have elected to continue the
business of the Company, in which event the Company will continue until the Managers give notice that they
elect to dissolve the Company);
(b) All Members sign a document stating their election to dissolve the Company;
(c) The entry of a final judgment, order, or decree of a court of competent jurisdiction
adjudicating the Company to be bankrupt and the expiration without appeal of the period, if any, allowed by
applicable law in which to appeal;
(d) The expiration of the term of the Company as set forth in Section 1.6; or
(e) The entry of a decree of judicial dissolution or the issuance of a certificate for
administrative dissolution under the Act.
17

10.2 . Liquidation. Upon the happening of any of the events specified in Section 10.1, the Managers,
or any liquidating trustee elected by the Members, will commence as promptly as practicable to wind up the
Company's affairs unless the Managers or the liquidating trustee (either, the "Liquidator") determines that
an immediate liquidation of Company assets would cause undue loss to the Company, in which event the
liquidation may be deferred for a time determined by the Liquidator to be appropriate. Assets of the
Company may be liquidated ordistributed in kind, as the Liquidator determines to be appropriate. The
Members will continue to share Company Cash Flow, Profits, and Losses during the period of liquidation in
the manner set forth in Articles VI and VII. The proceeds from liquidation of the Company, including
repayment of any debts of Members to the Company, and any Company assets that are not sold in
connection with the liquidation will be applied in the following order of priority:
(a) . To payment of the debts and satisfaction of the other obligations of the Company,
including, without limitation, debts and obligations to Members;
(b) To the establishment of any reserves deemed appropriate by the Liquidator for any
liabilities or obligations of the Company, which reserves will be held for the purpose of paying liabilities or
obligations and, at the expiration of a period the Liquidator deems appropriate, will be distributed in the
manner provided in Section 10.2(c); and thereafter
(c) To the payment to the Members of the positive balances in their respective Capital
Accounts, pro rats, in proportion to the positive balances in those Capital Accounts after giving effect to all
allocations under Article VI and all distributions under Article VII for all prior periods, including the period
during which the process of liquidation occurs.
10.3. Articles of Dissolution. Upon the dissolution and commencement of the winding up of the
Company, the Managers shall cause Articles of Dissolution to be executed on behalf of the Company and
filed with the Secretary of State, and the Managers shall execute, acknowledge, and file any and all other
instruments necessary or appropriate to reflect the dissolution of the Company.
ARTICLE Xl
MISCELLANEOUS
11.1. Other Activities of Members and Managers. Any Member and its Affiliates and the Manager
and its Affiliates may engage in or possess an interest in other business ventures of any nature or
description, independently or with others, including, but not limited to, the real estate business in all its
phases, which shall include, without limitation, ownership, operation, management, syndication, and
development of real property, whether the same are competitive with the activities of the Company, or other
otherwise, without having or incurring any obligation to offer any interest in such activities to the Company
or any Member and neither the company nor any Member or Manager shall have any rights in or to such
independent ventures or the income or profits derived therefrom by virtue of this Agreement.
11.2. Records. The records of the Company will be maintained at the Company's principal
place of business, or at such other place selected by the Managers provided that the Company keep at its
principal place of business the records required by the Act to be maintained there. Appropriate records in
reasonable detail will be maintained to reflect income tax information for the Members. Each Member, at
such Member's expense, may inspect and make copies of the records maintained by the Company and
may require an audit of the books of account maintained by the Company to be conducted by independent
accountants for the Company.
11.3. Reserves. The Managers may cause the Company to create reasonable reserve accounts
to be used exclusively to fund Company operating deficits and for any other valid Company purpose. The
Manages shall in their sole discretion determis the amount of payments to such reserve
accounts,
11.4. Notices. The Managers will notify the Members of any change in the name, principal or
registered office or registered agent of the Company. Any notice or other communication required by this
18

Agreement must be in writing. Notices and other communications will be deemed to have been given when
delivered by hand or dispatched by means of electronic facsimile transmission or nationally recognized air
courier, or on the third business day after being deposited in the United States mail, postage prepaid. In
each case, notice hereunder shall be addressed to the Member to whom the notice is intended to be given
at such Member's address set forth on Schedule I to this Agreement or, in the case of the Company, to its
principal place of business. A Member may change its notice address by notice in writing to the Company
and to each other Member given in accordance with this Section 11.3.
11.5. Amendments. No provision of this Agreement or the Articles of Organization may be
amended, nor will any waiver of any term of this Agreement be effective, unless in writing and signed by all
Managers and by a Majority in Interest of the Members; provided, however, that any provision of this
Agreement requiring the consent, approval, or action of more than a Majority in Interest of the Members (or
any provision of the Articles of Organization effecting any such provision of this Agreement) may only be
amended or waived by a written action signed by all Managers and by Members holding the required
percentage of Membership Interests.
11.6. Additional Documents. Each party hereto agrees to execute and acknowledge all documents
and writings which the Managers may deem necessary or expedient in the creation of the Company and
the achievement of its purposes, including, but not limited to, Articles of Organization and any amendments
or cancellation thereof.
11.7. Representations of Members. Each Member represents and warrants to the Company
and every other Member that such it (i) is fully aware of, and is capable of bearing,the risks relating to an
investment in the Company; (ii) understands that its interest in the Company has not been registered
under the Securities Actor the securities law of any jurisdiction in reliance upon exemptions contained in
those laws; and (III) has acquired its interest in the Company for its own account, with the intention of
holding the interest for investment and without any intention of participating directly or indirectly in any
redistribution orresale of any portion of the interest in violation of the Securities Act or any applicable law.
11.8. Intentionally Deleted.
11.9. Survival of Rights. Except as otherwise provided herein, this Agreement shall be binding
upon and inure to the benefit of the parties, their successors and assigns,
11.10. Interpretation and Governing Law. When the context in which words are used in this
Agreement indicates that such is the intent, words in the singular number shall include the plural and vice
versa. The masculine gender shall include the feminine and neuter. The Article and Section headings or
titles shall not define, limit, extend or interpret`the scope of this Agreement or any particular Article or
Section. This Agreement shall be governed and construed in accordance with the laws of the State of
North Carolina without giving effect to the conflicts of laws provisions thereof.
11.11. Severability. If any provision sentencQ phrase, or word of this Agreement or the
application thereof to any person or circumstance shall be held invalid, the remainder of this Agreement, or
the application of such provision, sentence, phrase, or word to persons or circumstances, other than those
as to which it is held invalid, shall not be affected thereby.
11.12. Agreement in Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, and all of which shall constitute one and the same instrument.
In addition, this Agreement may contain more than one counterpart of the signature pages and this
Agreement may be executed by the affixing of the signatures of each of the Members to one of such
counterpart signature pages; all of such signature pages shall be read as though one, and they shall have
the same force and effect as though all of the signers had signed a single signature page.
11.13. Tax Matters Partner. For purposes of this Agreement, the Managers shall designate one
Member as the Tax Matters Partner as required by the Code and Treasury Regulations. D. Ralph Huff III shall
be the Tax Matters Partner.
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11.14. Creditors Not Benefited. Nothing in this Agreement is intended to benefit any creditor of the
Company or of any Member. No creditor of the Company or of any Member will be entitled to require the Managers
to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the
Company or any Member may have against a Member, whether arising under this Agreement or otherwise.
11.15. Dispute Resolution. In the event a dispute shall arise between the Managers or Members of
the Company, the Managers and Members agree that Tim Milam of Wilmington, NC, known to both parties, shall
serves as the tie -breaking vote.
IN WITNESS WHEREOF, the undersigned, being all of the Managers and Members of the Company,
have caused this Agreement to be duly adopted by the Company and do hereby assume and agree to be bound
by and to perform all of the terms and provisions set forth in this Agreement. This Agreement shall have an
effective date of April 15, 2020.
1 and Restated
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SCHEDULEI
Names & Addresses
Initial Capital
Membership
Voting
Of Members
Contributions
Interests
Interests
Michael J. Rokoski
$100.00
50%
50%
PO Box 1388
Hampstead, NC 28443
D. Ralph Huff III, Trustee of the $100.00 50% 50%
D. Ralph Huff III Trust dated July 8, 2008,
As Amended and Restated
2919 Breezewood Ave., Suite 400
Fayetteville, NC 28303
TOTALS: $200.00 100% 100%
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