SW7111005_HISTORICAL FILE_20111014

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nttp://www.secret.ary.state.ne.us/corporati oils/Corp,aspx?Pi temld=9640778
North Carolina
Elaine F. Marshall DEPARTMENT oFTHE
Secretary SECRETARY OF STATE
PO Box 29e22 Raleigh, NC 27626-0622 [phone]
Date: 8/17/2011
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Corporation Names
Name
Name Type
NC PINE ISLAND
RESERVE, LLC
LEGAL
Limited Liability Company Information
SOSID:
1176828
Status:
Current -Active
Effective Date:
11/22/2010
Dissolution Date:
Annual Report Due Date:
4/15/2011
Citizenship:
DOMESTIC
State of Inc.:
NC
Duration:
PERPETUAL
Annual Report Status:
CURRENT
Registered Agent
Agent Name:
KHOURY, DANIEL D.
Office Address:
101 SIR WALTER RALEIGH STREET #305
MANTEO NC 27954
Mailing Address:
305 ESSEX SQUARE
MANTEO NC 27954
Principal Office
Office Address:
1314 S. CROATAN HWY., SUITE 301
KILL DEVIL HILLS NC 27948
Mailing Address:
P 0 BOX 90
KILL DEVIL HILLS NC 27948
Officers
Title:
M EM BE R/MANAG E R
Name:
OOROLLAHOLDING, LLC
Business Address:
P 0 BOX 90
KILL DEVIL HILLS NC 27948
Title:
MEMBER/MANAGER
Name:
TP RESERVE, LLC
RECEIVED
OCT 14 2011
DWQ-WAR®
)f2
8/17/2011 1:38 P,NI

North Carolina Secretary of State http://www.secretary.state.ne.us/corporations/Corp.aspx?Pitenild=9640778
Business Address: 1100-C S. STRATFORD ROAD SUITE 300
WINSTON SALEM NC 27103
This website is provided to the public as a part of the Secretary of State Knowledge Base (SOSKB) system. Version:
668
t2
8/17/20I t 1:38 PM

.North Carolina Secretary of State
Page I of I
North Carolina
Elaine F. Marshall DEPARTMENT OFTH=
Secretary SECRETARY OF STATE
PO Box 29622 Raleigh, INC 27626-0622 (919A07-2000
Date: 9/28/2011
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Corporation Names
Name Name Type
KIc COROLLA LEGAL
HOLDING, LLC
Limited Liability Company Information
SOSID:
1175700
Status:
Current -Active
Effective Date:
11/15/2010
Dissolution Date:
Annual Report Due
4/15/2011
Date:
Citizenship:
DOMESTIC
State of Inc.:
NC
Duration:
PERPETUAL
Annual Report Status:
CURRENT
Registered Agent
Agent Name:
KHOURY, DANIEL D.
Office Address:
101 SIR WALTER RALEIGH STREET, #305
MANTEO NC 27954
Mailing Address:
Principal Office
305 ESSEX SQUARE
MANTEO NC 27954
Office Address:
1314 S. CROATAN HWY, SUITE 301
KILL DEVIL HILLS NC 27948
Mailing Address:
P O BOX 90
KILL DEVIL HILLS NC 27948
Officers
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1023
http://www.secretary.state.nc. us/corporations/Corp.aspx?Pitein 1c1=9636331 9/28/201 1

CA201108201227
SOSID: 1175700
Date Filet]: 3/23/2011 12:05:00 PM
r • Elaine F. Marshall
t? LIMITED LIABILITY COMPANY ANNUAL RLNorth Carolina Seerehlq of State
CA2111 I IIR2111227
NAME OF LIMITED LIABILITY COMPANY: Corolla Holding, LLC
SECRETARY OF STATE ID NUMBER: 1175700 STATE OF FORMATION: NC Fang Oats Use Onty
REPORT FOR THE YEAR: 2011
SECTION A: REGISTERED AGENTS INFORMATION Changes
1. NAME OF REGISTERED AGENT: Daniel D. Khoury
2. SIGNATURE OF THE NEW REGISTERED AGENT:
3. REGISTERED OFFICE STREET ADDRESS & COUNTY
101 Sir Waiter Raleigh Street, #305
SIGNATURE CONSTITUTES CONSENT TO THE APPOINTMENT
4. REGISTERED OFFICE MAILING ADDRESS
305 Essex Square
Manteo, NC 279S4 Dare Manteo, NC 27954
1. DESCRIPTION OF NATURE OF BUSINESS: Recall Z-VAa
2. PRINCIPAL OFFICE PHONE NUMBER: '252-uul _9ao3 3. PRINCIPAL OFFICE EMAIL: P,$UFTp . (.ofA
4. PRINCIPAL OFFICE STREET ADDRESS S COUNTY 5. PRINCIPAL OFFICE MAILING ADDRESS
k1N
S:CftPgAV -Nw!o
S.t 301
P•0. Berl 90
�'iLL.
D�1/tl. -NILLs
f 7Jc
2'lq 4g
KILL. ��V1t, -NtLLc NC 2"19LAW
SECTION C: MANA RSIM MB RS/ORGANIZER (Enter additional Managers/Members/Organizers in Section E.)
NAME:10MMG 90,^c mzyb�LLc NAME:
TITLE: M�bNT i%2 0.Q>r TITLE:
ADDRESS: P. D &*. c10 ADDRESS:
_kiU Dej2 KA& Tlr 21au
NAME:
TITLE:
ADDRESS:
SECTION D: CERTIFICATION OF ANNUAL REPORT Section D must be completed in its entirely by a persontbusiness entry.
SIGNATURE
Form must be signed bf. Manegeoblember listed antler Section C of this farm.
Print W Type Name of ManagerfMember
g-15-'�I1
DATE
Menl_TDa�, rwm r^ Pa r1Y1e�, Ltd
TITLE
THIS ENTITY DOES NOT QUALIFY FOR THE 2011 ANNUAL REPORT FILING FEE EXEMPTION GRANTED UNDER SL2010-31
SUBMIT THIS.M NUAL R EPORTWTH TH E ISEQUIBEDFI A FEE OF S200
MAIL TO: Secretary of Slate, Corporations DNnlon, Port Office Box 29525. Raleigh, NC 27626-0525

IWIrth Carolina Secretary of State
Page I of 1
North Carolina
Elaine F. Marshall DEPARTMENT OI= THEE
Secretary SECRETARY OF STATE
PO Box 29622 Raleigh. INC 2762"622 (919)E07-2000
Date: 9/28/2011
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View Document Filings I Sign Up for E-Notifications
'JI Pre -populated Annual Report Fillable PDF Form I File an Annual Report
CJorporation Names
Name Name Type
�NC OMMG PARTNERS. LLC LEGAL
Limited Liability Company Information
SOSID:
1175699
Status:
Current -Active
Effective Date:
11/15/2010
Dissolution Date:
Annual Report Due
4/15/2011
Date:
Citizenship:
DOMESTIC
State of Inc.:
NC
Duration: .
PERPETUAL
Annual Report Status:
CURRENT
Registered Agent
Agent Name:
KHOURY, DANIEL D.
Office Address:
101 SIR WALTER RALEIGH STREET, #305
MANTEO NC 27954
Mailing Address: 305 ESSEX SQUARE
MANTEO NC 27954
Principal Office
Office Address:
1314 S. CROATAN HWY., SUITE 301
KILL DEVIL HILLS NC 27948
Mailing Address:
PO BOX 90
KILL DEVIL HILLS NC 27948
Officers
Title:
MEMBER/ MANAGER
Name:
13MIT_GUP_TA
Business Address:
PO BOX 90
KILL DEVIL HILLS NC 27948
Title: M EMBERIMANAGER
Name: SUMIT GUPTA
Business Address: PO BOX 90
KILL DEVIL HILLS NC 27948
This website is provided to the public as a part of the Secretary of State Knowledge Base (SOSKB) system. Version:
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littp://www.secret,iry.state.iic. us/corporations/Corp.aspx?P item1d=9636326 9/28/201 1

CA201108201200
7Filed:
SI D: 1175699
Date/23/2011 11:58:00 AM
ANNUAL e F. Marshall
Norina Secrct:ny of State
CA201//08201200
NAME OF LIMITED LIABILITY COMPANY: OMMG Pertoers, LLC
SECRETARY OF STATE ID NUMBER: 1175699 STATE OF FORMATION: NC FulreomraD.eDrily
REPORT FOR THE YEAR: 2011
SECTION A: REGISTERED A - NrS INFORMATION Changes
1. NAME OF REGISTERED AGENT: Daniel D. KhourY
f' LIMITED LIABILITY COMPANY
2. SIGNATURE OF THE NEW REGISTERED AGENT:
3. REGISTERED OFFICE STREET ADDRESS & COUNTY
101 Sir Walter Raleigh Street, R30S
Manteo, NC 27954 Dare
SIGNATURE CONSTITUTES CONSENT TO THE APPOINTMENT
4. REGISTERED OFFICE MAILING ADDRESS
305 Essex Square
Manfred, NC 27954
1. DESCRIPTION OF NATURE OF BUSINESS: REAL- F S. TA'S *- TNLVES Tme) -r
2. PRINCIPAL OFFICE PHONE NUMBER: rZs'Z-LLLLI -9003 3. PRINCIPAL OFFICE EMAIL: PEsU PTA A %C(I Sk6A . (a,
4. PRINCIPAL OFFICE STREET ADDRESS & COUNTY 5. PRINCIPAL OFFICE MAILING ADDRESS
VS14 S.
CRontA*) ±!tN t.,
.S..Lot 301
P. O.
(6-,
qo
kli-L DEVIL-
+L.LLi
1Jc-L'lott.At
'N%VIL.
'A.LLt r NC -L)OIA01
r
_i�tLL
SECTION C: MANA -RIM MBERCIORGANI FRS (Enter additional Managers/Members/Organizers in Section E.)
NAME: (A'MlT L�UPTP-T NAME: 3umfiT GUFTA NAME:
TITLE: mer,.'lazY mckhaee.i TITLE: _Mey.,.'iX,r�MGW�W TITLE:
ADDRESS: 9. O. 5(n'x qC, ADDRESS: �i, d . (3qo ADDRESS:
kiLt_ oFAL_ -kil- > �%LL INiML. WILLS
Nc 2n9y4 NCylg4%
SECTION D: CERTIFIC F UAL REPORT. Section D must be completed in its entirety by a person/business entity.
f� 3-IS-">gll
SIGN TURE GATE
Form must be signed by a ManagerNember listed under Section C of this farm,
N"IT C u(rh
Print or Type Name of Manager/Member TITLE
THIS ENTITY DOES NOT QUALIFY FOR THE 2011 ANNUAL REPORT FILING FEE EXEMPTION GRANTED UNDER SL2010-31
SUBMIT THIS AN NIJAL R 5EQBI YVrrH THE grot 11RED FIUNG FTF OF$200
MAIL TO: Swear, of State, Corporations Division, Post Office Box 29525• Raleigh, NC 27625,0525

;.North Carolina Secretary of State
Pagel of 2
North Carolina
Elaine F. Marshall DEPARTMENT OF THE
Secretary SECRETARY OF STATE
PO Box 29622 Raleigh, NC 27626-0622 (919)607--,000
Date: 9/28/2011
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J Pre -populated Annual Report Fillable PDF Form I File an Annual Report I
Corporation Names
Name-----------7
Name Type
NC OM MANAGEMENT
GROUP, LLCJ
LEGAL
Limited Liability Company Information
SOSID:
0774739
Status:
Current -Active
Effective Date:
3/30/2005
Dissolution Date:
RECEIVED
Annual Report Due
Date:
OCT 14 2011
Citizenship:
DOMESTIC
State of Inc.:
NC
Duration:
Annual Report Status:
PERPETUAL
CURRENT
�n�QR
®-/ ll
Registered Agent
vc d V
V tltsC
Agent Name:
PLAUT, CATHLEEN M
Office Address:
2500 TWO HANNOVER SQUARE
RALEIGH NC 27601
Mailing Address:
P.O. BOX 1351
RALEIGH NC 27602
Principal Office
Office Address:
1314 S CROATAN HWY SUITE 301
KILL DEVIL HILLS NC 27948
Mailing Address: P 0 BOX 90
KILL DEVIL HILLS NC 27948
Officers
Title: MANAGER/MEMBER
Name: PREM GUPTA
Business Address: P 0 BOX 90
KILL DEVIL HILLS NC 27948
Title: MANAGER/MEMBER
Name: 1UAMI"G-GUPTA
Business Address: P 0 BOX 90
KILL DEVIL HILLS NC 27948
Title: MANAGER/MEMBER
Name: SUMIT GUPTA
http://www.secretaiy.state.iic.us/corporations/Corp.aspx?Piternlc1=7721731 9/28/201 1

-_North Carolina Secretary of State Page 2 of 2
Business Address: P 0 BOX 90
KILL DEVIL HILLS NC 27948
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http://www.secretai-y.state.nc.us/corporations/Corl).aspx?Pitemlcl=7721731 9/28/201 1

SOSID: (1774739
Date Filed: 5/4/2011 8:20:00 AM
0 LIMITED LIABILITY COMPANY ANNUAL RE Elaine F. ecreta R
North Carolina Scerchrnof'State
CA201112400055
NAME OF LIMITED LIABILITY COMPANY: OM Management Group, LLC
SECRETARY OF STATE ID NUMBER: 0774739
STATE OF FORMATION: NC r"'ooao,UeiO"r
2011 ANNUAL REPORT
PER S1.2010-31, NO PAYMENT
REPORT FOR THE YEAR: 2011
IS DUE FOR THE 2011
ANNUAL REPORT FILING,
DO NOT SUBMIT PAYMENT.
SECTION A: REGISTERED AGENTS INFORMATION
Charges
1. NAME OF REGISTERED AGENT: CATHLEEN M PLAUT
2. SIGNATURE OF THE NEW REGISTERED AGENT:
SIGNATURE CONSTITUTES CONSENT TO THE APPOINTMENT
3. REGISTERED OFFICE STREET ADDRESS R COUNTY
4. REGISTERED OFFICE MAILING ADDRESS
2500 Two Hannover Square
P.O. Box 13S1
Raleigh, NC 27601 Wake
. Raleigh, NC 27602
1. DESCRIPTION OF NATURE OF BUSINESS: management company
2. PRINCIPAL OFFICE PHONE NUMBER: [phone] 3. PRINCIPAL OFFICE EMAIL:
4. PRINCIPAL OFFICE STREET ADDRESS 3 COUNTY 6. PRINCIPAL OFFICE MAILING ADDRESS
1314 S Croatan Hwy Suite 301 P O Box 90
Kill Devil Hills, NC 27948 Dare
Kill Devil Hills, NC 27948
SECTION C: MANIAGERSMEMBERSIORGANIZERS (Enter additional ManagemNembers/Organ¢em in Section E.)
NAME:
Prem Gupta
NAME: Amit Gupta
NAME:
Sumit Gupta
TITLE:
manager/member
TITLE: Manager/member
TITLE:
Manager/member
ADDRESS:
P 0 Box 90
Kill Devil Hills, NC 27948
ADDRESS:
P O Box 90
1011 Devil Hills, NC 27948
ADDRESS:
P 0 Box 90
Kill Devil Hills, NC 27948
SECTION D: CERTIFICATION NUAI., REPORT, Section D must be completed in its entirety by a personibusiness entity.
31151-Lo11
GN RE DATE
Form must be s4neE b ene9er ales under Sectim C of this form.
B2s--M QUPrA I'\pmber! /Namg!oRa,
Print or Type Name of ManesenMember I TITLE
MAIL TO: SNeorstery of Slate, Corparebma Division. Post Office Bo: 29525, Rstelgh. NC 27626-0525

Quible
Quible & Associates, P.C.
ENGINEERING • ENVIRONMENTAL SCIENCES • PLANNING • SURVEYING
SINCE 1959
October 12, 2011
Samir Dumpor
NCDLNR
Division of Water Quality
943 Washington Square Mall
Washington, North Carolina 27889
Re: Stormwater Management Plan (High Density Application)
Pine Island Reserve - Tract B
Poplar Branch Township, Currituck County
Dear Samir:
P.O. Drawer 970
Kitty Hawk INC 27949
Plane: 252-261-3300
Fax: 252-261 '1260
Web: quible.com
RECEIVED
OCT 14 2011
DWQ-WARO
On Behalf of Pine Island Reserve, LLC, Quible & Associates, P.C. hereby submits for review and
approval a High Density Stormwater Management Permit Application package for the above referenced
proposed 9-lot residential subdivision in Currituck County. The project falls within the high density
classification. The enclosed narrative will explain in detail the Stormwater management of this site.
The following items are included and shall be considered part of this submittal package:
1. Review Pee Check for $505.00
2. Two (2) copies of the Stormwater Management Permit Application Form w/one (1) copy
each of the Infiltration Basin Supplement
3. One (1) copy (original signature) of the Infiltration Basin Operation and Maintenance Agreement
4. Stormwater Management Plan Narrative
5. Property Deed and Purchase Agreement
6. NC Secretary of State print-out for Pine Island Reserve, LLC
7. USGS quad excerpt with property identified.
8. 'Two (2) copies of the Plan Sheets 1-9
If you have any questions, or require any additional information, please do not hesitate to contact me at
[phone].
Sincerely,
Quible & Associates, P.C.
Derek A. Dail, P.G.
encl: as stated
cc: Amit Gupta, Pine Island Reserve, I.LC

ASSIGNMENT OF AGREEMENT
FOR PURCHASE AND, SALE OF REAL PROPERTY
THIS ASSIGNMENT OF AGREEMENT FOR PURCHASE AND SALE .OF REAL
PROPERTY'(hereinafter referred to as the "Assignment"), made this 22' day of December, 2010,
by and between. PIR Holding LLC, a North Carolina timited liability company (hereinafter referred
to as the 'Assignor"), and Pine Island Reserve, LLC, a North Carolina limited liability company
(hereinafter referred to as the "Assignee").
RECITALS
A Assignor and Assignee are parties to that Assignment of Purchase, Agreement dated
December 13, 2010 relating to that certain Agreement for Purchase and Sale of Real Property dated
September'25, 2008 with the National Audubon Society, Inc. ('NAS") for the purchase of that.
oceanfront parcel designated as Currituck County Tax Parcel 0I28000001D0000 consisting of
approximately 13 acres in Qurituck County, North Carolina (the "Contract').
B. A condition precedent to the Assignment of Purchase Agreement was that the Assignor
enter into a Fifth Amendment of the Contract with NAS. A Fifth Amendment to Agreement for
Purchase, and Sale of Real Property dated December 21, 2010 has been entered into between PIR
Holding = and NAS, a copy of which is attached hereto and incorporated herein by reference as
Exhibit "A . The parties hereto acknowledge that the Fifth Amendment satisfies the condition
precedent.
C In aceord'with'the Assignment of Purchase Agreement, the Assignee has deposited the sum
of ® in the trust account of Vandeventer Black LLP.
NOW THEREFORE, in consideration of the covenants and:agrtements set forth herein,
the parties agree as follows:
1. Assignment The Assignor hereby assigns to the Assigme, and the Assignee hereby
accepts and assumes from the Assignor, all of the Assignor's rights and obligations under the
provisions of the Contract all of the Assignor's right, title and interest in the Contract excepting that
portion of Escrow Deposits securing the Contract with NAS to be returned to Assignor on the
Closing of Parcel 1 with NAS as more particularly set forth in Paragraph 1 of the Assignment of
Purchase Agreement.
2. Consent Per provisions of Paragraph 14 of the Fifth Amendment, NAS has
granted their consent to this Assignment of the Contract.
3. Purchase Price. In accord with the terms of Paragraph 2 of the Ass' e t: of
Purchase Agreement, Vandeventer Black LLP is authorized to disburse the sum of
from its Escrow Account to Assignor.. The balance of the purchase price of shall be
due and payable.to Assignor on or before. February.21, 2011.
4. Counterparts. This.Assignment maybe executed in multiple counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same agreement, and
the. signature pages from nay counterpart may be appended to any other counterpart to assemble

fullyexecuted counterparts. Cottnretpatts of this Assignment may be.ewchsnged via eleemoriic
means, and a facsimile of my pany's signature shal be deemed to be an original signature for all
purposes.
IN WITNESS WHEREOF, the parties have posed this Assigntnerd to be executed and
sealed and byattthorityduly given, the dayand year belowsubscribed.
P1R Holding LLC
Dewnber22; i010 By. OM Mat ge er Group, LLq its Manager
Pine island Reserve, LLC
December z , 2010
-Sumir Gupta, b arf "lager
December2010 By;_
1/7 Wd 2- i ' ioflan, Manager

4 IXHIBrr
FIFTH AMENDMENT TO
AGREEMENT FOR PURCHASE AND SALE OF -REAL PROPERTY
THIS FIFTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF
REAL PROPERTY ("Fifth Amendment") made and entered into this 21 st day of December,
2010, by and behveen PIR Holding LLC (the "Buyer'), and National Audubon Society, Inc. (the
"Seller").
RECITALS
A: OM Management'Group, LLC and Seller entered into that Agreement for Purchase and
Sale of Real Property for that property known as Currituck County Tax Parcel
0128000001DO000, containing approximately 13.99 acres and more particularly described in
Deed Book 268, Page 853 of the Currituck-County Public Registry, with a Contract Date of
September 25, 2008 (the "Agreement").
B. The parties previously entered into that First Amendment to the Agreement dated March
2, 2009, the terms of which are incorporated herein by reference (the "First Amendment"), and
thereafter entered into that Second Amendment to the Agreement dated June 8, 2009, the terms
of which are incorporated herein by reference (the "Second Amendment"), and thereafter entered
into that Third Amendment to the Agreement dated September 21, 2009, the terms of which are
incorporated herein by reference (the "Third Amendment"), and thereafter entered into that
Fourth, Amendment to the Agreement dated December 10, 2009, the.terms of which are
incorporated herein by reference (the "Fourth Amendment"). The First Amendment, the Second
Amendment, the Third Amendment, and the Fourth Amendment may be collectively referred to
as the "Amendments."
C. Subsequent to the Fourth Amendment, the Agreement was assigned to PIR Holding LLC
b y Assignment of Agreement for Purchase and Sale of Real Property dated June 4, 2010 with
the consent of Buyer.
D. The parties now wish to further amend the Agreement.
NOW, THEREFORE, in consideration of the covenants and conditions of this Fifth
Amendment, the parties hereto amend the Agreement as follows:
S. Property. The Property shall be sold and conveyed by Seller to Buyer in the
following two separate parcels:
Parcel 1 consisting of approximately 3.82 acres and being the Northern 300 feet bordered.
by the Atlantic Ocean on the East and Ocean Trail on the West; same being Tract A as
shown and depicted on the plat entitled "Subdivision, National Audubon Society, Tax
Map 128, Parcel 1 D" by Quible & Associates; P.C., a copy of which is attached hereto as
Exhibit A; and
Parcel 2 consisting of approximately 8.93 acres and being the Southern 700 feet bordered
by the Atlantic Ocean on the East and Ocean Trail on the West; same being Tract B as
Amendment to NAS Contract 12/21/10 (3)
Page 1 of I 1

shown and depicted on the plat entitled "Subdivision, National Audubon Society, Tax
Map 128, Parcel 1D" by Quible & Associates, P.C., a copy of which is attached hereto as
Exhibit A.
3. Non-RefundableDeposit. In lieu of and to replace the earnest money deposit
referenced in the Agreement and in.the Amendments, and to secure Buyer's obligation to
purchase Parcel 2 from Seller, Buyer shall pay to Seller a non-refundable deposit of One Million
Two Hundred Thousand Fifty Thousand and No/100 Dollars ($1,250,000.00) (the "Parcel 2 Non -
Refundable Deposit"), payable as follows:
(a) $250,000.00 Payable at the Closing of Parcel 1. The Escrow Agent has
represented to Buyer and Seller that Escrow Agent is currently holding a non-refundable deposit
of Four Hundred Five Thousand and No/100 Dollars ($405,000.00) (the "Current Non -
Refundable Deposit") as part of the terms of the Agreement as amended. On the closing of
Parcel 1, One Hundred Fifty -Five Thousand and No/100 Dollars ($155,000.00) of the Current
Non -Refundable Deposit shall be applied as a credit to the Purchase Price of Parcel 1 for the
benefit of Buyer. The -remainder of the Current Non -Refundable Deposit, being the amount of
Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall be retained in escrow in
the trust account of the Escrow Agent to be applied as a credit toward the balance of the purchase
price on the closing of Parcel 2.
(b) $1.000.000.00 Payable by Promissory Note and Deed of Trust at the
Closing of Parcel 1. ,Seller agrees to provide Buyer with financing of the remainder of the
Phase 2 Non -Refundable Deposit on the following terms and conditions (the "Loan"):
(1) The Loan shall be evidenced by a promissory note secured by a
first lien deed of trust encumbering Parcel 1.
(2) The Loan shall bear interest prior to default at the rate of 0.32 %
per annum. The Loan shall bear interest after, default at the rate of
0.32% per annum. All accrued interest.shall be applied as a credit
toward the balance of the purchase price on the closing of Parcel 2,
and not be paid in addition to the Purchase Price, and not constitute
an increase the Purchase Price.
(3) Upon Buyer's sale of any lot within Parcel 1, Buyer shall pay a
partial prepayment of principal consisting of Two Hundred Fifty
Amendmmt to NAS Contract 1212U1e (3)
Rage 2 of 11

Thousand and No/100 Dollars ($250,000.00) per lot (the "Partial
Release Payment"). Each Partial Release Payment shall be paid by
Buyer to Escrow Agent and held by Escrow Agent pursuant to
Subsection (b)(7) of this Section 3. The amount of the Partial
Release Payment assumes that Parcel 1 will be subdivided by
Buyer into four (4) lots (i.e. four payments of $250,000 each
equals the original principal sum of the Loan). if Buyer. subdivides.
Parcel 1 into more or fewer lots, the Partial Release Payment shall
be adjusted accordingly. For example, if three lots are created
instead, four lots, the Partial Release Payment, amount will be
$333,333.33 per lot. Upon Seller's receipt of writtenconfumation
from Escrow Agent that Escrow Agent has received and deposited
into escrow a Partial Release Payment, Seller agrees to execute and
deliver to Escrow Agent a partial release deed for the, lot sold by:
Buyer; in a form of release deed acceptable to, Escrow Agent.
(4) The entire unpaid principal balance, along with any accrued
interest, shall be due and payable on March 1:5, 2012.
(5) Unless otherwise provided herein, the promissory note may be
prepaid in whole or in part at any time without penalty. There are
no restrictions on this prepayment right.
(6) The Loan may not be.transferred or assumed without Seller's prior
written consent.
(7) All payments of principal and accrued interest made by Buyer to
Seller under the Loan shall be (i) paid to the Escrow Agent in trust
and shall be added to the existing trust funds held by Escrow Agent
as part of the Parcel 2 Non -Refundable Deposit and (ii) applied as
a credit toward the balance of the purchase price on the closing of
Parcel 2.
(8) The promissory note and deed of trust shall be in form of and
contain the provisions of the currently approved North Carolina
Bar Association Forms 4 and 5, as.modified by the terms provided
above or contained in this Agreement as amended by this Fifth
Amendment.
(9) At the Closing of Parcel 1, Buyer shall procure for Seller within 30
days after the Closing Date of Parcel 1, a loan policy of title
insurance for the Loan amount of $1,000,000.00.(the "Loan
Policy"). The premium for the Loan Policy is typically included as
part of the premium paid by Buyer for the owner's policy of title
insurance issued to the Buyer. However, if the premium for such
owner's policy of title insurance representing the Purchase Price of
Parcel 1 as the owner's amount of coverage is increased due solely
Amendment to NAS Contract 12121/ 10 (3)
Page 3 of L l .

to the issuance of the Loan Policy for Seller, Seller agrees to pay
such incremental increase in the title insurance premium resulting
from the issuance of.the Loan Policy.
(c) Any interest earned on the Parcel 2 Non -Refundable Deposit shall be
applied as partial payment of the purchase price of Parcel-2 at closing.
(d) In the event of default by Buyer in the purchase of Parcel 2, the Seller's
remedies with respect to that portion of the Parcel 2 Non -Refundable Deposit held by the Escrow
Agent, shall be limited to the following: The parties agree that a breach of this Agreement by
Buyer will result in'damage to the Seller, and that it is and will be impractical to determine the
actual amount of such damage to such breach. Therefore, the parties agree that in the event of
such breach by Buyer, the Parcel 2 Non -Refundable Deposit shall be forfeited to Seller'as
liquidated damages. The'parties agree that such forfeiture is not a penalty, and that the amount of
the liquidated damages constitutes fair, adequate and reasonable compensation for such breach..
Except as applied as a credit to Buyer upon the closing of the Buyer's purchase of Parcel 2 as
provided in this Subsection 3(a)„Buyer shall have no right, claim or interest (and Buyer hereby
waives any and all such right, claim or interest) to any portion of the Parcel 2 Non -Refundable
Deposit held by or paid to Escrow Agent, unless this Agreement is breached by Seller.
(e) In the event of default by Buyer in the purchase of Parcel 2, the SellerOs
remedies with respect to that portion of the Parcel 2 Non -Refundable Deposit due and owing
under the Loan shall be those remedies set forth in the promissory note and deed of trust
evidencing and securing the Loan.
4. Buyer's Waiver of All Contingencies and Conditions Precedents Permitted
Exceptions.
(a) Buyer acknowledges that the Examination Period has expired. Buyer
waives any and all contingencies and conditions precedent contained in the Agreement as
amended, including but not limited to Inspections and the Slick Easements.
(b) Buyer waives any and all contingencies and conditions precedent
contained in the Agreement as amended pertaining to matters of title, including but not limited
to all liens, encumbrances, and any other defects of title, recorded or unrecorded, known or
unknown, currently existing as of the date of this Fifth Amendment, or arising between the date
of this Fifth Amendment through and including the Closing Dates for Parcels 1 and 2 ("Title
Matters"). Notwithstanding anything to the contrary in the Agreement the Amendments and this
Fifth Amendment, Buyer expressly waives any and all objections to any Title Matters. Buyer
shall not be entitled to rely on, the existence of a Title Matter as a means or reason to withdraw,
rescind or otherwise terminate this Agreement. The foregoing waiver by Buyer shall not apply
to any Title Matter that is created in the future by Seller after the date of this Fifth Amendment,
which Seller is unable to clear from the title by the Closing Date for Parcel 1 (as to the titleto
Parcel 1) and the Closing Date for Parcel 2 (as to the title to Parcel 2).
Ameudmcnt to NAS Contract 12/21/10 (3)
Pago4 of 11

(c) The definition of the term "Permitted Exceptions" as defined in Paragraph
5 of the Agreement shall be amended and replaced by:the revised definition provided on the
attached Exhibit B.
(d) At the Closing for Parcel 1, Buyer shall "accept a general warranty deed
from Seller for Parcel 1 which contains an exception to the warranty for the Permitted
Exceptions.
(e) At the Closing for Parcel 1, Seller shall deliver into escrow as provided in
Paragraph 5(a) of this Fifth Amendment, a general warranty deed from Seller to Buyer for Parcel
2 which contains an exception to the warranty for the Permitted Exceptions as the same existed
as of the Closing Date for Parcel 1. The said deedfor Parcel 2 shall exclude and disclaim any
warranty of title for Parcel for any Title Matters arising or discovered from and after the date of
the Closing for Parcel 1, except for any Title Matters created by Seller.
S. Seller's Obligations.
(a) At the Closing of Buyer's purchase of Parcel 1, Seller shall execute a deed
for Parcel 2 naming Buyer as the Grantee. Seller shall deliver such executed deed to Hornthal,
Riley, Ellis & Maland, LLP, to be held in -escrow pending the Closing of Parcel 2. The executed
deed shall be released and delivered to Buyer by Iiornthal,,Riley, Ellis & Maland, LLP on or
before the Closing Date.for Parcel 2 only upon Buyer's full, complete and timely performance of
the terms of this, Agreement as amended bythe Amendments and by this Fifth Amendment.
(b) Except as expressly provided in this Fifth Amendment, Buyer
acknowledges and agrees that Seller has fulfilled all of Seller's obligations, duties and
agreements under this Agreement as amended by the Amendments.
6. Restrictive Covenants, Ped trfae� n Easement
(a) The Deed from Seller to Buyer for Parcel 1 shall contain the following
verbitim restrictive covenants:
"Pe_pr etual Restrictive Covenants.
(1) Grantor does hereby declare that all of the real property described in this
Deed, shall be held, transferred,conveyed, leased, occupied and used subject to
these permanent and perpetual restrictive covenants which shall run with the title
to the real property and which shall be binding upon and inure to the benefit of all
of the parties having any right, title or interest in the above described properties,
their heirs, successors and assigns.
(2) The real property described in this Deed shall not be subdivided into more
than.four (4) lots, not including any open spaces and common elements.
Amendment to NAS Contract 12121/10 (3)
,,. Page of 11.

(3) The real property described in this Deed, and any lots or other
subdivisions of land created within the real property described in this Deed, shall
only be used and occupied for single family detached residential purposes.
(4) These restrictive covenants may be enforced by Grantor, its successors
and assigns, by bringing suit atlaw, or inequity to enjoin any violation or to
recover monetary'damages or both. In'any successful action to enforce these
restrictive covenants, Grantor, its successors and assigns, shall be entitled to
recover all of its'costs, including, without limitation, attorneys fees and court
costs, reasonably incurred in such action."
(b) The Deed from Seller.toBuyer for Parcel 2 shall contain the following
verbatim restrictive covenants:
"Peroetual Restrictive Covenants
(1) Grantor does hereby declare that all of the real property described in this
Deed, shall be held, transferred, conveyed, leased, occupied and used subject to
these permanent and perpetual restrictive covenants which shall run with the title
to the real property and which shall be binding upon and inure to the bent of all
of the parties having any right, title or interest in the above, described properties,
their heirs, successors and assigns.
(2) The real property described in this Deed shall not be subdivided into more
than nine (9) lots, not including any open spaces and common elements.
(3) Except as provided in subsection (4) below, the real property described in
this Deed, and'any lots or other subdivisions of land created within the real
property described in this Deed, shall only be used and occupied for single, family
detached residential purposes.
(4) Notwithstanding the foregoing, Grantor shall have the right (but not the
obligation) to sell and convey one lot or parcel (but not all) of the real property
described in this Deed (the "Community Parcel") to an association, for the limited
use and purpose of constructing a community center, clubhouse and/or related
common elements. The Community Parcel shall not be used for commercial
enterprises that serve the general public. The use of the Community Parcel shall
be restricted in perpetuity to the use by owners of properties in Parcel 1 and 2,
members of neighboring homeowners associations, their tenants, lessees, and
guests. The deed.from Buyer to any subsequent owner shall contain the
restrictions stated in this subsection (b)(4). This subsectiom(b)(4) shall survive the Closing of Parcels I and 2.
(5) These restrictive covenants may be enforced by Grantor, its successors
and assigns, by bringing suit at law or in equity to enjoin any violation or to
recover monetary damages or both. In any successful action to enforce these
restrictive covenants, Grantor, its successors and assigns, shall be entitled to
Amendment to NAS Contract 12/21/10 (3)
Page 6 of I l

recover all of its costs, including, without limitation, attorneys fees andcourt
costs, reasonably incurred in such action."
(c) Pedestrian Easement Paragraph 2 of the Fourth Amendment shall be
deleted in its entirety. Subparagraph 9(c).of the.Exhibit "A" to the Agreement shall be revised
and amended to provide as follows:
"c. Location for Pedestrian Easement.
(1) The southern property line of the Pedestrian Easement shall be the
southern property line of Parcel 2. "
7. Closing. The Closing Date for Parcel 1 shall be March 15, 2011 and the Closing
Date for Parcel 2 shall be March 15, 2012. As provided in the Agreement, time is of the essence
as to all dates and litne'periods stated in this Agreement, the Amendments and in this Fifth
Amendment.
8, Contract Date Extensions. Buyer shall not be required to submit any further
payments to the Escrow Agent for Contract Date Extensions as previously provided in Paragraph
1 of the Fourth Amendment.
9. Buyer's Representation Regarding Parcel 2. Buyer represents and warrants to
Seller that upon the Seller's closing of the sale of Parcel i to Buyer, Parcel 2 shall be a legal lot
and shall be recognized as such in all respects by Currituck County. This representation shall
survive the closing of thc'sale of Parcel 1 to Buyer and the delivery and recordation of the deed
for the same..
10. Spray Easement/Spray Effluent Easement Provisions Removed. Buyer and
Seller agree that all provisions in the Agreement and the Amendments pertaining to the Proposed
Spray Easement, the Spray Effluent Easement, and the Spray Effluent Easement Conditions, are
hereby deleted and removed from the Agreement.
11. Ratification. Except as amended herein, all terms and conditions of the
Agreement remain in full force and effect.
12. Conflicts. In the event of any conflict between the terms of this Fifth
Amendment and the Agreement, as amended, the terns of this Fifth Amendment shall be
deemed controlling.
13. Counterparts. This Fifth Amendment may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which shall constitute one andthe same
agreement, and the signature pages from any counterpart may be appended to any other
counterpart to assemble fully -executed counterparts. Counterparts of this Fifth Amendment may
be exchanged via electronic means, and a facsimile of any parry's signature shall be deemed to
be an original signature for all purposes.
Amendment to NAS Contract 12t2r/10 (3)
Page 7 of 11

14. Assignment. This Agreement may be assigned by the Buyer to Pine Island
Reserve, LLC, which is an entity composed of Buyer. and other parties. Otherwise this
Agreement may not be assigned without the written consent of all parties, but if assigned by
agreement, then this Agreement shall be,binding,an the Assignees and his Heiis and Successors.
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment the day and
year below subscribed.
(signatures begin on the following page)
Atnendm t to NAS Contract 12/21/10 (3)
Page 8 of 11

MER.
P1R Hold n& LLC
By. OM Management Group, LLC, its Manager
By:
P anagerof
M gemeut Group, LLC
SULFUR:
11C€ 77 4-t l ! ( 20 10 National Audubon Society, Inc.
Moniqu .Quimi,Chief bRpancialOfficer
Ammdmem m NAS Con"a lsrtvta (3)
Page 9 of 11

Exhibit A
"Subdivision, National Audubon Society, Tax Map 128, Parcel 1D"
by Quible & Associates, P.C.
Amendment to NAS Contract 12/21/10 (3)
Paga 10 of. I .. ..

�-A
m-maw.�enr
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tiiAfiiC SCALE
NOT FOR RECORDATION 5
CONVEYANCE
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nnea,niwv.uYWlf vn. -Yf0
PRELIMINARY
NOT FOR RECORDATION OR^ ----
CONVEYANCE
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SUBDIVISION
� eeociatme. P.C.
NATIONAL AUDUI30IN SOCIETY
TAX MAP 12 . PARCEL 1D
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Exhibit
Definition of "Permitted Exceptions"
(a) liens for taxes, assessments and. other governmental charges which are not yet due and
payable as of the Closing;
(b) all land use (including environmental and wetlands), building and zoning laws,
regulations, codes'and ordinances affecting the Property;
(c) any rights of the United States of America, the State in which the Property is located or
others in the use and continuous flow of any brooks, streams or other natural watercourses or
Water bodies within, crossing or abutting the Property, including, without limitation, riparian
rights and navigational servitudes;
(d) . title to that portion of the Property, if any, lying below the mean high water mark of
abutting tidal waters;
(e) all easements, rights -of -way, licenses and other matters of record;
(f) all existing public and private roads and streets and all utility lines, pipelines, service
lines and facilities;
(g) all encroachments, overlaps, boundary line disputes, shortages in area, parties in
possession, cemeteries and burial grounds and other matters not of record which would be
disclosed by an accurate survey or inspection of the Property;
(h) prior reservations or conveyances of mineral rights or mineral leases of every kind and
character;
(i) any'loss or claim due to lack of access to any portion of the Property; and
0) any loss or claim due to any indefiniteness or unccrtainty'in the legal description of the
Property.
Amendment to NAS Contract 1261/10 (3)
Page l l of 11

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Name: MOSSEY ISLANDS
Date: 10/12/2011
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Location: 036.2603444° N 075.7927661 ° W NAD 83
Caption: Mossey Islands
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RECEIVED
OCT 1 4 2011
DWQ-WARC

AGREENIENT FOR PURCHASE AND SALE OF RL3AL PROPERTY
THIS AGREFNIF,NT, including arty and all addenda attached hereto ("Agreement`), is by and between
OM :Management Group, LLC, a North Carolina limited liability company ("Buyer"), and National
Audubon Society, Inc., a Nci% York not for profit corporation (`Seller"),
FOR AND IN CONSIDFRATION 01' THE MUTUAL PROMISES SET FORTH HEREIN AND
O'I'HF.R GOOD AND V:U.UABLE CONSLDERATION. THE RECEIPT AND SUFFICLFNCY OF
WHICH ARE HL'RE•BY ACKNOWLFDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
Section I. Terms and Definitions: The temts listed below- shall have the respective meaning given them
as set forth adjacent to each tern[.
(a) "PronerW : Currituck County Tax Parcel 012800000I D0000.
All of the property in Deed Book 268, page No. 333. (_'urrituck County; consisting of
approximately 13.99 acres.
(b) "Purchase Price", shall mean the sum of
payable on the following terms:
$ 125.000 00_ (i) "Earnest Money" shall mean One Hundred Twenty -Five Thousand and
No/100 Dollars. See attached Exhibit "A" for additional Earnest Money provisions.
ii) Cash, balance of Purchase Price. at Closina in the
(c) "Closing" shall mean the date and time of recording of the deed. Closing shall occur on or before
two hundred seventy (270) calendar days after the Contract Date. Time is of the essence. The
Closing Date may be extended by Buyer pursuant to Section 2(e) of the attached Exhibit "A".
(d1) "Contract Date" means the date this Agreement has been fully executed by both Buyer and
Seller.
(e) `Examination Period" -shall mean the period beginning on the Contmet Date and extending
through one hundred eighty (180) days after the Contract Date. Time is of the essence.
(D "Broker(s)" shall mean: ("Listing Agency"), Doug Bradford ("Listing
Agent" — License ) Acting as: Seller's Agent.
.And Intercoastal Realty lite ("Selling .Agency`), Sutuit Gupta (`Selling :\gent"- License
#212627) Acting as: Buyer's Agem.
(g) "Seller's Notice Address" shall be as follows:
National Audubon Society. Inc., 225 Varisk Street, 7"' Floor, New York, NY 10014, Attention:
Lilian Andreas. except as same may be changed pursuant to Section 10.
(h) "Buyer's Notice Address" shall be as follows:
Page 1 of i OMMG fi \4\S 911908
^
Buyer hritiuliSeller Initials RECEIVED
OCT 14 2011
®WQ-VVARO

OM Management Group, 1_1-C. PO Box 7442, Kill Devil Ifills, INC 27948, Attention: Sumit
Gupta, except as same may be changed, pursuant to Section 10.
(i) Additional terms of this Agreement are set forth on Exhibit "A" attached hereto and incorporated
herein by reference.
Section 2. Sale of Property and Payment of Purchase Price: Seller agrees to sell and Buyer agrees to
buy the Propene for the Purchase Price.
Section 3. Proration of Fxpenses and Payment of Costs: Seller and Buyer agree that all property taxes
(on a calendar year basis), leases, rents. mortgage payments and utilities or any other assumed liabilities
as detailed on attached Fxhibit "A', if any, shall be prorated as of the date of Closing. Seller shall pay for
preparation of a deed and all other documents necessary to perform Seller's obligations under this
Agreement, excise stamps (revenue stamps) and any other conveyance tees or taxes required by law, and
the following: Seller shall not incur any costs or expenses other than those expressly listed in this
Section 3 as being the Seller's responsibility.
Buyer shall pay recording costs, costs of any title search, tide insurance, survey, the cost of any
inspections or invcsliganuns undertaken by Buyer under this Agreement and the following:
Buyer shall pay auy County property taxes assessed during the year that this transaction closes.
Buyer shall pay all costs and expenses other than those expressly listed in this Section 3 as being the
Seller's responsibility.
Each party shall pay its own attorney's fees.
Section 4. Deliveries: Sella agrees to use best coons to deliver to Buyer as soon as reasonable possible
alter the Contract Date copies of all information relating to the Property in possession of Seller, including
but not linlited to: title insurance policies, surveys and copies of all presently effective warranties or
service contracts related to the .Property. Seller authorizes f 1) any attorney presently or previousl}
representing Seller to release and disclose any title insurance policy in such attorney's file to Buyer and
both liuver's and Seller's agents and attorneys; and (2) the Property•s title insurer or its agent to release
and disclose all materials in the Property's title insurer's (or title insurer's agent's) file to Buyer and both
Buyer's and Seller's agents and attorneys. If Guyer does not consurnmate the Closing for any reason other
than Seller default, then Buyer shall return to Seller ail materials delivered by Seller to ;3uyer pursuant to
this Section 4 and shall, upon Seller's request, provide to Seller copies of (subject to the ownership and
copyright interests of the preparer thereof) any and all studies; reports. surveys and other information
relating directly to the Iroperty prepared by or ai the request of Buyer, its employees and agents, and shall
deliver to Seller, upon the release of the Earnest Money, copies of all of the foregoing without any
warranty or representation by Buyer as to the contents, accuracy or correctness thereof.
Section 5. Evidence of Title: Seller abTccs to convey fee simple marketable and insurable title to the
Property free and clear of all liens, encumbrances and defects of title other than: (a) zoning ordinances
affecting, the Property, and (b) matters of record existing at the Contract Date that are not objected to by
Buyer prior to the end of the Gxarnination Period ("Permitted Exceptions"): provided that Seller shall be
required to satisfy, at or prior to Closing, any encumbrances that may be satisfied by the payment of a
Fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or
record any instnment that affects the Property afler the Contract Date without the prior written consent of
Buyer, which consent shall not be unreasonably withheld. conditioned or delayed.
Page 2 oCS ( ONIMG ,@ NAS 91191:08
Buyer Initials `: \tllef Initials `

Section 6. Conditions: This Agreement and tire rights and obligations of the p:wics under this
Agreement are hereby made exptcssh• conditicmed upon fulfillmcnt (or waiver by Buyer, whether explicit
or implied) of the foliowing conditions:
(a) Title Examination: After the Contract Date• Buyer shall, at Buyer's expense, cause a
title examination to be made of Elie Property hcforc the end of the 13xnmination Period. In the event that
such title examination shall show that Seller's title is not fee simple marketable and insurable, subject
only to Permitted I',xccptions, then Buyer ,hall promptly notify Seller in writing of all such title det:•cls
and exceptions. in no case later than the end of the Examination Period, and Seller shall have thirty (lf))
days to cure said noticed detects. if Seller d(ks not cure the dc•licts or objections within thirty 00) clays
of notice thereof, then Huyer may temtinate this .Agreement and receive a return of Lamest Money
(notwithstanding that the EXallunation Period stay have expired). If Ijuyer is to ptinhase title insurance,
the insuring company trust be licensed to do business in the state in which the Property is located, Title to
the Property must be insurable at regular rates, subject only to standard exceptions and PCrntltted
Fxceptions.
(b) Same Condition: If the Property is not substantially in the same condition at Closing as
of the date of the offer, reasonable wear and tear excepted, then the Buyer may tit ternminaie this
Agreement and receive a return of the Iiarnest Money or (ii) proceed to Closing whereupon Buyer shall
be entitled to receive, in addition to the Property, any of the Seller's insurance proceeds payable on
account of [lie damage or destruction applicable to the Property.
N) Inspections: Buyer. its agents or representatives, at Buyer's expense and at reasonable
times during normal business hours, shall have the right to enter upon the Property for the purpose of
inspecting, examining, pertorrning soil boring and other testing, conducting limber cruises, and surveying
the Property. Buyershall conduct all such on -site inspections, examinations, soil IoHng and other testing,
timber cruises and surveying of the Property in a good and workmanllkc manner, shall repair any damage
to the Property caused by Buyer's entry and on -site inspections and shall conduct same in a manner that
does not unreasonably interfere with Seller's or any tenant's use and enjoymtem of the Property. In that
respect, Buyer shall make reasonable efforts to undertake on -site inspections outside of the hours any
tenant's business is open to the public and shall give prior notice to any tenants of any entry onto any
tenant's portion of the Property for lire purpose of conducting inspections. Upon Seller's reyucst Buyer
shall provide•. to Seller evidence of general liability insurance. Buyer shall also have a right to review and
inspect all contracts or other agreements affecting or related directly to the Property and shall be entitled
to review such books and records of Seller that relate directly to the operation and maintenance of the
Property, provided, however, that Buyer shall not disclose any information regarding this Property (or any
tenant therein) unless required by law and the same shall be regarded as confidential, to any person,
except to its atiornevs, accountants, lenders and other professional advisors, in which case Buyer shall
obtain their agreement to maintain such confidentiality. Buyer assumes all responsibility for the acts of
itself, its agents or representatives in exercising its rights under this Section 6(c) and agrees to indemniN
and hold Seller harmless from any damages resulting therefrom. This indemnification obligation of Buyer
shall survive the Closing or earlier tennination of this Agreement. Buyer shall, at Buyer's e4vnse,
promptly repair any damage ar the Property caused by Buyer's entry and on -site inspections. Except as
provided in Section 6(c) above, Buyer shall have Irom the Contract Date through the end of the
Examination Period to perform the above inspections, examinations and testing. IF BUYER CHOOSES
NOT TO PURCHASE THE PROPERTY, FOR ANY REASON OR NO REASON, AND
PROVIDES WRITTEN NOTICE TO SELLER THEREOF PRIOR TO THE EXPIRATION OF
THE EXAMINATION PERIOD, THEN THIS AGREEMENT SHALL TERMINATE. AND
BUYER SIIALL RECEIVE A RETURN OF THE. EARNEST MONEY.
Page 3 of 5 _ ONIrMG & NAS 9/19,'08
Buyer Initials /✓ Seller Initial; i'i -

Section 7. Leases: Seller affirmatively represents and wan -ants that there are no Leases affecting the
Property.
Section fl. Risk of Loss/Da mage/Repair: Until Closing, the risk of loss or damage to the Piopeny,
except as otherwise provided herein, shall be borne by Seller. Except as to maintaining the Property in its
sane condition, Seller shall have no responsibility for the repair of the Property, including any
improvements. unless the parties hereto agree in writing.
Section 9. Closing: At Closing, Seller shall deliver to Buyer a general warnmty deed and other
documents customarily executed nr delivered by a seller in similar transactions, an owner's affidavit, lien
waiver forms and a non -foreign status affidavit (pursuant to the Foreign Investment in Real Property Tax
Act), and Buyer shall pay to Seller the Purchase Price. At Closing, the Lamest Money shall be applied as
part of the Purchase Price, The Closing shall beheld at the office of Buyer's attorney or such other place
as the parties hereto may mutually agree. Possession shall be delivered at Closing, unless otherwise
agreed herein.
Section 10. Notices: Unless otherwise provided herein, all notices and other communications which may
be or are required to be given m made by any party to the other in connection herewith shall be in wriling
and shall be deemed to have been properly given and received on the date delivered in person or
deposited in the United States mail, registered or certified, return receipt requested, to the addresses set
out in Section 1(9) as to Seller and in Section I(h) as to Buyer, or at such other addresses as specified by
written notice delivered in accordance herewith.
Section 11. Entire Agreement: This Agreement constitutes the sole and entire agreement among the
parries hereto and no modification of this Agreement shall be binding unless in writing and sighted by all
parties hereto.
Section t2. Enforceability: This Agreement shall become a contract when a signed by both Buyer and
Seller and such signing is communicated to both parties; it being expressly agreed that the notice
described in Section 10 is not_ required for effective communication for the purposes of this Section 12.
This Agreement shall he binding upon and inure to the benefit of the panics, their heirs, successors and
assigns and their personal representatives.
Section 13. Applicable Law: This Agreement shall be construed corder the laws of the state in which the
Property is located: This form has only been approved for use in North Carolina.
Section 14. Tax -Deferred Exchange: In the event Buyer or Seller desires to effect a tax -deferred
exchange in connection with the conveyance of the Property, Buyer and Seller agree to cooperate in
effecting such exchange; provided, however, that the exchanging party shall be responsible for all
additional costs associated with such exchange, and provided further, that a non -exchanging party shall
not assume any additional liability with respect to such tax -deferred exchange. Seller and Buyer shall
execute such additional documents, at no cost to the nun -exchanging party, as shall be required to give
effect to this provision.
Section 15. Authority: Each signatory to this Agreement represents and warrants that he or she has fill
authority to sign this Agreement and such instruments as may be necessary to effectuate any transaction
contemplated by this Agreement on behalf of the party for whom he or she signs and that his or her
signature hinds such party.
Section 16. Brokers: Except as expressly provided herein, Buver and Seller agree to indemnify and hold
each other harmless from any and all claims of brokers, consultants or real estate agents by, through or
Page J of 5 _ -: OMNIG R NAS 9/19YOS
Buyer Initials " c et Initials _), i
1

under the indemnifying party for fees or commissions arising out of the sale of the Property to Buyer.
Buyer and Seller represent and warrant to each other that: (i) except as to the Brokers designated under
Section I(f) of this Agreement, they have not employed nor engaged tmv brokers, consultants or real
estate aecnts to be involved in this transaction and (ii) that the compensation of the Brokers is established
by and shall be governed by separate agreements entered into as amonest the Brokers and the Seller.
BUYER:
OM ,MANAGE .T G! UP. LLC
i_
Bv:
Prcm rp onager
Date: September-LqA1, 1008
SELLER:
NATIONAL AUDUBON SOCIETI', INC.
John Flicker, President
Date: September 2 t--2008
The undersigned hereby acknowledges receipt of the Eamest Money set forth herein and agrees to hold
said lamest Monev in accordance with the terms hereof.
VANDEVENTER BLACK LLP
By: _
Name:
Date: September_, 2008
Page 5 of 5 It ;- OMMG & NAS 9ilMOR
B fiver Initials i' iSeller Initialsls- —'

F,XfII131T `A"
Attached to and made a part of that certain Agreement for Purchase and Sale of Real Property between
National Audubon Society, Inc. ("Seller") and OM M2nagement Group, LLC ("Buyer"), regarding
property described as Currituck Comfy Tax Parcel 0128000001 D0000 ("Property").
ADDITIONAL TERMS AND CONUI"PIONS
1. The Earnest Money Deposit will be $125,000.00, payable by Buyer to Vandcventer Black UP as
Escrow Agent as follows:
a. $25,000.00 on the Contract Date (the "Initial Earnest Money Deposit");
b. $50,000.00 on tie 120th day after the Contract Date ; and
c. $50,000.00 on the I80th day after the Contract Date.
The S50,000.00 due on the 120" day after the Contract Date, and the $50,000.00 due on the 180's
day after the Contract Date may be collectively referred to herein as the "Additional Earnest
Money Deposits." The Initial Earnest Money Deposits and the Additional Earnest Money
Deposits may be collectively referred to hereui as the "Earnest Money Deposit."
2. Earnest Money Deposit; Extension Fee.
a. The Initial Earnest Money Deposit shall become non-refundable thirty (30) days after the
Board of Directors of Seller approves this Agreement, unless Buyer provides Seller with
written notice prior to the expiration of such 30 day period that Buyer has elected to
terminate this Agreement, and in such case the Initial Earnest Money Deposit shall be
returned to Buyer and this Agreement shall be terminated.
b. The Additional Earnest Money Deposits shall become non-refundable at the expiation of
the Examination Period, unless Buyer provides Seller with written notice prior to the
expiration of the Examination Period that Buyer has elected to terminate this Agreement,
and in such case the Additional Earnest Money Deposits shall be returned to Buyer and
this Agreement shall be terminated.
c. Any Earnest Money Deposit deposited by Buyer in a trust account may be placed in an
interest bearing trust account. Any interest earned thereon shall be applied as part
payment of the purchase price of the Property at closing, or disbursed as agreed upon
under the provisions of this Agreement.
d. In the event of a breach of this Agreement by Buyer, the Seller's remedies shall be limited
to the following: T7ne parties agree that a breach of this Agreement by the Buyer will
result in damage to the Seller, and that it is and will be impracticable to determine the
actual amount of such damage due to such breach. Therefore, the parties agree that in tie
event of such breach by Buyer, the Earnest Money Deposit shall be forfeited to Seller as
liquidated damages. The parties agree that such forfeiture is not a penalty, and the
9 amotutt of the liquidated damages constitutes fair, adequate and reasonable compensation
for such breach.
C. In the event of a breach of this Agreement by Seller, the Buyer's remedies shall be limited
(, to the following:
Page I of:

(1) Buyer may tenninate this Contract and receive a return of the Earliest Money
Deposit: or
(2) Specific performance of this Agreement.
In the event of a dispute between Seller and Buyer over the return or forfeiture of art
Earnest IvloneY Deposit, tine Escrow Agent shall retain said Earnest Money Deposit in its
trust or escrow account until it has obtained a written release from the parties consenting
to its disposition or until disbursement is ordered by a court of competent jurisdiction, or
alternatively, the Escrow Agent holding the Earnest Money Deposit may deposit the
disputed monies with the court.
g. If after the Examination Period Buyer elects to proceed with the Closing, but is delayed
in obtaining prior to the Closing Date the necessary permits to develop the Property,
Buyer shall notify Seller of saute not less than 30 days prior to the Closing Date. In such
case, Buyer shall have the right ('with prior written notice to Seller in each instance) to
extend the Closing Date for up to it total of six (6) extensions of thirty (30) days each
upon die payment to Vandeventer Black LLP as Escrow Agent, of a nonrefundable
extension fee of $20,000.00 for each and every thirty (30) day extension period. Once
paid to Escrow Agent, the extension fees shall become non-refundable. The disbursement
of the extension fees to Seller shall be limited to one of the following two (2)
circumstances: (a) To the Seller upon Buyers breach of the .Agreement, or (b) To the
Seller at Closing, with a credit to Buyer toward die Purchase Price due and payable at
Closing.
3. Buyer agrees to provide to Seller a letter from Buvees financial institution confirming Buyers
Financial ability to comply with the terms of this Contract and to close die transaction
contemplated by this Contract. Such letter shall be delivered to Seller not later than 90 days after
the Contract Date.
4. Time is of the Essence with regard to all dates and time periods stated in this Agreement.
5. "file principals of Buyer are licensed North Carolina real estate brokers.
6. Slick Easement.
a. Buyer acknowledges the Property is subject to a non-exclusive easement reserved by Earl
F. Slick and wife, Jane P. Slick (the "Slick Easement") described in Deed dated
December 22, 1989 and filed in Book 2687 Page 853, Curl uduck County Registry.
b. Within sixty (60) days after the Contract Date, Seller shall use reasonable efforts to
obtain a modification of the Slick Easement, which modification shall permit the Buyer
and their successors and assigns in interest, to have the use of vehicular traffic'for access
from NC Highway 12 across any portions of the reserved easement that is necessary to
any development of the property by the Buyer.
u. If Buyer receives such casement modification front the holder of the Slick Easement.
Buyer shall assume all of Seller's rights and obligations under the terms of Lite Slick
' Easement at Closing.
Page 2 of 5

d. If Buyer is not able to reasonably obtain such easement modification time the holder of
the Slick Easement within such sixty (60) day period, Seller shall so notify Buyer. lipou
receipt of such notification front Seller. Duyer's sole options will be to (1) accept the
Property without such easement modification and without any changes to the terms of the
Agreement, or (2) terminate this Agreement and receive a refund of the Earnest Money
Deposit.
e. Buyer acknowledges if the use of the Slick Easement by the Buyer or Buyces successors
or assigns exceeds the current nominal use by Seller of the Slick }asement, and if the
holder of the Slick Easement makes demand for a share of the maintenance costs of the
Slick Easement, Seller shall have no responsibility for any shared maintenance costs of
the Slick Easement. The provisions of this Section shall survive the Closing and the
delivery of the Deed.
7. Except as is otherwise expressly provided in this Agreement, the sale of the Property as provided
for in this Agreement is made on a strictly "AS IS" "M-IERB IS" basis as of the Closing Date.
Except as otherwise expressly provided in this Agreement, and except as to title to the Property,
Buyer expressly acknowledges that, in consideration of the agreements of Seller in this
Agreement, Seller makes no warranty or representation, express or implied, or arising by
operation of law, including, but in no way limited to, any wnnnnty of quantity, quality, condition,
habitability, merchantability, suitability or fiul s for a particular purpose of the property, am
improvements located on the Property, any soil conditions related to the Property, and any
environmental condition at the Property including, but not limited to, any hazardous, toxic or
dangerous materials or substances located in, at, about or under the Property. Buyer agrees that
should any cleanup, remediation, or removal of hazardous substances or other environmental
conditions on the Property be required after the Closing Date, such cleanup, removal, or
renhcdiation shall be the responsibility of and shall be perfonned at the sole cost and expense of
Buyer. The terms and conditions of this Section 7 of Exhibit "A" will expresslyry survive the
closing and will riot merge with the provisions of any closing documents.
8. Assignments. This Agreement may be assigned by the Buyer to an affiliate company or entity, of
which the principals of OM Management Group, LLC (Preen Gupta, Amit Gupta_ and Sumit
Gupta) own at least a thirty (30%) percent interest; otherwise this Agreement may not be assigned
without the written consent of all parties, but if assigned by agreement, then this Agreement shall
be hinding on die Assignees and his Heirs and Successors.
9. Pedestrian Easement.
a. Buyer agrees that Seller will include it, seller's deed to Buyer fur the Property, a
reservation by Seller of a non-exclusive perpetual permanent pedestrian easement (the
"Pedestrian Easement"), eight (8) feet in width, benefiting Sellers other properties
located on the western side of NC I lighway 12.
b. The Pedestrian Easement shall run with the land laid shall extend from the eastern right
of way line of I lighwav 12 to the mean high water mark of the Atlantic Ocemh.
/ C. The souilern line of the Pedestrian Easement shall be the southern boundary line of the
Property.
d. Buyer shall have the right to make improvements to the Pedestrian Easement under the
( /I following conditions:
Page 3 of 5

(1) Buyer's improvements to the Pedestrian Easement shall include, at a minimum, a
boardwalk and steps sufficient to permit pedestrians to cross the Pedestrian
Easement and the dunes and over the front dune to the ocean beach. Buyer shall
not install any gates blocking access to the boardwalk and steps. Any such
improvement's constructed by Buyer shall be at Buyer's sole cost and expense.
Any such improvements constructed by Buyer shall be maintained solely by
Buyer at Buyers sole cost and expense.
(2) Seller, at Sellers cost, shall have the right to erect in the Pedestrian Easement
appropriate sanctuary and interpretive signage. The content of such signage shall
be prepared by the Seller and shall be consistent with the Sellers branding
guidelines and meet Sellers sanctuary and educational needs. Buyer shall have a
right to approve the location of such signage, such approval shall not be
unreasonably withheld.
(3) If Buyer does not construct, at a minimum, the boardwalk and steps described in
the preceding subparagraph in the Pedestrian Casement by December 31, 2009,
time is of the essence, Seller shall have the right to construct the boardwalk and
steps described in the preceding subparagraph. If Seller so constructs the
boardwalk and steps, Seller shall do'sn at its sole cost and expense, and shall be
responsible for its maintenance.
e. Regardless of which party constructs improvements in the Pedestrian Easement, Buyer
shall have the right, at Buyer's sole cost and expense, to have the Pedestrian Easement
intersected by any access roads that become a pan of the Buyers development of the
Property, and to provide cross -walk markings as may be required by Buyer at Buyers
sole cost and expense.
f. Prior to the installation of a boardwalk and steps in the Pedestrian Easement, Seller shall
have the right (but not the obligation or duly) to periodically clear and otherwise maintain
the Pedestrian Easement area to facilitate pedestrian use of the Pedestrian Easement by
Seller and by Sellers agents and guests.
g. The provisions of this Section shall survive the Closing and the delivery of the Deed.
The terns and conditions of this Pedestrian Easement as set forth in this Agreement shall
also be recited in the Sellers deed to Buyer.
10. If any date stated in this Agreement falls on a weekend or a legal holiday, the date shall be
interpreted to mean the next business day.
11. Prior to Closing, Buyer shall not market the property in a way that will associate the Seller's natue
as pan of the Sellers development plans. Prior to Closing, Buyer shall not erect any signage on
the Property. Seller shall permit Currituck County or other governmental agency to place any
signage on the Property when required under such agency's ordinances or rules as pan of Buyer's
development application or pennitting process.
12. Except as required by applicable law or regulation, neither Seller nor Buyer Shull disclose the
material tennis of this Agreement, or any proprietaninformation subsequently provided by Seller
to Buyer or from Buyer to Seller and identified as "confidential" (collectively the "Confidential
Information"), except that Seller and Buyer shall be permitted to disclose the Confidential
Page 4 of 5

Information to any real estate broker m title insurance company retained by either party, and the
disclosing party's principals, agents, employees, auorncys, accountants, engineers, surveyors and
consultants, and to such other persons whose assistance is reasonably necessary to carry out the
transactions contemplated under this Agreement, but only if the disclosing party obtains the
agreement of such recipient of the Confidential Information to abide by the provisions of this
Section for the benefit of the non -disclosing part•. The parties agree and acknowledge that any
information required to be provided by one parry to The other pursuant to Section 4 of this
Agreement ("Deliveries") shall not be deemed to be Confidential Information. further, any
information made public by the disclosing party shall no longer be deemed to be Confidential
Information. The provisions of this section shall survive the Closing and the delivery of the
Deed.
l.. The Seller shall not be obligated or bound under dais .Agreement until the Seller's Board of
Directors have approved this Agreement.
14, Seller, without incurring any cost or expenses in connection therewith, shall execute any and all
reasonable authorizations to permit Buyer to act as "Agent" of the Seller with regard to any
applications that may be required by the "Owner" of the Property i❑ connection with the Buyer's
plans for development and obtaining permits prior to Closing. Buyer agrees to provide Seller
with a copy of all such applications that have been sighed by Buyer as agent for Seller, within
five (5) days after such application is signed by Buyer.
IN THE EVENT OF A CONFLICT BETWEEN THIS EMBBIT "A" AND THE AGREEMENT
FOR PURCHASE AND SALE OF REAL PROPERTY, THIS EXHIBIT "A" SHALL. CONTROL.
BUYER:
OM MANAG GROUP, LLC
BY:
Pr • " u to nager
SELLER:
NATIONAL AUQUBON SOCIETY. [NC
BY:� -
NANF,:
TITLE:
Page 5 of 5
Date: Septemberl1, 2008
Date: September-1 < 2008

a
or +
1-111dI!119 (101I�6390NI 3 TypP
Roc ID: 0023063BODD3 Type; CRP
Recorded: 03/14/2011 at 04; 03: 03 Pr1 n
Pee so x2 i4,5.00 page t Of 3 G/
Oxclae Tee: County,
NC D
Currltuck County, NC
Charleca Y Do"y Reglater of Deeds
:2 ,rsFEraTAX AMOUNT � ax 1155 pa906-908
Space Above lhis Line For Recording Um.
DEED
This instrument prepared by Robert B. Hobbs, Jr., a licensed Korth Carolitm Attorney
Ikliaqu'rnt "a *" if any, ro be paid by the closing momey to the county tax collector upon disbursement of closing proceeds
D237-1RH �)
Return t� gel D. Khoury, Vandeventer Bieck. LLP, 305 Essex Sgwr-,, Marten, NC 27954
FrxciselTex: 54,040.00 Tax Parcel: 0128000001E0000
Transfer T=/$20,200.00 LT Number
North Carolina, C=/n tuckkmty
f)
THIS DEED made this , "' day of mnlGYl , 20_L�_, by and belwern NATIONAL
AUDUBON SOCIG'1'Y; INC., a'NewYork Nonprofit Corporation, whose mailing address is 225 Vedck Sneet, 7th
Floor, New York, NY 10014�(hrereinafter.feferred to as "Grantor"), and PINE ISLAND RESERVE, LLC, a North
Carolina limited liabilityrnmpany, whosq
ranmailln� ress.is P. Box 90, Kill Devil Hills, NC 27945 (hereinafter
referred to as "Gtee"):
That the Greater, for a valuable consideration paid by th'r Grran'.ee, the receipt of which is hereby
acknowledged, has given, granted, bargained, sold, `end cane 7.4 and liy dtc presents does hereby give, grant,
bargain, sell, and convey unto said Grantee. Grnnteea hours, eucceaso s, administration, and assigns, all of that
certain piece, parcel, or tract of lend situate, lying and,being in Popiu Branch Township, Cunimck County,
Stem of Nonh Carolina, and being mom particularly deadaibrrd( asfol]ows:�
Tract A, as shown on that certain plat entitled in part, •'SabdivZision Nato al Auduhw, Society,"
by Katherine , Mde 158, PLS, Surveyor's Certificate dated F{{vkmmry� 22�2�i1,�� rded in
Piet Cabinet L, Slide I58, CLrrituck County Registry. \\\\J 1
Eking a portion of the same property conveyed to Grantor by Deed fill -in -Book 26g, Page 953,
Currimck County Registry. 1\ /
uor a portion the property herein nveyed _ includess or e donot inc / udeu
primary
prmary residents
co
of a Grantor. .
RECEIVED
OCT 14 2011
DWQ-WARD

BOOK 1 .155PAGE090 7
(1) Grantor does hereby declare that all of the real property described in this Deed, shall be
held, transferred, conveyed, leased, occupied and used subject to these permanent and perpetual
restrictive covenants which shall run with the title to the real property and which shall be binding
upon and mom to the benefit of all of the parties having any right, title or interest in the above
described properties, their heirs, successors and assigns.
(2) The real property described in this Deed shall not be subdivided into more than fear (4)
lots, not including any open spaces and Common elements.
(3) The real property described in this Deed, and any lots or other subdivisions of land
created within the real property described in this Deed, shall only be used and occupied for single
family detached residential purposes.
These restrictive Covenants may be enforced by Grantor, its successors and assigns, by
; suit at law or in equity to enjoin any violation or to recover monetary damages or both.
uccessful action to enforce these restrictive Covenants, Grantor, its successors and
shall be entitled to recover all of its Costs, including, without limitation, attorneys fees
ri Costs, reasonably incurred in such action.
'O 14OLD the above described lands and premises, together with all appurtenances
anywise appertaining, unto the Grantee, Grantee's heirs, successors, administrators,
-AND THE, SAD) GRANTOR COVENANTS to and with said Grantee, Grantee's heirs, successors,
administratorsfarid assigns; Thai Grantor is lawfully seized in fee simple of said lends and premises, and have full
right and power to convey the same to the Grantee in fee simple, and that said Inds and premises are free from
any and all encumbrairce�excepl as set forth herein, and that the Grantor will warrant and defend the title against
the lawful claims of all persons wlmmsoewr, with the exception of the following:
l � /-)
(s) !ices for texts, assessments nwemmenttl,charges which arc not yet due and payable as of the
Closing; U , 1n1` J\1
(b) all land we (including environmental. and wetlands); building and zoning laws, regulatiow, codes and
ordinances affecting the property; < /I/ (� \,
(c) any rights of the United States of Am\erica-,/1lhcState in wllbi\chththe, \property is located or others in the use
and Continuous flow of ray brooks, streams or othet'nature l water cburscs or water bodies within, crossing or
abutting the Property, including, without limitation, riparian 'q'(ghJta.and naviptionel servitudes;
(d) title to that portion of the Property, if any, lying below the mean prgh water mark of abutting tidal waters;
(e) all easements, rights -of --way, licenses and other matters ot'reco
(f) all existing public and private roads and streets and all utility lines pipelid�, %rvice lines and ferilitia;
(g) all encroachments, overlaps, boundary line disputes, shortages in area, pelttcs inpossession, ecmeeriu
and burial grounds and other readers not of record which would be disclosed by an accurate surveyer tnspoc on
of the Prert opy;
2 O

BOOK 15 iNacr�39G
(h) prior rdervatioas or conveyances of mineral rights or mineral leases of every kind and character;
(i) any loss or claim due to lack of access to any portion of the Property; and
G) any loss or claim due to any indefiniteness or uncertainty in the legal description of the Property.
IN WITNESS WHEREOF, the Grantor has duly'executed and sealed this document, this the day and year
first about written.
GRANTOR.
National Audubon Society, inc., a New York Nonprofit
Corporation/
BY:
Pat Douglas, Vice Prosidtot
or 04S
o
rvww •.w.tom+ , a Notary Public of the (COUNTY)(GFPF)-
S / and State aforesaid, certify that Pat Douglas personally came before me this day
dged that she is Vice President of National Audubon Society, Inc., a corporation of the State of
and that src as -Vice President, being authorized to do w, executed the foregoing on behalf of the
(AFFIX NOTARY SEAL)
My commission expires: _
rwsmtssaaywa» 4M �ts.,rs
stamp or seal, this 11� dayof MIWCG) 20 11 .
3 1-v