SW3240502_Signing Official Title & Position Information_20240606 (2)

SOSID:2510711
Date Filed: 10/24/2022 9:59:00 AM
State of North Carolina Elaine F.Marshall
Department of the Secretary of Stat North Carolina Secretary of State
C2022 297 00052
Limited Liability Company
ARTICLES OF ORGANIZATION
Pursuant to §57D-2-20 of the General Statutes of North Carolina,the undersigned does hereby submit these Articles
of Organization for the purpose of forming a limited liability company.
1. The name of the limited liability company is: Estates at Marvin Acres LLC
(See Item l of the Instructions for appropriate entity designation)
2. The name and address of each person executing these articles of organization is as follows: (State whether each
person is executing these articles of organization in the capacity of a member,organizer or both by checking
all applicable boxes.)Note: This document must be signed by all persons listed.
Name Business Address Capacity
Dugan Kelley -603 E Broadway Street Prosper TX,75078-2943 United States ❑Member['Organizer
['Member['Organizer
❑Member❑Organizer
3. The name of the initial registered agent is:CT Corporation System
4. The street address and county of the initial registered agent office of the limited liability company is:
Number and Street 160 Mine Lake Ct Ste 200
City Raleigh State:NC ZipCode: 27615 County: Wake
5. The mailing address, if different from the street address, of the initial registered agent office is:
Number and Street 160 Mine Lake Ct Ste 200
City Raleigh State:NC Zip Code: 27615 County: Wake
6. Principal office information: (Select either a or b.)
a. ❑The limited liability company has a principal office.
The principal office telephone number:
The street address and county of the principal office of the limited liability company is:
Number and Street:
City: State: Zip Code: County:
BUSINESS REGISTRATION DIVISION P.O.BOX 29622 Raleigh,NC 27626-0622
(Revised August. 2017) Form L-01

The mailing address,if different from the street address, of the principal office of the company is:
Number and Street:
City: State: Zip Code: County:
b. 0 The limited liability company does not have a principal office.
7. Any other provisions which the limited liability company elects to include(e.g.,the purpose of the entity)are
attached.
8. (Optional): Listing of Company Officials(See instructions on the importance of listing the company officials in the
creation document.
Name Title Business Address
9. (Optional): Please provide a business e-mail address:privacv Redaction
The Secretary of State's Office will e-mail the business automatically at the address provided above at no cost when a
document is filed. The e-mail provided will not be viewable on the website. For more information on why this service is
offered,please see the instructions for this document.
10. These articles will be effective upon filing,unless a future date is specified:
This is the 24th day of October ,2022 .
Dugan Kelley
Signature
Dugan Kelley Organizer
Type or Print Name and Title
The below space to be used if more than one organizer or member is listed in Item#2 above.
Signature Signature
Type or Print Name and Title Type or Print Name and Title
NOTE:
1. Filing fee is$125. This document must be filed with the Secretary of State.
BUSINESS REGISTRATION DIVISION P.O.BOX 29622 Raleigh,NC 27626-0622
(Revised August. 2017) Form L-01

B37947 - P 537 FOR REGISTRATION
Fredrick Smith
REGISTER OF DEEDS
Mecklenburgg County NC
2023 FEB 22 03:56:5'5 PM
BK:37947 PG:537-537
FEE:$26.00
INSTRUMENT t 2023015185
GOMILLIONT
11111
2023015185
ASSUMED BUSINESS NAME CERTIFICATE (NCGS§66-71.51
Please print legibly.
1. The assumed business name is: �� U I T \,
t �"
(You may include no more than five(5)assumed business names on this form.)
2. The real name of the person or entity engaging in business under the assumed business name is:
&kPor J -1l}L 1 -u6-1D/li?CN LLC
5h91D- Zo63137
(Corporations,LLC's,limited partnerships must provide the exact name registered with the NC Secretary of State's office and
the SOSID number assigned at the time of formation.Go to www.sosnc.gov/br/search to look up your information.)
3. The nature/type of the business is: We-A-I &ST4"te ¢{OLI)/NCT 5
4. The street address of the principal place of business is:(PO Boxes are not acceptable)
bifoi Ciwr f RD, # zdZ CHft,rofl Ftk 2,8ZZ6
5. The mailing address, if different from the street address,is:
514(116 trt5 fl-ex)d 6
6. The counties where the assumed business name will be used to engage in business are:
All 100 North Carolina counties
This certificate is signed b the owner/legal representative of the person or entity named above,
this 27—day of , 20 23 .
Signature:
Printed/Typed Name: 13ILM1\1OO(\i Mf1'K .i
Title: 61//1� -( r�N Eft-
(See instructions for who must sign for various business entity types.)
Assumed Business Name Certificate - 10.03.17

SOSID:2053137
Date Filed: 9/21/2020 4:55:00 PM
Elaine F.Marshall
State of North Carolina North Carolina Secretary of State
Department of the Secretary of State _ C2020 262 01931
Limited Liability Company
ARTICLES OF ORGANIZATION
Pursuant to§57D-2-20 of the General Statutes of North Carolina,the undersigned does hereby submit these Articles
of Organization for the purpose of forming a limited liability company.
Exponential Development LLC
1, The name of the limited liability company is:
(See Item lof the Instructions for appropriate entity designation)
2, The name and address of each person executing these articles of organization is as follows:(State whether each
person is executing these articles of organization in the capacity of a member,organizer or both by checking
all applicable boxes.)Note: This document must be signed by all persons listed.
Name Business Address Capacity
Olivia Gonzales 3773 Howard Hughes Parkway Suite 500S, Las Vegas, NV 89169❑Member UOrganizer
❑Member DOrganizer
OMember DOrganizer
3. The name of the initial registered agent is:
InCorp Services,Inc.
4. The street address and county of the initial registered agent office of the limited liability company is:
Number and Street 176 Mine Lake Court,Suite 100
City Raleigh State:NC Zip Code: 27615-6417 County: Wake
5. The mailing address,if different from the street address, of the initial registered agent office is:
Number and Street
City State:NC, Zip Code: County:
6. Principal office information: (Select either a or b.)
a. ©The limited liability company has a principal office.
The principal office telephone number: [phone]
The street address and county of the principal office of the limited liability company is:
Number and Street: 101 N TRYON ST#629
CHARLOTTE NC 28246-0100 Mecklenburg
City: State: Zip Code: _ County:
BUSINESS REGISTRATION DIVISION P.O.BOX 29622 Raleigh,NC 27626-0622
(Revised August 2017) Form L-0I

The mailing address,if different from the street address, of the principal office of the company is:
Number and Street:
City: State: Zip Code: County:
b. ❑The limited liability company does not have a principal office.
7. Any other provisions which the limited liability company elects to include(e.g.,the purpose of the entity)are
attached.
8. (Optional):Listing of Company Officials(See instructions on the importance of listing the company officials in the
creation document.
Name Title Business Address
Brandon Maxwell Member 101 N TRYON ST#629, Charlotte,NC 28202
Hemel Badlani Member 101 N TRYON ST#629,Charlotte,NC 28202
9. (Optional):Please provide a business e-mail address: Privacy Redaction
The Secretary of State's Office will e-mail the business automatically at the address provided above at no cost when a
document is filed. The e-mail provided will not be viewable on the website. For more information on why this service is
offered,please see the instructions for this document.
10. These articles will be effective upon filing,unless a future date is specified:
This is the 18th day of September ,20 20 ,
le 0Signatur
Olivia Gonzales,Organizer
Type or Print Name and Title
The below space to be used if more than one organizer or member is listed in Item#2 above.
Signature - Signature
Type and Print Name and Title Type and Print Name and Title
NOTE:
1. Filing fee is$125. This document must be filed with the Secretary of State.
BUSINESS REGISTRATION DIVISION P.O.BOX 29622 Raleigh,NC 27626-0622
(Revised August 2017) Form L-01

BK 8815 PG 0487 FILED ELECTRONICALLY
UNION COUNTY NC
CRYSTAL D. GILLIARD
FILED Nov 28, 2022
AT 03:20:00 PM
BOOK 08615
START PAGE 0487
END PAGE 0492
INSTRUMENT # 39297
EXCISE TAX $6,000.00
NORTH CAROLINA GENERAL WARRANTY DEED
Tax Parcel:06-237-003A&06-237-003 Excise Tax=$6,000.00
Notice per NCGS§105-317 2:The below property( j is-( X ]is not-a primary residence of the Grantor
Prepared by: R. Steven Smith,Attorney for Grantor, PO Box 809 Paw Creek, NC 28130-0809
Mail to: R. Steven Smith PO Box 809 Paw Creek, NC 28130-0809
Title Insurance with Morehead Title Company
Index Description: Tract I:40.035 acres+/-&Tract II:3.00 acres+/-
p/o Lot 7 Plat Cabinet#1 page 291-B W. E.Mcllwain,Dec'd. Estate Land
This Deed made this 28'h day of November 2022, by and between:_
GRANTOR GRANTEE
John R.Brantley,Ill and Joyce B. Estates at Marvin Acres LLC
Crane, Co-Trustees of the John R. a North Carolina limited liability company,having
Brantley,Jr.Trust under agreement Secretary of State ID:2510711
dated May 9,2007
4 Mallard Shores Place 6401 Carmel Road,Suite 202
Lexin ton, SC 29072-7800 Charlotte,NC 28226-8299
The designation Grantor and Grantee as used herein shall include said parties,their heirs,successors,and assigns,
and shall include singular,plural,masculine,feminine or neuter as required by context.
WITNESSETH,that the Grantor,for a valuable consideration paid by the Grantee,the receipt
of which is hereby acknowledged,has and by these presents does grant,bargain,sell and
convey unto the Grantee in fee simple,all that certain lot or parcel of land situated in Sandy
Ridge Township, in Union County, North Carolina and more particularly described as follows:
See attached Exhibit A,which is incorporated herein by reference.
See attached"Certification of Trust"marked Exhibit B,which is incorporated herein by
reference.
TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and
appurtenances thereto belonging to the Grantee in fee simple.
And the Grantor covenants with the Grantee, that Grantor is seized of the premises in fee
simple, has the right to convey the same in fee simple, that title is marketable and free and
clear of all encumbrances,and that Grantor will warrant and defend the title against the lawful
claims of all persons whomsoever except for the exceptions hereinafter stated.
Submitted electronically by "R Steven Smith Attorney"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Union county Register of Deeds.

BK 8615 PG 0488
Title to the property hereinabove described is subject to the following exceptions:
1) All such valid and enforceable restrictions and easements as may appear of record;
2) The lien of ad valorem taxes for the current year;
In witness whereof,the Grantor has set his hand and seal,the day and year first above written.
John R.Brantley,Jr.Trust under agreement dated May 9,2007
g-e i' 4 i r�J2usfce=(SEAL)
Jo�f'.Brantley, Ill,as Co-TrustrTe
(SEAL)
J ce .Crane,as Co-Trustee
STATE OF NORTH CAROLINA )
COUNTY OF MECKLENBURG )
I, Robert Steven Smith,a Notary Public of the County and State aforesaid,certify that
John R. Brantley, Ill,as Co-Trustee of the John R.Brantley,Jr.Trust under agreement dated
May 9,2007 &Joyce B.Crane, as Co-Trustee of the John R.Brantley,Jr.Trust under
agreement dated May 9,2007 personally appeared before me this day,
and that they as Co-Trustees,being authorized to do so,executed the foregoing behalf of the
said John R.Brantley,Jr.Trust under agreement dated May 9,2007.
Witness my hand official stamp or seal,this November 28,2022.
Robert Steven Smith
Notary Public for North Carolina
My Commission Expires:October 18,2027
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PUBLICAliCorrOs
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BK 8615 PG 0489
Exhibit A
Legal Description
Situated in Sandy Ridge Township,in Union County,North Carolina and more particularly described
as follows:
Being two tracts,both being a portion of Lot 7 of the W.E.Mcllwain,Dec'd.Estate Land as same is
shown on plat thereof recorded in Plat Cabinet#1 page 291-B and being more particularly described as
follows:
Tract I:BEGINNING at a#5 rebar set in the northeasterly margin of the right of way for North
Carolina Secondary Road#1312,commonly known as Marvin Road,said right of way having a
variable width,reference being made to NCDOT Project No.8.2671101,said Beginning point having
NC Grid Coordinates N:463767.03,E:1452713.09,the Beginning being located South 51°09' 16"
East 294.02 feet from NCGS Station"Union HM58"(located in Mecklenburg County),having NC
Grid Coordinates N:463951.4400,E:1452484.1000,(said Beginning located northeast of the
southeastern terminus of bridge across the Six Mile Creek),thence from said point of Beginning and
following the northeasterly variable margin of said Marvin Road,North 41°18'42"West 50.00 feet
to calculated point in approximate centerline of the Six Mile Creek;thence following the"Field
Located Centerline of Six Mile Creek"being also the conterminous boundary line with Mecklenburg
County,following nine courses and distances:1)North 53°44'23"East 46.01 feet to a calculated
point;thence,2)North 48°02'20"East 108.76 feet to a calculated point;thence,3)North 49°15'
32"East 125.01 feet to a calculated point;thence,4)North 49°49'21"East 111.81 feet to a
calculated point;thence,5)North 76°31'23"East 114.52 feet to a calculated point;thence,6)North
81°50'39"East 106.72 feet to calculated point;thence,7)North 73°44'51"East 55.91 feet to
calculated point;thence,8)North 39°25'56"East 56.19 feet to calculated point;thence,9)North
75°00'50"East 100.19 feet to calculated point;thence with the conterminous lines of Tract II
described below,being all of that 3.00 acres,more or less,tract of land that John R.Brantley,Jr.
(widower)conveyed to John R.Brantley,Jr.Trustee of the John R.Brantley,Jr.Trust u/a DTD May 9,
2007 by Quit Claim Deed filed August 8,2007 in Book 4649 page 56,the following three courses and
distances: 1)South 27°08'53"East 312.54 feet to#5 rebar set;thence,2)North 62°33'27"East
384.43 feet to#5 rebar set;thence,3)North 27°08'53"West 392.54 feet to calculated point;thence
with the approximate centerline of said Six Mile Creek and with the conterminous boundary line with
Mecklenburg County,North 55°05'17"East 96.86 feet to existing#4 rebar;thence with the
southwesterly conterminous lines of that certain 28.042 acres,more or less,property that American
Land Holdings,LLC conveyed to JCH NC,LLC by deed filed April 6,2022 in Book 8446 page 270
(current Union Count Tax Parcel:06-222-034),the following four courses and distances:1)South 52°
32'07"East 291.52 feet to#5 rebar set;thence,2)South 55°38'08"East 370.10 feet to existing#4
rebar;thence,3)South 27°35'14"East 448.98 feet to existing#4 rebar;thence,4)South 37°34'
54"East 535.77 feet to calculated point;thence with the approximate centerline of the 60-foot right of
way for North Carolina Secondary Road#1313,commonly known as Joe Kerr Road,South 68°06'
46"West 475.53 feet to calculated in said road centerline;thence with the conterminous lines of that
certain 2.008 acres,more or less,tract of land shown on"Boundary Survey&Final Plat The Property
of J.R.and Daphne Brantley Limited Partnership"recorded in Plat Cabinet#H page 511(current Tax
Parcel:06-237-0038),the following three courses and distances:1)North 19°01'46"West,passing
existing#4 rebar in said S.R.#1313 right of way as shown in Plat Cabinet#H page 511,for a total
distance of 334.36 feet to existing#4 rebar;thence,2)South 70°58'52"West 250.05 feet to existing
#4 rebar with NC Grid Coordinates N:463337.29,E:1454050.28;thence,3)South 19°02'18"East,
passing the northwesterly margin of the right of way of SR 1313 at 332.85 feet(calculated point),
passing existing#4 rebar at 349.62 feet,passing the southeasterly margin of the right of way of SR
1313 at 393.73 feet(calculated point),for a total distance of 399.61 feet to#5 rebar set;thence with the
northwesterly conterminous line of property owned now or formerly by Mary L.Marquez,previously,
Mary P.Lesslie,currently Tax Parcel 06-222-022,South 62°04'29"West 545.58 feet to calculated
point in the centerline of SR,f 131 2;thence vrith the approximate centerline of SR#1312,the following
six courses and distances:1)with the arc of a circle bearing counter-clockwise,having a radius of
550.00 feet,over a length of 249.30 feet,a chord bearing,North 30°42'15"West,a chord
distance of 247.17 feet to calculated point;thence,2)North 43°41'24"West 252.44 feet to
calculated point;3)North 44°28'23"West 240.01 feet to calculated point;thence,4)North 47°02'
05"West 93.70 feet to calculated point;thence,5)North 51°00'44"West 94.96 feet to calculated
point;thence,6)North 52°32'50"West 69.55 feet to calculated point;thence,North 36°03'46"
East 30.00 feet to#5 rebar set;thence with the northeasterly conterminous line of the easterly margin
of the right of way for S.R.#1312,the following three courses and distances: 1)North 53°56'14"
West 129.69 feet to#5 rebar set;thence,2)with the arc of a circle bearing clockwise,having a
radius of 1115.92 feet,over a length of 145.09 feet,a chord bearing,North 50°12'45"West,a
cord distance of 144.99 feet to#5 rebar set;thence,3)North 41°18'42"West 182.77 feet to the
point and place of BEGINNING,containing 40.035 acres,more or less,all as shown on map of survey
of Charles Scott Logue,North Carolina Land Surveyor,dated August 30,2022.

BK 8615 PG 0490
Being the intent to convey all rights,title and interest to Union County Tax Parcel:06-237-003A
Derivation:Being the same property that John R Branley,Jr.and wife Daphne B.Brantley conveyed
to J.R.And Daphne Brantley Limited Partnership by deed filed December 30,1994 in Book 756 page
818.The original general partner,John R.Branley died on March 29,2022 in Union County,NC.
Under the teens of the partnership agreement the Grantee became the general partner.Further being
the same property conveyed by said Limited Partnership to John R.Brantley,III and Joyce B.Crane,
Co-Trustees of the John R.Brantley,Jr.Trust u/a DTD May 9,2007 filed just prior to this instrument.
***********************
Tract II:Being all of that 3.00 acres,more or less,tract of land that John R.Brantley,Jr.(widower)
conveyed to John R.Brantley,Jr.Trustee of the John R.Brantley,Jr.Trust u/a DTD May 9,2007 by
Quit Claim Deed filed August 8,2007 in Book 4649 page 56 and being more particularly described as
follows:
To find the Beginning point of Tract II.START at a#5 rebar set in the northeasterly margin of the
right of way for North Carolina Secondary Road#1312,commonly known as Marvin Road,said right
of way having a variable width,reference being made to NCDOT Project No.8.2671101,said START
point having NC Grid Coordinates N:463767.03,E:1452713.09,the Beginning being located South
51°09' 16"East 294.02 feet from NCGS Station"Union HM58"(located in Mecklenburg County),
having NC Grid Coordinates N:463951.4400,E:1452484.1000,(said Start point located northeast of
the southeastern terminus of bridge across the Six Mile Creek),thence from said Start point follow the
northeasterly variable margin of said Marvin Road,North 41°18'42"West 50.00 feet to calculated
point in approximate centerline of the Six Mile Creek;thence following the"Field Located Centerline
of Six Mile Creek"being also the conterminous boundary line with Mecklenburg County,following
nine courses and distances:1)North 53°44'23"East 46.01 feet to a calculated point;thence,2)North
48°02'20"East 108.76 feet to a calculated point;thence,3)North 49°15'32"East 125.01 feet to a
calculated point;thence,4)North 49°49'21"East 111.81 feet to a calculated point;thence,5)North
76°31'23"Fast 114.52 feet to a calculated point;thence,6)North 81°50'39"East 106.72 feet to
calculated point;thence,7)North 73°44'51"East 55.91 feet to calculated point;thence,8)North 39°
25'56"East 56.19 feet to calculated point;thence,9)North 75°00'50"East 100.19 feet to calculated
point being the BEGINNING;
thence from the BEGINNING and following the"Field Located Centerline of Six Mile Creek"being
also the conterminous boundary line with Mecklenburg County,following three courses and distances:
1)North 56°27'30"East 181.20 feet to calculated point;thence,2)North 51°33'47 East 130.61
feet to calculated point;thence,3)North 37°26'37"East 84.44 feet to calculated point;thence with
the conterminous lines of Tract I above-described,the following three courses and distances: 1)South
27°08'53"East 392.54 feet to#5 rebar set;thence,2)South 62°33'27"West 384.43 feet to#5
rebar set;thence 3)North 27°08'53"West 312.54 feet to the point and place of BEGINNING,
containing 3.00 acres,more or less,all as shown on map of survey of Charles Scott Logue,North
Carolina Land Surveyor,dated August 30,2022.
Being the intent to convey all rights,title and interest to Union County Tax Parcel:06-237-003.
Derivation:Being all of that 3.00 acres,more or less,tract of land that John R.Brantley,Jr.(widower)
conveyed to John R.Brantley,Jr.Trustee of the John R.Brantley,Jr.Trust u/a DTD May 9,2007 by
Quit Claim Deed filed August 8,2007 in Book 4649 page 56.

BK 8615 PG 0491
STATE OF NORTH CAROLINA
UNION COUNTY
CERTIFICATION OF TRUST OF TILE
JOHN R BRANTLEY,JR TRUST
UNDER AGREEMENT DATED MAY 9,2007
.rtr
The undersigned Trustees,execute this CERTIFICATION OF TRUST this the.7 day ofAugust,2022,
and certify the following:
1. The JOHN R.BRANTLEY,JR.TRUST UNDER AGREEMENT DATED MAY 9,2007
(hereinafter called"Trust")is in existence;
2. The name of the Grantor is JOHN R BRANTLEY,JIL;
3. The trust was Revocable until the death of the Grantor,JOHN R.BRANTLEY,JR,on March
29,2022;
4. JOHN R BRANTLEY,III,whose address is 4 Mallard Shores Place,Lexington,SC 29072,
and JOYCE B.CRANE whose address is 2120 Sunset Road,Charlotte,NC 28216,are the only
currently acting Co-Trustees.IfJOHN R.BRANTLEY,III or JOYCE B.CRANE fail or cease to act for
any reason,one of them may act as the sole Trustee;
5. The Trustees have the authority to sign or otherwise authenticate on behalf of the Trust;andho
other entity or individual is required to execute a document on behalf of the Trust; 5e}C
6. The Trust's taxpayer identification number is nowt; Q
7. The Trustee has all of the powers set forth in North Carolina General Statute Chapter 36C Article
8 and North Carolina General Statute§32-27,which are incorporated by reference as they exist at the
date of the execution of the Trust,except for North Carolina General Statute§32-27(29)which is
expressly not incorporated therein. These powers are granted to the Trustee pursuant to North Carolina
General Statute§32-26 and shall be in addition to,and not in limitation of,the provisions of North
Carolina General Statute§36C Article 8.
In addition to the incorporated powers and any powers conferred by law or conferred elsewhere
in the Trust instrument,the Trustee has the following powers with respect to the trust property to be
exercised without court order for any purpose that the Trustee may deem advisable:acquire and retain for
any period of time investments,located within or outside the United States,and including futures,
options,oil,gas or mineral rights;to sell,exchange,convert,partition or abandon or otherwise dispose
of,or grant options with respect to,any real or personal property at public or private sale or otherwise,
upon any terms and conditions,including credit,with or without security;to manage any real or personal
property,to continue to own,or to form initially,and operate any business interest,to borrow money to
secure thepaymcnt of any amount so borrowed,hold property in nominee fore,exercise security rights,
perform banking transactions,collect death benefits,handle actions on claims,employ advisors,deal
with estates and trusts,divide or distribute assets,determine credits or charges to income and principal,
distribute assets to or for the benefit of beneficiaries,retention and acquisition of bank securities,hold

BK 8615 PG 0492
ssscts of separate trusts,consolidate of similar trusts,separate and distribute trust property for GST tax
purposes,take actions regarding environmental law,execute and deliver documents,withhold fends for
taxes and other expenses,and such other powers as are stated in the Trust Agreement
8. In the event that the named Co-Trustees are unable to serve for any reason at any time,the Trust
Protector,HELEN RUTH HARWELL shall have the power to appoint Successor Trustees of this Trust
without prior or subsequent Court approval;
9. The manner of taking title to the property is JOHN R.BRANTLEY, III and JOYCE B.
CRANE,Co-Tristees of the JOHN R.BRANTLEY,JR.TRUST UNDER AGREEMENT DATED
MAY 9,2007.
10. The above described Trust has not been revoked,modified or amended in any manner that would
cause the representations contained in this Certification of Trust to be incorrect.
This Certification of Trust executed and effective on the day and year first above written:
/ A-"'-- (SEAL)
JOY,G B!
STATE OF .4112•0W ji
COUNTY OF MO0-lt-t,&,ytgr
1, 1 fI L tY A-l) avwr ,a Notary Public in and for said County and State,do hereby
certify that JOYCE B.CRANE personally appeared before me on this day and acknowledged the due
execution of the foregoing instrument.
1Ntlitm` f^}rity, d and notarial seal,this_Li_day of August,2022.
Cam'
°I Try Public
smp lJ gNOTARY = My Commission expires_ it��"�L�
, iIC =� /
'�/10 •• r004\\� 1 4 (sEAL1
lv' 1, C'Lt.MDG�•-actO. BRANTLEY.III
STATE OF ---
COUNTY OF �yt t.r��Id t C�,
I- ri.t Yt.of 0...<412•raik.Notary Public in and for said County and State,do hereby
certify that OT N R.BRANTLEY,TRpersonally appeared before me on this day and acknowledged the
due execution of the foregoing instrument.
Witness my hand and notarial seal,this filittay of�August,2022.
n
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[SEAL]4,NxZM1A CJO,'p'., LsslhJtseJ
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COMPANY AGREEMENT
FOR
ESTATES AT MARVIN ACRES LLC
ARTICLE I: DEFINITIONS 2
ARTICLE II: ORGANIZATION 6
ARTICLE HI: MEMBERSHIP; DISPOSITIONS OF INTERESTS 7
ARTICLE IV: CAPITAL CONTRIBUTIONS AND ACCOUNTS 10
ARTICLE V:ALLOCATIONS OF PROFITS AND LOSSES AND DISTRIBUTIONS 13
ARTICLE VI:MANAGER 18
ARTICLE VII:MEETINGS OF MEMBERS 26
ARTICLE VIII: INDEMNIFICATION 29
ARTICLE IX: TAXES 31
ARTICLEX::BOOKS, RECORDS, REPORTS,AND BANK ACCOUNTS 32
ARTICLE XI:BANKRUPTCY OFAMEMBER 32
ARTICLE XII:DISSOLUTION,LIQUIDATION, REFINANCE,AND/OR TERMINATION 33
ARTICLEXIII:EVENTS OF DEFAULT 34
ARTICLE XIV: CERTIFICATES 35
ARTICLE XV: GENERAL PROVISIONS 36
1

COMPANY AGREEMENT
OF
ESTATES AT MARVIN ACRES LLC
A North Carolina Limited Liability Company
This Company Agreement of ESTATES AT MARVIN ACRES LLC, dated as of October
21, 2022, is adopted by the Manager (as defined below) and executed and agreed to, for good and
valuable consideration, by and among the Members (as defined below).
ARTICLE I: DEFINITIONS
1.1 Definitions. As used in this Company Agreement, the following terms have the
following meanings:
i. "Act"means the North Carolina Limited Liability Company Act and any successor
statute, as amended from time to time (or any corresponding provisions of
succeeding law).
ii. "Additional Capital Contributions" means any Capital Contribution to the
Company by a member made subsequent to the member's initial capital
contribution. Further explanation is set forth in Section 4.2.
iii. "Adjusted Capital Account" means, with respect to any Member, the Member's
Capital Account balance, increased by the Member's share of Member Minimum
Gain.
iv. "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 or other period, after giving effect to the following adjustments: (i) any
amounts that such Member is, or is deemed to be, obligated to restore pursuant to
Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations, the penultimate sentence
of Section 1.704-2(g)(1) of the Treasury Regulations, or the penultimate sentence
of Section 1.704-2(i)(5) of the Treasury Regulations, shall be credited to such
Capital Account; and (ii) the items described in Sections 1.704- 1(b)(2)(ii)(d)(4),
(5), and (6) of the Treasury Regulations shall be debited to such Capital Account.
For these purposes, no Member who has an unconditional obligation to restore any
deficit balance in his or its Capital Account in accordance with the requirements of
Section 1.704-1(b)(2)(ii)(b)(3) of the Treasury Regulations shall have an Adjusted
Capital Account Deficit. 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.
v. "Affiliate"means any Person that directly or indirectly controls, is controlled by, or
is under common control with the Person in question.As used in this definition,the
term "control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether through
ownership of voting securities, by contract or otherwise. All the Sponsors of the
acquisition of the Property shall be an Affiliate of the Company and may act as
Officers of the Company throughout its ownership of the Property, unless they are
removed according to the terms of this Agreement.

vi. "Articles" has the meaning set forth in Section 2.1.
vii. "Bankrupt" means (i) a general assignment for the benefit of creditors; (ii)
declaration of insolvency in any state insolvency proceeding; (iii) subject of an
order for relief under Chapter 7 of the United States Bankruptcy Code, 11 U.S.C.
§101 et seq., or successor statute (the "Bankruptcy Code"); (iv)voluntary debtor in
a case under Chapter 11 of the Bankruptcy Code and fails to achieve confirmation
of a plan of reorganization within 180 days; (v) involuntary debtor in a case under
either Chapter 7 or 11 of the Bankruptcy Code and fails to achieve a dismissal of
the case within 90 days, or, with respect to a Chapter 11 case in which an order for
relief is entered prior to the expiration of 90 days, fails to achieve confirmation of
a plan of reorganization within 180 days of the commencement of the involuntary
case; or (vi) the appointment of a trustee, receiver or liquidator with respect to all
or substantially all of his or its properties, and, where such appointment was
contested, there has been a failure to vacate such appointment within 90 days of
appointment.
viii. "Bankrupt Member" means a Member of the Company who has filed for
Bankruptcy and/or has become Bankrupt.
ix. "Book Depreciation" means for any asset for any fiscal year or other period an
amount that bears the same ratio to the Gross Asset Value of that asset at the
beginning of such fiscal year or other period as the federal income tax depreciation,
amortization, or other cost recovery deduction allowable for that asset for such year
or other period bears to the adjusted tax basis of that asset at the beginning of such
year or other period. If the federal income tax depreciation, amortization, or other
cost recovery deduction allowable for any asset for such year or other period is zero,
the Book Depreciation for that asset shall be determined with reference to such
beginning Gross Asset Value using any reasonable method selected by the
Manager.
x. "Business Day" means any day other than a Saturday, a Sunday, or a holiday on
which national banking associations in the State of North Carolina are closed.
xi. "Capital Account"means the capital account maintained for a Member pursuant to
Section 4.5 of this Company Agreement.
xii. "Capital Contribution" means any contribution by a Member to the capital of the
Company, which could be in the form of cash, assets, property, or service.
xiii. "Change of Control" means: (1) the Company is merged or consolidated with
another entity and as a result of such merger or consolidation less than 50% of the
outstanding voting securities of the surviving or resulting entity are owned in the
aggregate by the Members of the Company as determined immediately prior to the
Change of Control; (2) the Company sells all or substantially all of its assets to
another entity, that is not a wholly owned subsidiary of the Company; or (3) any
Person acquires 50%or more of the aggregate outstanding Membership Interests of
the Company (whether directly, indirectly, beneficially, or of record) pursuant to
any transaction or combination of transactions.

xiv. "Class A Member"means any Member designated as a Class A Member on Exhibit
A.
xv. "Class A Unit"means a unit of membership (ownership) in the Company held by a
Class A Member as set forth on Exhibit A.
xvi. "Class MMember"means the Member designated as a Class M Member on Exhibit
A.
xvii. "Class M Unit" means a unit of membership (ownership) in the Company held by
the Class M Member as set forth on Exhibit A.
xviii. "Code" means the Internal Revenue Code of 1986 and any successor statute, as
amended from time to time.
xix. "Company" means ESTATES AT MARVIN ACRES LLC, a North Carolina
limited liability company.
xx. "Company Agreement" means this Company Agreement of ESTATES AT
MARVIN ACRES LLC, including all Exhibits and Schedules attached hereto, as
amended from time to time. Words such as "herein," "hereinafter," "hereof,"
"hereto," and"hereunder"refer to this Company Agreement as a whole, unless the
context otherwise requires.
xxi. "Company Minimum Gain" has the meaning set forth in Section 1.704-2(b)(2) of
the Treasury Regulations.
xxii. "Dispose," "Disposing," or "Disposition" means a sale, assignment, transfer,
exchange, mortgage, pledge, grant of a security interest, or other disposition or
encumbrance (including, without limitation, by operation of law), or the acts
thereof, whether or not for consideration.
xxiii. "Event of Default" has the meaning set forth in Section 13.1.
xxiv. "General Interest Rate"means a rate per annum equal to the lesser of(a)the greater
of six percent (6%) or SOFR plus three percent (3%) per annum, and (b) the
maximum rate permitted by applicable law.
xxv. "Gross Asset Value"has the meaning set forth in Section 4.5(c).
xxvi. "Invested Capital" means the total Capital Contribution of a Member in the
Company who purchased interests in the Company pursuant to the Private
Placement Memorandum or a primary offering of the Company.
xxvii. "Losses" has the meaning set forth in Section 4.5(b).
xxviii. "Majority Interest" means one or more Members having among them more than
fifty percent (50%) of the Voting Ratios of all Members.

xxix. "Manager" means any Person or Persons named in the Articles as an initial
Manager of the Company and any Person or Persons hereafter elected as a Manager
of the Company as provided in this Company Agreement, but does not include any
Person who has ceased to be a Manager of the Company. Currently, GOLDEN
TERRAIN LLC is the sole Manager of the Company.
xxx. "Member" means any Person executing this Company Agreement as of the date of
this Company Agreement as a member or hereafter admitted to the Company as a
member as provided in this Company Agreement, but does not include any Person
who has ceased to be a member in the Company.
xxxi. "Member Capital" means with respect to each Member, the amount of such
Member's Capital Contributions to the Company as set forth on Exhibit A.
xxxii. "Membership Interest"means the interest of a Member in the Company, including,
without limitation, rights to distributions (liquidating or otherwise) and allocations.
xxxiii. "Member Minimum Gain"means partnership minimum gain attributable to partner
nonrecourse debt as determined under the rules of Section 1.704-2(i) of the
Treasury Regulations.
xxxiv. "Member Nonrecourse Deductions" has the meaning set forth in Section 1.704-
2(i)(2) of the Treasury Regulations.
xxxv. "New Securities"has the meaning set forth in Section 3.4.
xxxvi. "New Securities Notice"has the meaning set forth in Section 3.4.
xxxvii. "Person" means an individual or a corporation, limited liability company,
partnership, trust, estate, unincorporated organization, association, or other entity.
xxxviii. "Pledge" or "Pledging" means a mortgage, pledge, grant of a security interest, or
other encumbrance (including, without limitation, by operation of law), or the acts
thereof, whether or not for consideration.
xxxix. "Private Placement Memorandum" means the initial Private Placement
Memorandum of the Company, dated October 24,2022.
xl. "Profits" has the meaning set forth in Section 4.5(b).
xli. "Required Interest" means one or more Members having among them more than
fifty percent (50.00%) of the Voting Ratios of all Members.
xlii. "Required Supermajority Interest" means one or more Members having among
them more than seventy-five percent (75%) of the Voting Ratios of all Members.
xliii. "Securities Act" means the Securities Act of 1933, as amended.
xliv. "Sell," "Selling," or "Sale" means a sale, assignment, transfer, exchange, or other
disposition (including, without limitation, by operation of law), or the acts thereof,

whether or not for consideration.
xlv. "Sharing Ratio" with respect to any Member means the percentage set forth
opposite each Member's name on Exhibit A to this Company Agreement, as such
Exhibit may be amended from time to time in accordance with this Company
Agreement.
xlvi. "Transfer," "Transferring," or "Transferred" means Sell or Pledge, Selling or
Pledging, or the completion of a Sale or Pledge.
xlvii. "Treasury Regulations" means the Department of Treasury Regulations
promulgated under the Code, whether proposed, temporary, or final, as amended
and in effect (including corresponding provisions of succeeding Company
Agreement).
xlviii. "Unit" means a unit of membership (ownership) in the Company.
xlix. "Unrecovered Capital Contribution" shall be calculated as a Member's Capital
Contribution to the Company less any prior distributions of capital.
1. "Voting Ratio" means the voting power of each Member in the Company as set
forth in Exhibit A and in accordance with this Company Agreement.
li. Other terms defined herein have the meanings so given to them.
1.2 Construction. Whenever the context requires, the gender of all words used in this
Company Agreement includes the masculine, feminine, and neuter. All references to an article or
a section refer to articles and sections of this Company Agreement, and all references to exhibits
are to exhibits attached hereto, each of which is made a part hereof for all purposes. Whenever the
words "include," "includes," and "including" are used in this Company Agreement, such words
shall be deemed to be followed by the words "without limitation." The language used in this
Company Agreement shall be deemed to be the language that the parties hereto have chosen to
express their mutual intent, and no rule of strict construction will be applied against any party
hereto.
ARTICLE II: ORGANIZATION
2.1 Formation. The Company has been organized as a North Carolina limited liability
company by the filing of the Articles of Organization (the "Articles") under and pursuant to the
Act. The rights and liabilities of the Members shall be as provided under the Act, the Articles and
this Company Agreement.
2.2 Name. The name of the Company is"ESTATES AT MARVIN ACRES LLC" and
all Company business must be conducted in that name or such other names that comply with
applicable law as the Manager may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office in the United States;
Other Offices. The registered office of the Company required by the Act to be maintained in the
State of North Carolina shall be the office of the initial registered agent named in the Articles or
such other office as the Manager may designate from time to time in the manner provided by law.

The registered agent of the Company in the State of North Carolina shall be the initial registered
agent named in the Articles or such other Person or Persons as the Manager may designate from
time to time in the manner provided by law. The principal office of the Company in the United
States shall be at such place as the Manager may designate from time to time, which need not be
in the State of North Carolina, and the Company shall maintain records there as required by the
Act and shall keep the street address of such principal office at the registered office of the
Company in the State of North Carolina. The Company may have such other offices as the
Manager may designate from time to time.
2.4 Purpose. The purpose of the Company shall be solely to engage in owning,
developing, operating, and managing certain real property located at 9820 Joe Kerr Rd., Marvin,
North Carolina 28173 and all improvements and all appurtenances thereon(herein referred to as
the "Property"); and further the Company may engage in any other lawful activity.
2.5 Foreign Qualification. Prior to the Company's conducting business in any
jurisdiction other than North Carolina, the Manager shall cause the Company to comply, to the
extent procedures are available and those matters are reasonably within the control of the Manager,
with all requirements necessary to qualify the Company as a foreign limited liability company in
that jurisdiction. At the request of the Manager, each Member shall execute, acknowledge, swear
to, and deliver all certificates and other instruments conforming with this Company Agreement
that are necessary or appropriate to qualify, continue, and terminate the Company as a foreign
limited liability company in all such jurisdictions in which the Company may conduct business.
2.6 Term. The Company shall continue in existence until the end of the period fixed in
the Articles for the duration of the Company, or such earlier time as this Company Agreement may
specify.
2.7 No State-Law Partnership. The Members intend that the Company not be a
partnership (including, without limitation, a limited partnership) or joint venture, and that no
Member or Manager be a partner or joint venturer of any other Member or Manager, for any
purposes other than federal and state tax purposes, and this Company Agreement may not be
construed to suggest otherwise. This Section 2.7 shall not, however, prohibit the Company from
becoming a partner or joint venturer of a partnership or joint venture with one or more other
Persons.
2.8 Mergers and Exchanges. The Company may be a party to a merger, consolidation,
or other reorganization, subject to the requirements of Section 6.1.
ARTICLE III: MEMBERSHIP; DISPOSITIONS OF INTERESTS
3.1 Initial Members. The initial Members of the Company are the Persons executing
this Company Agreement as of the date of this Company Agreement as Members, each of which
is admitted to the Company as a Member effective contemporaneously with the execution by such
Person of this Company Agreement.
(a) There shall be two (2)classes of Members, Class A and M Members with their
respective rights and obligations set forth in this Company Agreement. The Class A
Members shall represent fifty percent (50%) of the Sharing Ratio and the Class M
Member shall represent fifty percent (50%) of the Sharing Ratio in the Company.
(b) Unless otherwise required by the Act or by applicable law, the Class A

Members shall not have voting rights in the Company and the Class M Member shall
always represent one hundred percent (100%) of the Voting Ratio in the Company. In
the event this Section 3.1(b) be invalidated on any ground by a court of competent
jurisdiction, the Voting Ratio shall be the Sharing Ratio for specific matters as required
by law but not on all matters that require a vote of the Members under this Agreement.
32 Representations and Warranties. Each Member hereby represents and warrants
to the Company and each other Member that (a) if that Member is a corporation, it is duly
organized, validly existing, and in good standing under the law of the state of its incorporation and
is duly qualified and in good standing as a foreign corporation in the jurisdiction of its principal
place of business (if not incorporated therein); (b) if that Member is a limited liability company, it
is duly organized, validly existing, and (if applicable) in good standing under the law of the state
of its organization and is duly qualified and (if applicable) in good standing as a foreign limited
liability company in the jurisdiction of its principal place of business (if not organized therein); (c)
if that Member is a partnership, trust, or other entity, it is duly formed, validly existing, and (if
applicable) in good standing under the law of the state of its formation, and if required by law is
duly qualified to do business and(if applicable) in good standing in the jurisdiction of its principal
place of business (if not formed therein), and the representations and warranties in clause (a), (b),
or(c), as applicable, are true and correct with respect to each partner (other than limited partners),
trustee, or other member thereof; (d) that Member has full corporate, limited liability company,
partnership, trust, or other applicable power and authority to execute and agree to this Company
Agreement and to perform its obligations hereunder and all necessary actions by the board of
directors, shareholders, Manager, members, partners, trustees, beneficiaries, or other Persons
necessary for the due authorization, execution, delivery, and performance of this Company
Agreement by that Member have been duly taken;(e)that Member has duly executed and delivered
this Company Agreement; and (f) that Member's authorization, execution, delivery, and
performance of this Company Agreement do not conflict with any other agreement or arrangement
to which that Member is a party or by which it is bound.
33 Restrictions on Transfer of Membership Interest.
(a) Other than a Transfer by a Member to an Affiliate,no Member may Transfer
all or any portion of his or its Membership Interest in the Company without the consent of the
Manager. Any attempted Transfer by a Member of an interest or right, or any part thereof, in or in
respect of the Company other than in accordance with this Section 3.3 shall be, and is hereby
declared, null, and void ab initio.
(b) Subject to the provisions of Section 3.3(c), 3.3(d), and 3.3(e), a Person to
whom an interest in the Company is Transferred in accordance with Section 3.3(a) hereof has the
right to be admitted to the Company as a Member with the Sharing Ratio and Voting Ratio so
Transferred to such Person, only if(i) the Member making such Transfer grants the transferee the
right to be so admitted, and (ii) such admission is consented to by the Manager.
(c) The Company may not recognize for any purpose any purported Transfer
of all or part of the Membership Interest unless and until the other applicable provisions of this
Section 3.3 have been satisfied and the Manager has received, on behalf of the Company, a
document (i) executed by both the Transferring Member (or if the Transfer is on account of the
death, incapacity, or liquidation of the transferor, his or its representative) and the Person to whom
or which the Membership Interest or part thereof is being Transferred, (ii) including the notice
address of any Person to be admitted to the Company as a Member and his or its agreement to be

bound by this Company Agreement in respect of the Membership Interest or part thereof being
obtained, (iii) setting forth the Sharing Ratios and Voting Ratios after the Transfer of the
Transferring Member and the Person to whom or which the Membership Interest or part thereof is
Transferred (which together must total the Sharing Ratio and Voting Ratio of the Transferring
Member prior to the Transfer), and(iv) containing a representation and warranty that the Transfer
was made in accordance with all applicable laws and Company Agreement(including federal and
state securities laws) and, if the Person to which the Membership Interest or part thereof is
Transferred is to be admitted to the Company, its representation and warranty that the
representations and warranties in Section 3.2 are true and correct with respect to that Person. Each
Transfer and, if applicable, admission complying with the provisions of this Section 3.3(c) is
effective as of the first day of the calendar month immediately succeeding the month in which the
Manager receives the notification of Transfer and the other requirements of this Section 3.3 have
been met.
(d) For the right of a Member to Transfer a Membership Interest or any part
thereof or of any Person to be admitted to the Company in connection therewith to exist or be
exercised, (i)either(A)the Membership Interest or part thereof subject to the Transfer or admission
must be registered under the Securities Act and any applicable state securities laws or
(B) the Company must receive a favorable opinion of the Company's legal counsel or of other
legal counsel acceptable to the Manager to the effect that the Transfer or admission is exempt from
registration under those laws. The Manager, however, may at their discretion waive the
requirements of this Section 3.3(d).
(e) The Member effecting a Transfer and any Person admitted to the Company
in connection therewith shall pay, or reimburse the Company for, all costs incurred by the
Company in connection with the Transfer or admission (including, without limitation, the legal
fees incurred in connection with the legal opinions referred to in Section 3.3(d)) on or before the
tenth (10th) day after the receipt by that Person of the Company's invoice for the amount due. If
payment is not made by the date due,the Person owing that amount shall pay interest on the unpaid
amount from the date due until paid at a rate per annum equal to the General Interest Rate.
3.4 New Securities. The Manager may in its sole discretion, accept new Members into
the Company after the date of this Company Agreement and issue New Securities represented by
a Membership Interest as part of its initial raise of capital through the Class A Members within the
terms set forth in a Private Placement Memorandum. Further, the Manager may accept new
Members into the Company after the date of this Company Agreement and issue New Securities
represented by a Membership Interest in order to raise additional capital outside the initial offering.
Collectively, any new issuance of Membership Interests shall be referred to as("New Securities").
Upon the issuance of New Securities, the Manager will provide written notice of same to the
Members ("New Securities Notice").
35 Interests in a Member. A Member that is not a natural person may not cause or
permit an interest, direct or indirect, in itself to be Disposed without the consent of the Manager,
such that Member shall cease to be controlled by substantially the same Persons who control it as
of the date of its admission to the Company. On any breach of the provisions of this clause of the
immediately preceding sentence,the Company shall have the option to buy, and on exercise of that
option the breaching Member shall sell, the breaching Member's Membership Interest, all in
accordance with Section 11.1 as if the breaching Member were a Bankrupt Member.
3.6 Information. In addition to the other rights specifically set forth in this Company

Agreement, each Member is entitled to all information to which that Member is entitled to have
access pursuant to the Act under the circumstances and subject to the conditions therein stated,but
only to the extent required under the Act.
3.7 Liability to Third Parties. No Member or Manager shall be liable for the debts,
obligations, or liabilities of the Company, including under a judgment decree or order of a court.
3.8 Withdrawal. A Member does not have the right or power to withdraw from the
Company as a Member except in connection with a Disposition of the entirety of such Member's
Membership Interest in accordance with this Article III.
3.9 Lack of Authority. No Member(other than a Manager or an officer acting in that
capacity) has the authority or power to act for or on behalf of the Company, to do any act that
would be binding on the Company, or to incur any expenditures on behalf of the Company.
3.10 Redemption. The Managers may at any time cause the Company to redeem
Membership Interests from Members for the price of the inside basis of the Member plus any
accrued preferred return interest. There is no guarantee that the Company will have sufficient funds
to cause the redemption of Membership Interests. Therefore, the investment in the Company
should be considered illiquid. The effect of redemption on Members who do not sell their
Membership Interests will be an increase in the Members' percentage interest in the Company and
therefore an increase in the Members' proportionate interest of the Company and an increase in
the relative voting power of each remaining Member. The Manager may in its sole discretion
redeem a Member's interest (i) in order to maintain compliance with the Securities Act or other
applicable law, (ii) as part of a bona fide settlement agreement arising from any legal action
including threatened legal action by a Member of the Company or judgment against the Company
by a court of competent jurisdiction, or(iii) for the best interest of the Company. Notwithstanding
anything to the contrary herein, redemption shall be at the sole and absolute discretion of the
Manager and the Manager shall not be compelled to redeem or repurchase Memberships Interests.
ARTICLE IV: CAPITAL CONTRIBUTIONS AND ACCOUNTS
4.1 Initial Contributions. Contemporaneously with the execution by such Member of
this Company Agreement, each Member shall make the Capital Contributions described for that
Member in Exhibit A.
4.2 [RESERVED]
4.3 Return of Contributions. Except as otherwise provided in this Company
Agreement, a Member is not entitled to the return of any part of his or its Capital Contributions or
to be paid interest in respect of either his or its Capital Account or his or its Capital Contributions.
Any unreturned Capital Contribution is not a liability of the Company or of any Member. A
Member is not required to contribute or to lend any cash or property to the Company to enable the
Company to return any Member's Capital Contributions.
4.4 Advances by Members. If the Company does not have sufficient cash to pay its
obligations, any Member(s) that agrees to do so, with the Manager's consent, may advance all or
part of the needed funds to or on behalf of the Company. An advance described in this Section
constitutes a loan from the Member to the Company, bears interest at the General Interest Rate
from the date of the advance until the date of payment, and is not a Capital Contribution(the
"Member Loan").

4.5 Capital Accounts.
(a) A Capital Account shall be established and maintained for each Member in
accordance with the following provisions.
(i) Each Member's Capital Account shall be increased by (A) the
amount of money contributed by that Member to the Company, (B) the Gross Asset Value
of property contributed by that Member to the Company (net of liabilities secured by the
contributed property that the Company is considered to assume or take subject to under
Section 752 of the Code), and(C) allocations to that Member of Profits (or items thereof),
including income and gain exempt from tax and income and gain described in Section
1.704-1(b)(2)(iv)(g) of the Treasury Regulations, but excluding income and gain described
in Section 1.704-1(b)(4)(i) of the Treasury Regulations.
(ii) In the event of a capital event, each Member's Capital Account shall
be decreased by (A) the amount of money distributed to that Member of the Company, (B)
the Gross Asset Value of property distributed to that Member by the Company (net of
liabilities secured by the distributed property that the Member is considered to assume or
take subject to under Section 752 of the Code), (C) allocations to that Member of
expenditures of the Company described in Section 705(a)(2)(B) of the Code, and (D)
allocations of Losses (or items thereof), including loss and deduction described in Section
1.704-1(b)(2)(iv)(g) of the Treasury Regulations, but excluding items described in clause
(C) above and loss or deduction described in Sections 1.704-1(b)(4)(i) or 1.704-1(b)(4)(iii)
of the Treasury Regulations.
(iii) The Members' Capital Accounts also shall be maintained and
adjusted as permitted by the provisions of Section 1.704-1(b)(2)(iv)(f) of the Treasury
Regulations and as required by the other provisions of Sections 1.704-1(b)(2)(iv) and
1.704(b)(4) of the Treasury Regulations, including adjustments to reflect the allocations to
the Members of depreciation, depletion, amortization, and gain or loss as computed for
book purposes rather than the allocation of the corresponding items as computed for tax
purposes, as required by Section 1.704(b)(2)(iv)(g) of the Treasury Regulations.
(iv) A Member that has more than one Membership Interest shall have a
single Capital Account that reflects all his or its Membership Interests, regardless of the
class of Membership Interests owned by that Member and regardless of the time or manner
in which those Membership Interests were acquired. On the transfer of all or part of a
Membership Interest, the Capital Account of the transferor that is attributable to the
transferred Membership Interest or part thereof shall carry over to the transferee Member
in accordance with the provisions of Section 1.704-1(b)(2)(iv)(1) of the Treasury
Regulations.
(b) "Profits"and"Losses"mean, for each fiscal year or other period, an amount
equal to the Company's taxable income or loss for such year or period, determined in accordance
with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction
required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in
taxable income or loss), but with the following adjustments for such fiscal year or other period:
(i) Income of the Company that is exempt from federal income tax as

described in Section 705(a)(1)(B) of the Code and not otherwise taken into account in
computing Profits and Losses pursuant to this Section 4.5(b) shall be added to such taxable
income or loss as if it were taxable income.
(ii) Any expenditures of the Company described in Section 705(a)(2)(B)
of the Code, or treated as expenditures under Section 705(a)(2)(B) of the Code pursuant to
Section 1.704-1(b)(2)(iv)(i) of the Treasury Regulations, and not otherwise taken into
account in computing Profits and Losses, shall be subtracted from such taxable income or
loss as if such expenditures were deductible items.
(iii) If the Gross Asset Value of any Company asset is adjusted pursuant
to this Company Agreement, the amount of the adjustment shall be taken into account as
gain or loss from the disposition of the asset for purposes of computing such taxable income
or loss.
(iv) Gain or loss resulting from any disposition of 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 the property differs from the Gross Asset Value of the property.
(v) In lieu of the deduction for depreciation, cost recovery, or
amortization taken into account in computing such taxable income or loss, there shall be
taken into account Book Depreciation for such fiscal year or other period.
(vi) Notwithstanding any other provision of this Company Agreement,
any items that are specially allocated pursuant to Section 5.3(a) or 5.3(b) of this Company
Agreement shall not be taken into account as taxable income or loss for purposes of
computing Profits and Losses.
(vii) If the Company's taxable income or taxable loss for the year or
period, as adjusted pursuant to subparagraphs (i)-(vi) above, is a positive amount, that
amount shall be the Company's Profit for such fiscal year or other period; and if negative,
that amount shall be the Company's Loss for such fiscal year or other period.
(c) "Gross Asset Value" means, for any asset, the asset's adjusted basis for
federal income tax purposes, except as set forth below:
(i) The initial Gross Asset Value of any asset contributed by a Member
to the Company shall be the gross fair market value of the asset on the date of
determination, as determined by the contributing Member and the Company. The Gross
Asset Values of all assets shall be adjusted to equal their gross fair market values, as
determined by the Manager, as of the following times: (A) the contribution of more than a
de minimis amount of money or other property to the Company as a Capital Contribution
by a new or existing Member, or the distribution by the Company to a retiring or continuing
Member of more than a de minimis amount of property as consideration for an interest in
the Company, if the Members reasonably determine that such adjustment is necessary or
appropriate to reflect the relative economic interests of the Members in the Company; or
(B) the liquidation of the Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of
the Treasury Regulations.
(ii) The Gross Asset Value of any Company asset distributed to any

Member shall be the gross fair market value of such asset on the date of distribution.
(iii) The Gross Asset Values of Company assets shall be increased (or
decreased)to reflect any adjustment to the adjusted basis of such assets pursuant to Section
734(b) of the Code or Section 743(b) of the Code, but only to the extent that such
adjustments are taken into account in determining Capital Accounts pursuant to Section
1.704-1(b)(2)(iv)(m) of the Treasury Regulations; provided, however, that Gross Asset
Values shall not be adjusted pursuant to this Section 4.5(c)(iv) to the extent the Manager
determine that an adjustment pursuant to Section 4.5(c)(ii) is necessary or appropriate in
connection with a transaction that would otherwise result in an adjustment pursuant to this
Section 4.5(c)(iv).
(iv) If the Gross Asset Value of an asset has been determined or adjusted
pursuant to Section 4.5(c)(i), (ii), or (iv), such Gross Asset Value shall thereafter be
adjusted by the Book Depreciation taken into account with respect to such asset for
purposes of computing Profits and Losses.
ARTICLE V: ALLOCATIONS OF PROFITS AND LOSSES AND DISTRIBUTIONS
5.1 Allocations.
(a) General Allocations. Except as may be required by Section 704(c) of the
Code and Section 1.704-1(b)(2)(iv)(f)(4) of the Treasury Regulations, Profits and Losses of the
Company shall be allocated among the Members as follows:
(i) Except as otherwise provided in Section 5.3 of this Company
Agreement, Profits shall be allocated to the Members first to offset prior allocations or
losses and then in proportion to their respective Sharing Ratios.
(a) Except as otherwise provided in Sections 5.1(a)(iii) and 5.3 of this
Company Agreement, Losses for any fiscal year or other period shall be allocated to the
Members in proportion to their aggregate Sharing Ratios.
(I) The aggregate amount of Losses allocated pursuant to Section
5.1(a)(ii) hereof and the next sentence of this Section 5.1(a)(iii) to any Member for any
fiscal year shall not exceed the maximum amount of losses that may be allocated to such
Member without causing such Member to have an Adjusted Capital Account Deficit at the
end of such fiscal year. All Losses in excess of the limitation in this Section 5.1(a)(iii) with
respect to any Member shall be allocated solely to the other Members in proportion to their
Sharing Ratios. If no other Member may receive an additional allocation of Losses pursuant
to this Section 5.1(a)(iii), such additional Losses not allocated pursuant to Section 5.1(a)(ii)
of this Company Agreement or the preceding sentence shall be allocated solely to those
Members that bear the economic risk for such additional Losses within the meaning of
Section 704(b) of the Code and the Treasury Regulations thereunder. If it is necessary to
allocate Losses under the preceding sentence,the Manager shall determine those Members
that bear the economic risk for such additional Losses.
(b) Transfer. All items of Profit, Loss, income, gain, loss, deduction, and credit

allocable to any Membership Interest that may have been transferred shall be allocated between
the transferor and the transferee based on the portion of the calendar year during which each was
recognized as owning that Membership Interest, without regard to the results of Company
operations during any particular portion of that calendar year and without regard to whether cash
distributions were made to the transferor or the transferee during that calendar year; provided,
however,that this allocation must be made in accordance with a method permissible under Section
706 of the Code and the Treasury Regulations thereunder.
5.2 Distributions.
(a) General. From time to time, the Manager shall determine in its reasonable
judgment to what extent (if any) the Company's cash on hand exceeds its current and anticipated
needs, including, without limitation, for operating expenses, debt service, acquisitions, Member
Loans, reasonable contingency reserve, and fees payable to the Manager as described in Section
6.1. Except as otherwise provided in Articles VI and XII, if such an excess exists, the Manager
may in their sole discretion cause the Company to distribute to the Members as follows: fifty
percent (50%) to Class A Members and fifty percent (50%) to the Class M Member in proportion
to the respective Sharing Ratios.
(b) Overriding Distribution. Notwithstanding the provisions of Section 5.2(a)
above, if at any time distributions to a Member would create or increase an Adjusted Capital
Account Deficit and if another Member has a positive Capital Account balance (after such
Adjusted Capital Account Deficit and Capital Account balances have been adjusted to reflect the
allocations of Profits, Losses, income, gains, and losses pursuant to this Article V, and taking into
account interim Profits, Losses, income, gains, and losses (determined using such accounting
methods as shall be selected by the Manager)for the period ending on or before such distribution),
such cash or assets shall be distributed first to the Member having a positive Capital Account
balance in an amount equal to such positive balance, and the remaining cash or assets, if any, shall
be distributed in accordance with Section 5.2(a) including the obligation for this to be subordinated
to any debt service on the property as referenced in this Company Agreement.
(c) Payments Not Deemed Distributions. Any amounts paid pursuant to
Section 6.9 or Article VIII of this Company Agreement shall not be deemed to be distributions for
purposes of this Company Agreement.
(d) Withheld Amounts. Notwithstanding any other provision of this Section
5.2 to the contrary, each Member hereby authorizes the Company to withhold and to pay over, or
otherwise pay, any withholding or other taxes payable by the Company with respect to the Member
as a result of the Member's participation in the Company; if and to the extent that the Company
shall be required to withhold or pay any such taxes, such Member shall be deemed for all purposes
of this Company Agreement to have received a payment from the Company as of the time such
withholding or tax is paid, which payment shall be deemed to be a distribution with respect to such
Member's Membership Interest to the extent that the Member(or any successor to such Member's
Membership Interest) is then entitled to receive a distribution. To the extent that the aggregate
amount of such payments to a Member for any period exceeds the distributions to which such
Member is entitled for such period, the amount of such excess shall be considered a loan from the
Company to such Member. Such loan shall bear interest(which interest shall be treated as an item
of income to the Company) at the General Interest Rate until discharged by such Member by
repayment, which may be made by the Company out of distributions to which such Member would
otherwise be subsequently entitled. Any withholdings authorized by this Section 5.2(d) shall be

made at the maximum applicable statutory rate under the applicable tax law unless the Company
shall have received an opinion of counsel or other evidence satisfactory to the Manager to the effect
that a lower rate is applicable, or that no withholding is applicable.
(e) Distributions in Liquidation of Member's Membership Interest. For
purposes of this Company Agreement, a liquidation of a Member's Membership Interest means
the termination of the Member's entire Membership Interest other than in connection with the
dissolution,winding up,and termination of the Company. Where a Member's Membership Interest
is to be liquidated by a series of distributions, the Membership Interest shall not be considered as
liquidated until the final distribution has been made. If a Member's Membership Interest is to be
liquidated, liquidating distributions shall be made in accordance with the positive Capital Account
balance of that Member (as determined after taking into account all Capital Account adjustments
with respect to that Member's Membership Interest for the taxable year during which the
liquidation occurs, as determined in accordance with Section 706 of the Code). A distribution in
liquidation of a Member's Membership Interest shall be made by the end of the taxable year in
which such liquidation occurs, or, if later, within 90 days after the Member's Membership Interest
is liquidated.
(fi Depreciation between Members. The Members shall share any
depreciation according to their Sharing Ratios. However, in the event a Member is unable to take
depreciation due to vehicle of investment, such allotted depreciation to said Member shall be
reverted to the Manager.
5.3 Special Allocations of Profits and Losses.
(a) Special Allocations.
(i) Qualified Income Offset. If any Member has an Adjusted Capital
Account Deficit, items of income and gain shall be specially allocated (on a gross basis)
to each such Member in an amount and manner sufficient to eliminate the Adjusted
Capital Account Deficit of such Member as quickly as possible; provided, however, that
an allocation pursuant to this Section 5.3(a)(i) shall be made only if and to the extent that
a Member would have an Adjusted Capital Account Deficit after all other allocations
provided for in this Article V have been tentatively made as if this Section 5.3(a)(i) were
not in this Company Agreement. It is intended that this Section 5.3(a)(i) constitute a
"qualified income offset" within the meaning of Section 1.704-1(b)(2)(ii)(d) of the
Treasury Regulations and shall be interpreted and applied in a manner consistent with
such Treasury Regulations.
(u) Gross Income Allocation. If any Member has a deficit Capital
Account at the end of any fiscal year, and such deficit Capital Account is in excess of the
sum of(A) the amount such Member is obligated to restore pursuant to any provisions of
this Company Agreement and (B) the amount such Member is deemed to be obligated to
restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5)of
the Treasury Regulations, each such Member shall be specially allocated items of income
and gain in the amount of such excess as quickly as possible, provided that an allocation
pursuant to this Section 5.3(a)(ii) shall be made only if and to the extent that such Member
would have a deficit Capital Account in excess of such sum after all other allocations
provided for in Article V have been made as if Section 5.3(a)(i) hereof and this Section
5.3(a)(ii) were not in this Company Agreement.

(m) Minimum Gain Chargeback - Company Nonrecourse Liabilities.
If there is a net decrease in Company Minimum Gain during any Company taxable year,
certain items of income and gain shall be allocated(on a gross basis)to the Members in the
amounts and manner described in Section 1.704-2(f) of the Treasury Regulations. This
Section 5.3(a)(iii) is intended to comply with the minimum gain chargeback requirement
(set forth in Section 1.704-2(f) of the Treasury Regulations) relating to Company
nonrecourse liabilities (as defined in Section 1.704-2(b)(3) of the Treasury Regulations)
and shall be so interpreted.
(iv) Minimum Gain Chargeback-Member Nonrecourse Debt. If there
is a net decrease in Member Minimum Gain during any Company taxable year, certain
items of income and gain shall be allocated (on a gross basis) as quickly as possible to
those Members who had a share of the Member Minimum Gain (determined pursuant to
Section 1.704-2(i)(5) of the Treasury Regulations)in the amounts and manner described in
Section 1.704-2(i)(4) of the Treasury Regulations. This Section 5.3(a)(iv) is intended to
comply with the minimum gain chargeback requirement(set forth in Section 1.704-2(i)(4)
of the Treasury Regulations) relating to Member nonrecourse debt (as defined in Section
1.704-2(b)(4) of the Treasury Regulations) and shall be so interpreted.
(v) Basis Adjustments. To the extent an adjustment to the adjusted tax
basis of any Company asset pursuant to Sections 734(b) or 743(b) of the Code is required,
pursuant to Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations, to be taken into
account in determining Capital Accounts, 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 a manner consistent with the manner in which their
Capital Accounts are required to be adjusted pursuant to such Section of the Treasury
Regulations.
(vi) Nonrecourse Deductions. Member Nonrecourse Deductions shall
be allocated in accordance with Section 1.704-2(i)(1) of the Treasury Regulations to the
Member who bears the economic risk of loss with respect to such deductions.
(vii) Allocation of Proceeds of Nonrecourse Liability. The
determination of whether any distribution by the Company is allocable to the proceeds of
a nonrecourse liability of the Company shall be made by the Member under any reasonable
method that is in compliance with Section 1.704-2(h) of the Treasury Regulations.
(b) Curative Allocations. The allocations set forth in Sections 5.1(a)(iii) and
5.3(a) hereof(the "Regulatory Allocations") are intended to comply with certain requirements of
Section 1.704-1(b) of the Treasury Regulations. The Members hereby acknowledge and agree that
the Regulatory Allocations may not be consistent with the manner in which the Members intend
to make Company distributions. Accordingly, the Manager is hereby authorized and directed to
make other allocations of Profit, Loss, or Book Depreciation among the Members in any
reasonable manner that the Manager deems appropriate, in their sole discretion, so as to prevent
the Regulatory Allocations from distorting the manner in which the Company distributions would
otherwise be divided among the Members pursuant to Sections 5.2 and 12.2 hereof. In general,the
Members anticipate that this will be accomplished by specially allocating other Profits, Losses, or
Book Depreciation among the Members so that, after such offsetting special allocations are made,
the amount of each Member's Capital Account will be, to the extent possible, equal to the Capital

Account balance such Member would have had if the Regulatory Allocations were not a part of
this Company Agreement and all Company items had been allocated to the Members solely
pursuant to Section 5.1(a)hereof.
(c) Tax Allocations: Code Section 704(c). In accordance with Section 704(c)
of the Code 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 the initial Gross Asset Value
of such property (determined in accordance with Section 4.5(c)(i) hereof). In accordance with the
requirements of Section 1.704-1(b)(4)(i) of the Treasury Regulations, if the.Gross Asset Value of
any Company asset is adjusted pursuant to Section 4.5(c)(ii) 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 the Gross Asset Value
of such asset in the same manner as such variations are taken into account under Section 704(c) of
the Code and the Treasury Regulations thereunder with respect to property contributed to the
Company. Any elections or other decisions relating to such allocation shall be made by the
Manager in any manner that reasonably reflects the purpose and intention of this Company
Agreement. Allocations pursuant to this Section 5.3(c) are solely for purposes of federal, state, and
local taxes and shall not affect or be taken into account in computing any Member's Capital
Account or share of Profits, Losses, other items, or distributions pursuant to this Company
Agreement.
(d) Other Allocation Rules.
(i) For purposes of determining the Profits, Losses, or any other item
allocable to any period (including periods before and after the admission of a new
Member), Profits, Losses, and any such other item shall be determined on a daily,
monthly, or other basis, as determined and allocated by the Manager using any
permissible method under Section 706 of the Code and the Treasury Regulations
thereunder.
(n) For federal income tax purposes, every item of income, gain, loss,
and deduction shall be allocated among the Members in accordance with the allocations
under Sections 5.1, 5.3(a), 5.3(b), and 5.3(c) of this Company Agreement.
(I) The Members are aware of the income tax consequences of the
allocations made by this Section 5.3 and Section 5.1 and hereby agree to be bound by the
provisions of this Section 5.3 and Section 5.1 in reporting their shares of Company income
and loss for income tax purposes.
(iv) To the extent permissible under Section 704 of the Code and the
Treasury Regulations thereunder, in making allocations provided for in this Section 5.3
and Section 5.1, ordinary income realized by the Company from recapture of previously
reported deductions shall be allocated to those Members (or their successors in interest) to
whom such deductions were originally allocated and in proportion to such original
allocations. Any obligation relating to the recapture of previously reported credits shall be
allocated to those Members (or their successors in interest) to whom such credits were
originally allocated and in proportion to such original allocations.

(v) It is intended that the allocations in Sections 5.1, 5.3(a), 5.3(b), and
5.3(c) of this Company Agreement effect an allocation for federal income tax purposes
consistent with Section 704 of the Code and comply with any limitations or restrictions
therein. The Manager shall have complete discretion to make the allocations pursuant to
this Section 5.3 and Section 5.1 in any reasonable manner consistent with Section 704 of
the Code and to amend the provisions of this Company Agreement as appropriate to comply
with the Treasury Regulations promulgated under Section 704 of the Code,if in the opinion
of counsel to the Company, such an amendment is advisable to reflect allocations among
the Members consistent with those Treasury Regulations.
1 (v1) The Members agree that their Sharing Ratios represent their
interests in Company profits for purposes of allocating excess nonrecourse liabilities
pursuant to Section 1.752-3(a)(3) of the Treasury Regulations.
ARTICLE VI: MANAGER
6.1 Management by Manager.
(a) Except for situations in which the approval of the Members is required by the
Articles, this Company Agreement or by provisions of applicable law that are not
waivable(and as to such provisions that are waivable by applicable law,the Members
hereby waive such provisions to the maximum extent permitted by law) and subject to
the provisions of Sections 6.2, 7.1(d) and 7.1(e), the powers of the Company shall be
exercised by or under the authority of, and the business and affairs of the Company
shall be managed under the direction of, the Manager; and (2) the Manager may
unilaterally make all decisions and take all actions for the Company not otherwise
provided for in this Company Agreement, including, without limitation, the
following:
(i) entering into,making,and performing contracts,agreements, and other
undertakings binding the Company that may be necessary, appropriate, or advisable in
furtherance of the purposes of the Company and making all decisions and waivers
thereunder.
(n) opening and maintaining financial institution and investment
accounts and arrangements, drawing checks and other orders for the payment of money,
and designating individuals with authority to sign or give instructions with respect to those
accounts and arrangements.
(m) maintaining or causing to be maintained the assets of the Company.
(iv) collecting sums due the Company.
(v) to the extent that funds of the Company are available therefor, paying debts and
obligations of the Company.
(v1) acquiring, utilizing for Company purposes, and Disposing of any
asset of the Company.

(vii) selecting, removing, and changing the authority and responsibility
of lawyers, accountants, and other advisers and consultants.
(viii) borrowing money or otherwise committing the credit of the
Company for Company activities and voluntary prepayments or extensions of debt.
(ix) obtaining insurance for the Company.
(x) determining distributions of Company cash and other property as
provided in Section 5.2.
Oa) instituting, prosecuting, defending, and settling any legal,
arbitration, or administrative actions or proceedings on behalf of or against the Company.
(xii) establishing a seal for the Company.
(xiii) accept new Members into the Company after the date of this
Company Agreement and issue New Securities represented by a Membership Interest as
part of its initial raise of capital through the Class A Members within the terms set forth in
the Private Placement Memorandum.
(xiv) Amend the Articles or this Agreement with regard to matters not
specifically restricted herein.
(xv) Borrow funds on behalf of the Company secured by the Company's
assets or refinance existing debt held by the company.
(xvi) Assigning the Development Fee, or any other fees to any entity or
individual at the Manager's Sole Discretion.
(xvi) sell, lease, exchange, or otherwise dispose of(other than by way of
a pledge, mortgage, deed of trust, or trust indenture) all or substantially all the Company's
property and assets(with or without good will), outside the usual and regular course of the
Company's business.
(b) Notwithstanding the provisions of Section 6.1(a), the Manager may not
cause the Company to do any of the following without a Required Supermajority Interest vote of
the Members:
(i) be a party to a merger or an exchange or acquisition of the type
described in the Act; and
(u) amend or restate the Articles with regard to matters material to the
financial interests and voting of the Members.
(c) The Manager shall be entitled to a fee equal to six percent (6%) of the total
development cost on the Property, of which at least eight thousand dollars ($8,000) shall be paid
every month, and the accrued remainder shall be paid out at the disposition of the Proeprty
("Development Fee").

Whenever in this Company Agreement a reference is made to the Manager, such reference shall
include a sole Manager, who shall have all the authority of the Manager set forth herein.
6.2 Actions by Manager; Committees; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its
powers, the Manager may act (i) unanimously through meetings and written consents pursuant to
Sections 6.5 and 6.7 and(ii) through committees pursuant to Section 6.2(b).
(b) The Manager may, from time to time, designate one or more committees,
each of which shall be comprised of any officer of the Company. Any such committee, to the
extent provided in such resolution or in the Articles or this Company Agreement, shall have and
may exercise all of the authority of the Manager, subject to the limitations set forth in the Act and
the North Carolina Code. At every meeting of any such committee, the presence of a majority of
all the members thereof shall constitute a quorum, and the affirmative vote of a majority of the
members present shall be necessary for the adoption of any resolution. The Manager may dissolve
any committee at any time,unless otherwise provided in the Articles or this Company Agreement.
(c) Any Person dealing with the Company, other than a Member, may rely on
the authority of the Manager or any officer in taking any action in the name of the Company without
inquiry into the provisions of this Company Agreement or compliance herewith, regardless of
whether that action actually is taken in accordance with the provisions of this Company
Agreement.
6.3 Number and Term of Office. The number of managers of the Company shall be
one. The Manager shall hold office until its death, resignation, or expulsion. Unless otherwise
provided in this Company Agreement, the Manager need not be a Member of or a resident of the
State of North Carolina.The number of managers may be increased or decreased from time to time
by a Required Supermajority Interest.
6.4 Vacancies; Removal; Resignation. Subject to the other provisions of this Section
6.4, any vacancy occurring in the manager position may be filled by a Required Interest of the
Member(s). A Manager elected to fill a vacancy shall be elected for the term set forth in the vote.
The Manager position to be filled by reason of an increase in the number of managers shall be
filled by election at any meeting of Members by a vote of Members holding a Required Interest.
The Manager may be removed only for cause by a Required Interest. Cause shall mean conviction
of a crime involving moral turpitude of the Manager or any of its members, shareholders,partners,
managers, officers, or directors. In the event of a vote to remove a Manager, the Manager along
with its members, shareholders, partners, managers, officers, or directors, if any are also a
Members of the Company, shall be excluded from the vote and the required percentage to carry
the vote will be applied to those Members not excluded from the vote. Any such removal shall be
effective immediately upon such Member action electing successors. The Manager may resign at
any time. Such resignation shall be made in writing and shall take effect at the time specified
therein, or if no time be specified, at the time of its receipt by the remaining members. The
acceptance of a resignation shall not be necessary to make it effective,unless expressly so provided
in the resignation.
6.5 Expulsion. A Member or Manager may be expelled from the Company by
unanimous vote of all other Members and Manager (not including the Member or Manager to be

expelled) if that Member or Manager (a) has willfully violated any provision of this Agreement;
(b) committed a financial felony that results in conviction by a Member or Manager against the
Company or one or more Members or the Manager of the Company, or (c) engaged in wrongful
conduct that adversely and materially affects the business or operation of the Company. Such a
Member or Manager shall be considered a Defaulting Member or Manager, and the Company or
other Members and the Manager may also exercise any one or more of the remedies provided for
in this Company Agreement. The Company may offset any damages to the Company or its
Members occasioned by the misconduct of the expelled Member against any amounts distributable
or otherwise payable by the Company to the expelled Member.
6.6 Meetings.
(a) Unless otherwise required by law or provided in the Articles or this
Company Agreement, a majority of the total number of managers fixed by, or in the manner
provided in,the Articles or this Company Agreement shall constitute a quorum for the transaction
of business of the managers, and the act of the managers present at a meeting at which a quorum
is present shall be the act of the Manager. A Manager who is present at a meeting of the managers
at which action on any Company matter is taken shall be presumed to have assented to the action
unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the Person acting as secretary of the meeting before the adjournment
thereof or shall deliver such dissent to the Company immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a Manager who voted in favor of such action.
(b) Meetings of the managers may be held at such place or places as shall be
determined from time to time by resolution of the Manager. At all meetings of the managers,
business shall be transacted in such order as shall from time to time be determined by resolution
of the Manager. Attendance of a Manager at a meeting shall constitute a waiver of notice of such
meeting, except where a Manager attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully called or convened.
(c) In connection with any annual meeting of Members at which the Manager
was elected, the Manager may, if a quorum is present, hold its first meeting for the transaction of
business immediately after and at the same place as such annual meeting of the Members. Notice
of such meeting at such time and place shall not be required.
(d) Special meetings of the managers may be called by the Manager on at least
twenty-four (24) hours notice to the members. Such notice need not state the purpose or purposes
of, nor the business to be transacted at, such meeting, except as may otherwise be required by law
or provided for by the Articles or this Company Agreement.
6.7 Approval or Ratification of Acts or Contracts by Members. The Manager in
their discretion may submit any act or contract for approval or ratification at any annual meeting
of the Members, or at any special meeting of the Members called for the purpose of considering
any such act or contract, and any act or contract that shall be approved or be ratified by a Majority
Interest shall be as valid and as binding upon the Company and upon all the Members as if it shall
have been approved or ratified by every Member of the Company. Failure of the Manager for any
reason (or for no reason) to submit any act or contract to the Members for approval or ratification
shall not in any way act to, or be deemed to, make such act or contract void or voidable.
6.8 Action by Written Consent or Telephone Conference. Any action permitted or
required by the Act, the Articles or this Company Agreement to be taken at a meeting of the

managers or any committee designated by the Manager may be taken without a meeting if a consent
in writing, setting forth the action to be taken, is signed by the Manager or all the members of such
committee, as the case may be. Such consent shall have the same force and effect as a unanimous
vote at a meeting and may be stated as such in any document or instrument filed with the Secretary
of State of North Carolina, and the execution of such consent shall constitute attendance or
presence in person at a meeting of the managers or any such committee, as the case may be. Subject
to the requirements of the Act, the Articles, or this Company Agreement for notice of meetings,
unless otherwise restricted by the Articles, the Manager, or members of any committee designated
by the Manager, may participate in and hold a meeting of the managers or any committee as
designated by the Manager, as the case may be, by means of a conference telephone or similar
communications equipment by means of which all Persons participating in the meeting can hear
each other, and participation in such meeting shall constitute attendance and presence in person at
such meeting, except where a Person participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the meeting is not lawfully called
or convened.
6.9 Officers.
(a) Generally. The Manager may, from time to time, designate one or more
Persons to be officers of the Company.No officer need be a resident of the State of North Carolina,
a Member or a Manager. Any officers so designated shall have such authority and perform such
duties as the Manager may, from time to time, delegate to them. The Manager may assign titles to
particular officers. Unless the Manager decide otherwise, if the title is one commonly used for
officers of a business corporation formed under the North Carolina Code, the assignment of such
title shall constitute the delegation to such officer of the authority and duties that are normally
associated with that office, subject to (i) any specific delegation of authority and duties made to
such officer by the Manager or (ii) any delegation of authority and duties made to the Manager
pursuant to this Section 6.9. Each officer shall hold office until his successor shall be duly
designated and shall qualify or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided. Any number of offices may be held by the same Person. The
salaries or other compensation, if any, of the officers and agents of the Company shall be fixed
from time to time by the Manager and shall be reasonable with respect to the Services rendered.
(b) Resignation; Removal. Any officer may resign as such at any time. Such
resignation shall be made in writing and shall take effect at the time specified therein, or if no time
be specified, at the time of its receipt by the Manager. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation. Any officer may
be removed as such, either with or without cause, by the Manager whenever in its judgment the
best interests of the Company will be served thereby; provided, however, that such removal shall
be without prejudice to the contract rights, if any, of the Person so removed. Designation of an
officer shall not of itself create contract rights. Any vacancy occurring in any office of the
Company (other than the Manager) may be filled by the Manager.
(c) Chairman of the Company. Subject to the provisions of this Company
Agreement,the Chairman of the Company shall preside,when present, at all meetings of Members
and at all meetings of the managers. He shall see that all orders and resolutions of the Manager
and the Members are carried into effect. The Chairman shall be the Chief Executive Officer of the
Company and, subject to the provisions of this Company Agreement and the directives of the
Manager, shall have the general supervision of the affairs of the Company and shall have general
and active control of all of its business. He shall have general authority to execute bonds, deeds,
and contracts in the name of the Company and affix the Company seal thereto;to sign Membership

Interest certificates; to cause the employment or appointment of such employees and agents of the
Company as the proper conduct of operations may require, and to fix their compensation, subject
to the provisions of this Company Agreement; to remove or suspend any employee or agent who
shall have been employed or appointed under his authority or under authority of an officer
subordinate to him; to suspend for cause, pending final action by the authority which shall have
elected or appointed him, any officer subordinate to the Chairman; and, in general, to exercise all
the powers and authority usually appertaining to the chief executive officer of a corporation,except
as otherwise provided in this Company Agreement.
(d) President.In the absence of a Chairman of the Company,the President shall
be the ranking and Chief Executive Officer of the Company, and shall have the duties and
responsibilities, and the authority and power,of the Chairman of the Company. The President shall
be the Chief Operating Officer of the Company and as such shall have, subject to review and
approval of the Chairman of the Company, if one be elected, the responsibility for the operation
of the Company and the authority of the Chairman of the Company.
(e) Vice Presidents. In the absence of the President or in the event of his
inability or refusal to act, the Vice President, if any (or in the event there be more than one, the
Vice Presidents in the order designated or, in the absence of any designation, then in the order of
their election), shall perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice President shall perform
such other duties and have such other powers as the Manager, the Chief Executive Officer or
the Chief Operating Officer may from time to time prescribe. The Vice President in charge of
finance, if any, shall also perform the duties and assume the responsibilities described in this
Article for the Treasurer, and shall report directly to the Chief Executive Officer of the Company.
(i Assistant Vice Presidents.In the absence of a Vice President or in the event
of his inability or refusal to act, the Assistant Vice President, if any (or, if there be more than one,
the Assistant Vice Presidents in the order designated or, in the absence of any designation, then in
the order of their election), shall perform the duties and exercise the powers of that Vice President,
and shall perform such other duties and have such other powers as the Manager, the Chief
Executive Officer, the Chief Operating Officer, or the Vice President under whose supervision he
is appointed may from time to time prescribe.
(g) Secretary. The Secretary shall attend and record minutes of the proceedings
of all meetings of the managers and any committees thereof and all meetings of the Members. He
shall file the records of such meetings in one or more books to be kept by him for that purpose.
Unless the Company has appointed a transfer agent or other agent to keep such a record, the
Secretary shall also keep at the Company's registered office or principal place of business a record
of the original issuance of Membership Interests issued by the Company and a record of each
transfer of those Membership Interests that have been presented to the Company for registration
or transfer. Such records shall contain the names and addresses of all past and current Members of
the Company, the Voting Ratios, and the Sharing Ratios of Membership Interests held by each of
them. He shall give, or cause to be given, notice of all meetings of the Members and special
meetings of the managers, and shall perform such other duties as may be prescribed by the Manager
or the Chief Executive Officer, under whose supervision he shall be. He shall have custody of the
company seal of the Company and he, or an Assistant Secretary, shall have authority to affix the
same to any instrument requiring it, and when so affixed, it may be attested by his signature or by
the signature of such Assistant Secretary. The Manager may give general authority to any other
officer to affix the seal of the Company and to attest the affixing by his signature. The Secretary

shall keep and account for all books, documents, papers, and records of the Company except those
for which some other officer or agent is properly accountable. He shall have authority to sign
Membership Interest certificates and shall generally perform all the duties usually appertaining to
the office of the secretary of a corporation.
(h) Assistant Secretaries. In the absence of the Secretary or in the event of his
inability or refusal to act,the Assistant Secretary, if any(or,if there be more than one,the Assistant
Secretaries in the order designated or, in the absence of any designation, then in the order of their
election), shall perform the duties and exercise the powers of the Secretary and shall perform such
other duties and have such other powers as the Manager, the Chief Executive Officer, or the
Secretary may from time to time prescribe.
(i) Treasurer. The Treasurer, if any(or the Vice President in charge of finance,
if one be elected), shall have the custody of the Company funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the Company and shall
deposit all moneys and other valuable effects in the name and to the credit of the Company in such
depositories as may be designated by the Manager or the Chief Executive Officer. He shall
disburse the funds of the Company as may be ordered by the Manager, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the Manager, at its
regular meetings, or when the Manager so require, an account of all his transactions as Treasurer
and of the financial condition of the Company. If required by the Manager, he shall give the
Company a bond (which shall be renewed every six years) in such sum and with such surety or
sureties as shall be satisfactory to the Manager for the faithful performance of the duties of his
office and for the restoration of the Company, in case of his death, resignation, retirement, or
removal from office, of all books, papers, vouchers, money, and other property of whatever kind
in his possession or under his control belonging to the Company. The Treasurer shall be under the
supervision of the Vice President in charge of finance, if any, and he shall perform such other
duties as may be prescribed by the Manager, the Chief Executive Officer, or any such Vice
President in charge of finance.
Assistant Treasurers. In the absence of the Treasurer or in the event of his
inability or refusal to act, the Assistant Treasurer, if one be elected(or, if there shall be more than
one, the Assistant Treasurer in the order designated or, in the absence of any designation, then in
the order of their election), shall perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as the Manager, the Chief Executive
Officer, or the Treasurer may from time to time prescribe.
(k) Bonding. If required by the Manager, all or certain of the officers shall give
the Company a bond, in such form, in such sum and with such surety or sureties as shall be
satisfactory to the Board, for the faithful performance of the duties of their office and for the
restoration to the Company, in case of their death,resignation, retirement, or removal from office,
of all books, papers, vouchers, money, and other property of whatever kind in their possession or
under their control belonging to the Company.
6.10 Reimbursement. The Manager and the officers of the Company shall be entitled
to be reimbursed for reasonable out-of-pocket costs and expenses incurred in the course of their
service hereunder.
6.11 Necessity of Approval by Required Interest. Notwithstanding the provisions of
Section 6.1(a) or any provision of this Company Agreement to the contrary, neither the Manager
nor officers shall have authority to do or cause the Company to do any of the following without

the approval of the Manager and a Required Interest:
(a) cause the Company to become Bankrupt, to dissolve, or to liquidate;
(b) cause the Company to commence an initial public offering;
(c) amend any provision of this Company Agreement with regard to matters
material to the financial interests and voting of the Members;
(d) cause a change in the scope of business activities of the Company as
described in Section 2.4 of this Company Agreement.
6.12 Conflict of Interests.
(a) The Manager,the Members and their respective Affiliates may engage in or possess
an interest in other businesses and investments of any nature, independently or in
concert with others, whether or not the business or investment competes with or is
enhanced by the business of the Company.None of the Company or a Member will
have any right in or to any independent business or investment of the Manager or
its Affiliates or the income or profits derived from any independent business or
investment of the Manager or Affiliates. None of the Company, the Manager or
another Member will have any right in or to any independent business or investment
of a Member or its Affiliates or the income or profits derived from any independent
business or investment of a Member or its Affiliates. The Manager need devote to
the Company only so much of the Manager's time and attention as in the Manager's
judgment is reasonably necessary in connection with the business and affairs of the
Company.
(b) The Manager will not be disqualified from acting because it has an interest in a
decision or other action, even if the interest of the Manager (either as the Manager
or as a Member) is in conflict with the interests of one or more Members or the
Manager's own interests (either as the Manager or as a Member) will be furthered
by its decision, and to the maximum extent allowed by North Carolina law, the
Members hereby waive any requirement that the Manager abstain from acting under
such circumstances or that the Manager advise the Members before acting. The
Manager is responsible only for the duties that it has specifically undertaken in this
Agreement, with no implication of additional duties or responsibilities. The
Manager will have no liability for the return of Capital Contributions or for payment
of any return on Capital Contributions.
6.13 Limitation of Liability.The Manager will not be liable or accountable, in damages
or otherwise, to the Company or to any Member for anything it may do or refrain from doing in
connection with the management of the Company or the business and affairs of the Company,
except in the case of its fraud or its breach of an express limitation on its authority provided in this
Agreement. THE LIMITATION ON LIABILITY OF THE MANAGER IN THE PRECEDING
SENTENCE IS INTENDED TO ABSOLVE THE MANAGER FROM RESPONSIBILITY FOR
ITS NEGLIGENCE, GROSS NEGLIGENCE AND STRICT LIABILITY. AMONG OTHER
THINGS. TO THE EXTENT THAT,AT LAW.IN EQUITY. BY STATUTE OR OTHERWISE.
THE MANAGER HAS DUTIES (INCLUDING FIDUCIARY DUTIES), SUCH DUTIES ARE
HEREBY ELIMINATED TO THE FULLEST EXTENT PERMISSIBLE UNDER NORTH
CAROLINA LAW AS TO ALL DECISIONS AND ACTIONS OF THE MANAGER IN

MANAGING THE BUSINESS AND AFFAIRS OF THE COMPANY (INCLUDING ANY
DECISION BEARING UPON THE RELATIONSHIP AMONG THE MEMBERS THAT THIS
AGREEMENT CONTEMPLATES WILL BE MADE BY THE MANAGER). THE MEMBERS
AGREEING THAT. TO THE FULLEST EXTENT PERMISSIBLE UNDER NORTH
CAROLINA LAW. THE DUTIES OF THE MANAGER WILL BE ONLY AS SPECIFICALLY
PROVIDED IN THIS AGREEMENT.
6.14 Capacity to Bind Company. The Members, in their capacities as Members, may
not act for or bind the Company. The Members, in their capacities as Members, may participate in
the management, conduct or control of the Company's business or affairs only to the extent
specifically provided in this Agreement,any broader rights or authority allowed by the Act or other
applicable law notwithstanding. Nothing contained in this Section will prohibit any Member from
acting as the Manager or a member, manager, officer, director, employee, agent or other
representative of the Manager. One person may be both a Member and the Manager and,if a person
does so, the person's interest as a Member will not affect the person's rights, authority or
responsibilities as Manager, nor will the person's position as Manager affect the rights or
obligations of the person as a Member.
ARTICLE VII: MEETINGS OF MEMBERS
7.1 Meetings.
(a) A quorum shall be present at a meeting of Members if Members holding
Membership Interests with Voting Ratios not less than the amount required to approve the action
proposed to be taken are represented at the meeting in person or by proxy. With respect to any
matter, other than a matter for which the affirmative vote of the holders of a specified portion of
the aggregate Voting Ratios of all Members entitled to vote is required by this Company
Agreement or the Act,the affirmative vote of a Required Interest at a meeting of Members at which
a quorum is present shall be the act of the Members.
(b) All meetings of the Members shall be held at the principal place of business
of the Company or at such other place within or without the State of North Carolina as shall be
specified or fixed in the notices or waivers of notice thereof;provided that any or all Members may
participate in any such meeting by means of conference telephone or similar communications
equipment pursuant to Section 7.5.
(c) Notwithstanding the other provisions of the Articles or this Company
Agreement, the chairman of the meeting or the Members required to approve the action proposed
to be taken shall have the power to adjourn such meeting from time to time, without any notice
other than announcement at the meeting of the time and place of the holding of the adjourned
meeting. If such meeting is adjourned by the Members required to approve the action proposed to
be taken, such time and place shall be determined by a vote of the Members necessary to approve
the action proposed to be taken. Upon the resumption of such adjourned meeting, any business
may be transacted that might have been transacted at the meeting as originally called.
(d) An annual meeting, if necessary, of the Members for the transaction of such
business as may properly come before the meeting, shall be held at such place, within or without
the State of North Carolina, on such date and at such time as the Manager shall fix and set forth in
the notice of the meeting, which date shall be within thirteen (13) months subsequent to the date

of organization of the Company or the last annual meeting of Members, whichever most recently
occurred; provided, however, that the Manager may elect not to hold annual meetings of the
Members if it deems in its sole discretion such meeting or meetings to be unnecessary or
burdensome. Any action taken at an annual meeting of Members pursuant to this Section 7.1(d)
must be approved by the vote of Members required to approve such action as provided for in this
Company Agreement, and if so approved, shall be the action of the Company and shall not require
the approval of the Manager, notwithstanding the provisions of Section 6.1(a).
(e) Special meetings of the Members for any proper purpose or purposes may
be called at any time by the Manager or the holders of at least ten percent (10%) of the Voting
Ratios of all Members. If not otherwise stated in or fixed in accordance with the remaining
provisions hereof,the record date for determining Members entitled to call a special meeting is the
date any Member first signs the notice of that meeting. Only business within the purpose or
purposes described in the notice (or waiver thereof)required by this Company Agreement may be
conducted at a special meeting of the Members. Any action taken at a special meeting of Members
pursuant to this Section 7.1(e)must be approved by the vote of Members required to approve such
action as provided for in this Company Agreement, and if so approved, shall be the action of the
Company and shall not require the approval of the Manager, notwithstanding the provisions of
Section 6.1(a).
(f) Written or printed notice stating the place, day, and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten(10)nor more than sixty(60) days before the date of the meeting, either
personally or by mail, by or at the direction of the Manager or Person calling the meeting, to each
Member entitled to vote at such meeting. If mailed,any such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the Member at his address provided for in
Section 15.2, with postage thereon prepaid.
(g) The date on which notice of a meeting of Members is mailed or the date on
which the resolution of the Manager declaring a distribution is adopted, as the case may be, shall
be the record date for the determination of the Members entitled to notice of or to vote at such
meeting, including any adjournment thereof, or the Members entitled to receive such distribution.
(h) The right of Members to cumulative voting in the election of managers is
expressly prohibited.
7.2 Voting List. The Manager shall make, at least ten(10) days before each meeting of
Members, a complete list of the Members entitled to vote at such meeting or any adjournment
thereof, arranged in alphabetical order, with the address of and the Voting Ratios held by each,
which list,for a period of ten(10) days prior to such meeting, shall be kept on file at the registered
office or principal place of business of the Company and shall be subject to inspection by any
Member at any time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of any Member during
the whole time of the meeting. The original membership records shall be prima- facie evidence as
to who are the Members entitled to examine such list or transfer records or to vote at any meeting
of Members. Failure to comply with the requirements of this Section shall not affect the validity
of any action taken at the meeting.
7.3 Proxies. A Member may vote either in person or by proxy executed in writing by
the Member. A telegram, telex, cablegram, or similar transmission by the Member, or a

photographic,photostatic, facsimile, or similar reproduction of a writing executed by the Member
shall be treated as an execution in writing for purposes of this Section. Proxies for use at any
meeting of Members or in connection with the taking of any action by written consent shall be
filed with the Manager, before or at the time of the meeting or execution of the written consent, as
the case may be. All proxies shall be received and taken charge of and all ballots shall be received
and canvassed by the Manager, who shall decide all questions touching upon the qualification of
voters, the validity of the proxies, and the acceptance or rejection of votes, unless an inspector or
inspectors shall have been appointed by the chairman of the meeting,in which event such inspector
or inspectors shall decide all such questions. No proxy shall be valid after eleven(11)months from
the date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless
the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an
interest. Should a proxy designate two (2) or more Persons to act as proxies, unless that instrument
shall provide to the contrary, a majority of such Persons present at any meeting at which their
powers thereunder are to be exercised shall have and may exercise all the powers of voting or
giving consents thereby conferred, or if only one be present, then such powers may be exercised
by that one; or, if an even number attend and a majority do not agree on any particular issue, the
Company shall not be required to recognize such proxy with respect to such issue if such proxy
does not specify how the Voting Ratios that are the subject of such proxy are to be voted with
respect to such issue.
7.4 Conduct of Meetings. All meetings of the Members shall be presided over by the
chairman of the meeting, who shall be the Chairman of the Company or approved by the Manager.
The chairman of any meeting of Members shall determine the order of business and the procedure
at the meeting, including such regulation of the manner of voting and the conduct of discussion as
seem to him in order.
7.5 Action by Written Consent or Telephone Conference.
(a) Any action required or permitted to be taken at any annual or special
meeting of Members may be taken without a meeting, without prior notice, and without a vote, if
a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or
holders of not less than the minimum Voting Ratios that would be necessary to take such action at
a meeting at which the holders of all Voting Ratios entitled to vote on the action were present and
voted. No written consent shall be effective to take the action that is the subject to the consent
unless, within sixty (60) days after the date of the earliest dated consent delivered to the Company
in the manner required by this Section, a consent or consents signed by the holder or holders of not
less than the minimum Voting Ratios that would be necessary to take the action that is the subject
of the consent are delivered to the Company by delivery to its registered office, its principal place
of business, or the Manager. Delivery shall be by hand or certified or registered mail,return receipt
requested. Delivery to the Company's principal place of business shall be addressed to the
Manager. A telegram, telex, cablegram, or similar transmission by a Member, or a photographic,
photostatic, facsimile, or similar reproduction of a writing signed by a Member, shall be regarded
as signed by the Member for purposes of this Section. Prompt notice of the taking of any action
by Members without a meeting by less than unanimous written consent shall be given to those
Members who did not consent in writing to the action. The record date for determining Members
entitled to consent to action in writing without a meeting shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is delivered to the Company
by delivery to its registered office, its principal place of business, or the Manager. Delivery to the
Company's principal place of business shall be addressed to the Manager.
(b) If any action by Members is taken by written consent, any articles or

documents filed with the Secretary of State of North Carolina as a result of the taking of the action
shall state, in lieu of any statement required by the Act concerning any vote of Members, that
written consent has been given in accordance with the provisions of the Act and that any written
notice required by the Act has been given.
(c) Members may participate in and hold a meeting by means of conference
telephone or similar communications equipment by means of which all Persons participating in
the meeting can hear each other, and participation in such meeting shall constitute attendance and
presence in person at such meeting, except where a Person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.
7.6 Unanimous Consent of the Manager. Notwithstanding anything in this
Agreement, the meeting of members as set forth in this Article VII and in this Agreement shall not
be required in order for the Manager to undertake any action within its power under Article VI
including the making of decisions not contemplated or otherwise provided for in this Agreement.
ARTICLE VIII: INDEMNIFICATION
8.1 Actions Other Than by or in the Right of the Company. The Company shall
indemnify any Person who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the Company), by reason of the fact that he
is or was a Manager, officer, employee, or agent of the Company, or is or was serving at the request
of the Company as a Manager, director, officer, employee, or agent of another limited liability
company, corporation, partnership, joint venture, trust, or other enterprise (all of such persons
being hereafter referred to in this Article as a "Company Functionary"), against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment,
order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the Company or, with respect
to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
82 Actions by or in the Right of the Company. The Company shall indemnify any
person who was or is a party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that he, she, or it is or was a Company Functionary against expenses (including
attorneys' fees) actually and reasonably incurred by him, her, or it in connection with the defense
or settlement of such action or suit, including any liabilities incurred under the loans of the
Company, if he, she, or it acted in good faith and in a manner he, she, or it reasonably believed to
be in or not opposed to the best interests of the Company, except that no indemnification shall be
made in respect of any claim, issue, or matter as to which such person shall have been adjudged to
be liable to the Company, unless and only to the extent that a court in which such action or suit

was brought shall determine upon application that, despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for
such expenses which a court shall deem proper.
83 Determination of Right to Indemnification. Any indemnification under Sections
8.1 or 8.2 (unless ordered by a court) may be made by the Company only as authorized in the
specific case upon a determination that indemnification of the Company Functionary is proper in
the circumstances and that he has met the applicable standard of conduct set forth in Sections 8.1
or 8.2. Such determination shall be made by the Manager.
8.4 Prepaid Expenses. Expenses incurred by a Company Functionary in defending a
civil, criminal, administrative, or investigative action, suit, or proceeding may be paid by the
Company in advance of the final disposition of such action, suit, or proceeding, upon receipt of an
undertaking by or on behalf of the Company Functionary to repay such amount if it shall ultimately
be determined he is not entitled to be indemnified by the Company as authorized in this Article
VIII.
85 Other Rights and Remedies. The indemnification and advancement of expenses
provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other
rights to which any person seeking indemnification and for advancement of expenses may be
entitled under this Company Agreement, or any agreement, determination of the Manager, or
otherwise, both as to action in his official capacity and as to action in another capacity while
holding such office, and shall, unless otherwise provided when authorized or ratified, continue as
to a person who has ceased to be a Company Functionary and shall inure to the benefit of the heirs,
executors, and administrators of such a person. Any repeal or modification of this Company
Agreement or relevant provisions of the act and other applicable law, if any, shall not affect any
than existing rights of a Company Functionary to indemnification or advancement of expenses.
8.6 Insurance. Upon approval by the Manager, the Company may purchase and
maintain insurance on behalf of any person who is or was a Manager, officer, employee, or agent
of the Company, or is or was serving at the request of the Company as a Manager, director, officer,
employee, or agent of another limited liability company, corporation, partnership, joint venture,
trust, or other enterprise against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Company would have the power to
indemnify him against such liability under the provisions of this Article VIII or the Act.
8.7 Mergers. For purposes of this Article VIII, references to "the Company" shall
include, in addition to the resulting or surviving company, constituent entities (including any
constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its Manager, directors, officers,
employees, or agents, so that any person who is or was a Manager, director, officer, employee,
or agent of such constituent entity or is or was serving at the request of such constituent entity as
a Manager, director, officer, employee, or agent of another limited liability company, partnership,
joint venture, trust, or other enterprise shall stand in the same position under the provisions of this
Article VIII with respect to the resulting or surviving entity as he would have with respect to such
constituent entity if its separate existence had continued.
8.8 Savings Provision. If this Article VIII or any portion hereof shall be invalidated on
any ground by a court of competent jurisdiction, the Company may nevertheless indemnify each
Company Functionary as to expenses (including attorneys' fees),judgments, fines, and amounts

paid in settlement with respect to any action, suit, proceeding, or investigation, whether civil,
criminal, or administrative, including a grand jury proceeding or action or suit brought by or in the
right of the Company, to the full extent permitted by any applicable portion of this Article VIII
that shall not have been invalidated.
ARTICLE IX: TAXES
9.1 Tax Returns. The Manager shall cause to be prepared and filed all necessary
federal and state income tax returns for the Company, including making the elections described in
Section 9.2. Each Member shall furnish to the Manager all pertinent information in his, her, or its
possession relating to Company operations that is necessary to enable the Company's income tax
returns to be prepared and filed.
92 Tax Elections. The Company shall make the following elections on the appropriate
tax returns:
(a) to adopt the calendar year as the Company's fiscal year;
(b) to elect to deduct the organizational expenses of the Company and the
startup expenditures of the Company ratably over a period of one hundred eighty (180) months as
permitted under Section 195 and Section 709(b) of the Code; and
(c) any other election including,without limitation,whether the Company shall
adopt a cash or accrual method of accounting as the Manager may deem appropriate and in the
best interests of the Members.
Neither the Company nor any Manager or Member may make an election for the Company to be
excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the
Code or any similar provisions of applicable state law, and no provision of this Company
Agreement (including, without limitation, Section 2.8) shall be construed to sanction or approve
such an election.
9.3 Partnership Representative. With respect to U.S. federal (and comparable
provisions of state and local) income tax matters concerning tax years of the Company,unless and
until the Manager designates otherwise, the Manager, will be the Company's designated
"partnership representative"within the meaning of Code Section 6223 (the "Tax Representative")
with sole authority to act on behalf of the Company for purposes of Subchapter C of Chapter 63
of the Code and any comparable provisions of state or local income tax laws. Initially,the Manager
will be the Tax Representative and Yomesh Deliwala will be the "designated individual" within
the meaning of Treasury Regulations Section 301.6223-1(b)(3). Each Member agrees that, upon
request of the Tax Representative, such Member shall provide such information, execute such
instrument and take such other actions as may be necessary or reasonably requested(as determined
in good faith by the Tax Representative) to allow the Company (or Tax Representative, acting on
behalf of the Company pursuant to this Section 9.3) to comply with any applicable tax reporting
and/or withholding obligations, prepare for and participate in any tax proceedings, timely make
any tax elections, and otherwise undertake actions relating to tax matters of the Company
(including, to the extent applicable, actions to ensure compliance with the provisions of Section
6226 of the Code so that any "partnership adjustments" are taken into account by the Members
rather than the Company). Each Member shall use its best efforts to provide the Tax
Representative with such information and execute such instruments as may be needed under the
2018 Audit Rules or otherwise reasonably requested by the Tax Representative in connection with

the 2018 Audit Rules (including, for the avoidance of doubt, in connection with making any
election thereunder). The Tax Representative shall be reimbursed by the Company for all out-of-
pocket costs and expenses reasonably incurred in connection with any such proceeding and shall
be indemnified by the Company(solely out of Company assets)with respect to any action brought
against such Tax Representative in connection with the settlement of any such proceeding.
Expenses incurred by the Tax Representative shall be borne by the Company. Such expenses shall
include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers
and experts, filing fees and reasonable out-of-pocket costs and expenses.
ARTICLE X: BOOKS,RECORDS, REPORTS, AND BANK ACCOUNTS
10.1 Maintenance of Books. The Company shall keep books and records of accounts
and shall keep minutes of the proceedings of its Members, its Manager and each committee of the
Manager. The books of account for the Company shall be maintained on a cash or accrual basis
(as determined by the Manager) in accordance with the terms of this Company Agreement, except
that the Capital Accounts of the Members shall be maintained in accordance with Section
4.5. The calendar year shall be the accounting year of the Company or such other year as may be
determined by the Manager from time to time.
10.2 Account. The Manager shall establish and maintain one or more separate bank and
investment accounts and arrangements for Company funds in the Company name and with
financial institutions and firms that the Manager determine. The Manager may not commingle the
Company's funds with the funds of any Member; however, Company funds may be invested in a
manner the same as or similar to the Manager's investment of its own funds or investments by their
Affiliates.
ARTICLE XI: BANKRUPTCY OF A MEMBER
11.1 Bankrupt Members. Subject to Section 12.1, if any Member becomes a Bankrupt
Member, the Company shall have the option, exercisable by notice from the Manager to the
Bankrupt Member (or his or its representative) at any time prior to the one hundred eightieth
(180th) day after receipt of notice of the occurrence of the event causing him, her, or it to become
a Bankrupt, to buy, and on the exercise of this option the Bankrupt Member or his, her or its
representative shall sell, his,her or its Membership Interest. The purchase price shall be an amount
equal to the fair market value thereof determined by agreement between the Bankrupt Member (or
his, her or its representative) and the Manager; however, if those Persons do not agree on the fair
market value on or before the fifteenth(15th) day following the exercise of the option, either such
Person, by notice to the other, may require the determination of fair market value to be made by
an independent appraiser specified in that notice. If the Person receiving that notice objects on or
before the tenth(10th) day following receipt to the independent appraiser designated in that notice,
and those Persons otherwise fail to agree on an independent appraiser, either such Person may
petition the United States District Judge in the Eastern District of Texas then senior in service to
designate an independent appraiser. The determination of the independent appraiser, however
designated, is final and binding on all parties. The Bankrupt Member and the Company each shall
pay one-half of the costs of the appraisal. The purchaser shall pay the fair market value as so
determined in four equal cash installments, the first due on closing and the remainder (together
with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the
first three (3) anniversaries thereof The payment to be made to the Bankrupt Member or his, her,
or its representative pursuant to this Section 11.1 is in complete liquidation and satisfaction of all
the rights and interest of the Bankrupt Member and his or its representative (and of all Persons

claiming by,through, or under the Bankrupt Member and his or its representative) in and in respect
of the Company, including, without limitation, any Membership Interest, any rights in specific
Company property, and any rights against the Company and(insofar as the affairs of the Company
are concerned) against the Members, and constitutes a compromise to which all Members have
agreed pursuant to the Act.
ARTICLE XII: DISSOLUTION, LIQUIDATION, REFINANCE, AND/OR TERMINATION
12.1 Dissolution. The Company shall dissolve and its affairs shall be wound up on the
first to occur of the following:
(i) the vote or written consent of a Required Interest and the Manager;
(ii) the expiration of the period fixed for the duration of the Company
set forth in the Articles; and
(iii) entry of a decree of judicial dissolution of the Company under the
Act.
12.2 Liquidation, Dissolution, or Disposition. On dissolution or liquidation of the
Company, or sale of the Property, the Manager shall act as liquidator or may appoint one or more
Members as liquidator. The liquidator shall proceed diligently to wind up the affairs of the
Company and make final distributions or related distributions as provided herein and in the Act.
The costs of liquidation shall be borne as a Company expense. Until final distribution, the
liquidator shall continue to operate the Company properties with all of the power and authority of
the Manager. The steps to be accomplished by the liquidator are as follows: as promptly as possible
after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to
be made of the Company's assets, liabilities, and operations through the last day of the calendar
month in which the dissolution occurs or the final liquidation is completed, as applicable;
(a) the liquidator shall pay, satisfy, or discharge from Company funds all of the
debts, liabilities, and obligations of the Company(including,without limitation,all expenses incurred
in liquidation and any advances described in Section 4.4) or otherwise make adequate provision for
payment and discharge thereof(including,without limitation,the establishment of a cash escrow fund
for contingent liabilities in such amount and for such term as the liquidator may reasonably
determine); and
(b) subject to this Section 12.2(c), all remaining assets of the Company shall be
distributed to the Members as follows:
Upon the sale, or other disposition of the Property, or liquidation of the Company (a
"Capital Event"), distributions shall be made in the following manner and order or
priority:
a. First, (after closing costs and fees associated with the liquidation
or Capital Event), distribution to the Class A Members in the amount
of their Unrecovered Capital Contribution;

b. Next, with respect to further excesses, fifty percent (50%) to Class A
Members and fifty percent (50%) to the Class M Member in
proportion to the respective Sharing Ratios.
(c) All distributions in kind to the Members shall be made subject to the liability
of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company
has committed prior to the date of termination and those costs, expenses, and liabilities shall be
allocated to the distributee pursuant to this Section 12.2. The distribution of cash and/or property
to a Member in accordance with the provisions of this Section 12.2 constitutes a complete
distribution to the Member with respect to his or its Membership Interest and the Member's interest
in the Company's property, and constitutes a compromise to which all Members have consented.
To the extent that a Member returns funds to the Company, he or it has no claim against any other
Member for those funds.
,
12.3 Deficit Capital Account. Notwithstanding anything to the contrary in this
Company Agreement, and notwithstanding any custom or rule of law to the contrary,if any Member
has a negative balance in his or its Capital Account on the date of the liquidation of such Member's
"interest in the partnership" (within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury
Regulations) after taking into account allocations of Profits, Losses, and other items of income,
gain, loss, deduction, or credit, and distributions of cash or property (in each case as provided in
Article V), that Member shall have no obligation to restore the negative balance or to make any
Capital Contribution by reason thereof, and the negative balance shall not be considered an asset or
a liability of the Company or of any Member.
12.4 Articles of Dissolution. On completion of the distribution of Company assets as
provided herein, the Company is terminated, and the Manager (or such other Person or Persons as
the Act may require or permit) shall file a Articles of Dissolution with the Secretary of State of North
Carolina, cancel any other filings made pursuant to Section 2.5, and take such other actions as may
be necessary to terminate the Company.
12.5 Liabilities of the Company. All liabilities of the Company, including indemnity
obligations under Article VII, will be liabilities of the Company as an entity, and may be paid or
satisfied from Company assets. Except to the extent a Member, the Manager, or such other person
specifically agrees otherwise in a writing separate from this Agreement,no liability of the Company
will be payable in whole or in part by any Member, the Manager, or by any member, manager,
partner, shareholder, director, officer, agent or advisor of any Member, the Manager, or any affiliate
of a Member or the Manager.
ARTICLE XIII: EVENTS OF DEFAULT
13.1 Events of Default.Each of the following shall be deemed an"Event of Default"by
the Company:
(a) Violation or breach of any of the provisions of this Company Agreement by
a Member and failure to remedy or cure the violation or breach within ten Business Days after
receipt of written notice of the violation or breach after delivery from the Manager; or
(b) Becoming Bankrupt.
13.2 Remedies Upon Event of Default. Upon the occurrence of an Event of Default,

the Manager shall have the right, in its sole discretion, to cause the Company to redeem the
defaulting party's Membership Interests for the amount the Members would receive if the
Company's assets were sold for fair market value (as determined in good faith by the Manager)
and the proceeds distributed pursuant to Section 12.2.
ARTICLE XIV: CERTIFICATES
14.1 Form of Certificates.
(a) The Company may deliver certificates representing the Membership
Interests to which all Members are entitled. Certificates representing Membership Interests of the
Company shall be in such form as shall be approved and adopted by the Manager and shall be
numbered consecutively and entered in the records of the Company as they are issued. Each
certificate shall state on the face thereof that the Company is organized under the laws of the State
of North Carolina, the name of the Member, and the Membership Interest. Each certificate shall
also set forth on the back thereof a full or summary statement of matters required by the Act, the
Articles of Organization or this Company Agreement to be described on certificates representing
Membership Interests, and shall contain a conspicuous statement on the face thereof referring to
the matters set forth on the back thereof. Certificates shall be signed by one or more of the Manager
or, if persons be elected to such offices,by the President or any Vice President and by the Secretary
or any Assistant Secretary, and may be sealed with the seal of the Company. Either the seal of the
Company or the signatures of the Manager or officers, or both, may be facsimiles. In case any
Manager or officer who has signed, or whose facsimile signature or signatures have been used on
such certificate or certificates, shall cease to be a Manager or officer of the Company, whether
because of death, resignation, or otherwise, before such certificate or certificates have been
delivered by the Company or its agents, such certificate or certificates may nevertheless be issued
and delivered as though the person or persons who signed the certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be a Manager or officer
of the Company.
14.2 Lost Certificates. The Company may direct that a new certificate be issued in place
of any certificate theretofore issued by the Company alleged to have been lost or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed.
When authorizing the issue of a new certificate, the Manager in their discretion and as a condition
precedent to the issuance thereof, may require the owner of the lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require and/or give the
Company a bond in such form, in such sum, and with such surety or sureties as it may direct as
indemnity against any claim that may be made against the Company with respect to the certificate
alleged to have been lost, stolen, or destroyed.
14.3 Transfer of Certificates. Certificates representing Membership Interests shall be
transferable, subject to the provisions of Section 3.3, only on the records of the Company by the
holder thereof in person or by his duly authorized attorney. Subject to any restrictions on transfer
set forth in the Articles of Organization, this Company Agreement or any agreement among
Members to which this Company is a party or has notice, upon surrender to the Company of a
certificate representing a Membership Interest duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, it shall be the duty of the Company to issue a
new certificate to the person entitled thereto, cancel the old certificate and record the transaction
upon its books.

14.4 Registered Members. Except as otherwise provided in the Act or other North
Carolina law, the Company shall be entitled to regard the Member in whose name any certificates
issued by the Company are registered in the records of the Company at any particular time as the
owner of such Membership Interest and, accordingly, shall not be bound to recognize any equitable
or other claim to or interest in such Membership Interest on the part of any other person, whether
or not it shall have express or other notice thereof.
ARTICLE XV: GENERAL PROVISIONS
15.1 Offset. Whenever the Company is to pay any sum to any Member, any amounts
that Member owes the Company may be deducted from that sum before payment.
152 Notices. Except as expressly set forth to the contrary in this Company Agreement,
all notices, requests, or consents provided for or permitted to be given under this Company
Agreement must be in writing and must be given either by depositing that writing in the United
States mail, addressed to the recipient, postage paid, and registered or certified with return receipt
requested or by delivering that writing to the recipient in person,by courier, or by electronic(email)
with the email address provided at subscription by the Member(provided that only attachments to
the email will be deemed to constitute a notice hereunder); or facsimile transmission; and a notice,
request, or consent given under this Company Agreement is effective on receipt by the Person to
receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at
the addresses given for that Member as provided in the Subscription Instructions and Agreement
of the Private Placement Memorandum or in the instrument described in Section 3.3(c), or such
other address as that Member may specify by notice to the other Members. Any notice,request, or
consent to the Company or the Manager must be given to the Manager at the address of the
principal office of the Company. Whenever any notice is required to be given by law, the Articles
or this Company Agreement, a written waiver thereof, signed by the Person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to the giving of such
notice.
153 Entire Agreement. This Company Agreement constitute the entire agreement of
the Members and their Affiliates relating to the Company and supersedes all prior contracts or
agreements with respect to the Company, whether oral or written. However, nothing herein shall
preclude some or all of the Members from entering into one or more separate agreements
concerning voting, ownership, and Disposition of Membership Interests or shall preclude the
Company from becoming a party to any such agreement.
154 Effect of Waiver or Consent. A waiver or consent, express or implied,to or of any
breach or default by any Person in the performance by that Person of his or its obligations with
respect to the Company is not a consent or waiver to or of any other breach or default in the
performance by that Person of the same or any other obligations of that Person with respect to the
Company. Failure on the part of a Person to complain of any act of any Person or to declare any
Person in default with respect to the Company, irrespective of how long that failure continues,
does not constitute a waiver by that Person of his or its rights with respect to that default until the
applicable statute-of-limitations period has run.
155 Amendment or Modification. This Company Agreement may be amended or
modified from time to time only by a written instrument adopted by the Manager and executed and
agreed to by a Required Interest, except for any provision for which the approval of a different
specified portion of the Voting Ratios of all Members entitled to vote is expressly required by this

Company Agreement; provided, however, that (a) an amendment or modification decreasing a
Member's Sharing Ratio and/or Voting Ratio other than in connection with the Sale of New
Securities is effective only with that Member's consent, or (b) an amendment or modification
reducing the required Voting Ratio or other measure for any consent or vote in this Company
Agreement is effective only with the consent or vote of Members having the Voting Ratio or other
measure theretofore required.
15.6 Binding Effect. Subject to the restrictions on Dispositions set forth herein, this
Company Agreement is binding on and inure to the benefit of the Members and their respective
heirs, legal representatives, successors, and assigns.
15.7 Governing Law; Severability; ARBITRATION. THIS COMPANY
AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAW OF THE STATE OF NORTH CAROLINA, EXCLUDING ANY CONFLICT-OF-
LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE
CONSTRUCTION OF THIS COMPANY AGREEMENT TO THE LAW OF ANOTHER
JURISDICTION. If any provision of this Company Agreement or the application thereof to any
Person or circumstance is held invalid or unenforceable to any extent, the remainder of this
Company Agreement and the application of that provision to other Persons or circumstances is not
affected thereby and that provision shall be enforced to the greatest extent permitted by law. Any
disputes, claims, or issues arising out of or related to this Agreement, the relationship between the
Members or Manager shall be resolved by BINDING ARBITRATION applying the rules and
procedures of the American Arbitration Association by a single Arbitrator. Each party shall bear
their costs and fees of such Arbitration equally. If any provision of this Company Agreement or
the application thereof to any Person or circumstance is held invalid or unenforceable to any extent,
the remainder of this Company Agreement and the application of that provision to other Persons
or circumstances is not affected thereby and that provision shall be enforced to the greatest extent
permitted by law. Venue for any dispute related to the Company, its assets, or this Company
Agreement shall be in Collin County, Texas.
15.8 Further Assurances. In connection with this Company Agreement and the
transactions contemplated hereby, each Member shall execute and deliver any additional
documents and instruments and perform any additional acts that may be necessary or appropriate
to effectuate and perform the provisions of this Company Agreement and those transactions.
159 Waiver of Certain Rights.Each Member irrevocably waives any right he or it may
have to maintain any action for dissolution of the Company or for any partition of the property of
the Company.
15.10 Indemnification. To the fullest extent permitted by law, each Member shall
indemnify the Company, each Manager and each other Member and hold them harmless from and
against all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of
suit and attorney's fees)they may incur on account of any breach by that Member of this Company
Agreement.
15.11 Expenses. The Company shall pay the costs and expenses incurred in connection
with the organization of the Company.
15.12 Limitations. Pursuant to the Texas Securities Act, Art. 581-1 et seq. ("Texas
Securities Act"), the liability under the Texas Securities Act of a lawyer, accountant, consultant,
the firm of any of the foregoing and any other person or entity engaged to provide services relating

to an offering of securities of the Company ("Service Providers") is limited to a maximum of two
times the fee paid by the Company or Seller of the Company's securities to the Service Provider
for the services related to the offering of the Company's securities, unless a trier of fact finds that
such Service Provider engaged in intentional wrongdoing in providing the services. By executing
this Agreement, each party acknowledges (a) the disclosure provided in this paragraph, and (b)
that Kelley I Clarke, PC does not represent the Members, either collectively or individually.
15.13 Notice to Members of Provisions of this Company Agreement. By executing
this Company Agreement, each Member acknowledges that he or it has actual notice of(a) all of
the provisions of this Company Agreement, including, without limitation, the restrictions on the
transfer of Membership Interests set forth in Article III and(b)all of the provisions of the Articles.
Each Member hereby agrees that this Company Agreement constitute adequate notice of all such
provisions.
15.14 Counterparts. This Company Agreement may be executed in any number of
counterparts with the same effect as if all signing parties had signed the same document. All
counterparts shall be construed together and constitute the same instrument.
15.15 Creditors. None of the provisions of this Company Agreement shall be for the
benefit of or enforceable by any creditors of the Company.
15.16 Power of Attorney.
(a) Grant of Power. Each Member hereby appoints the Manager to exercise
this power of attorney and his authorized representatives(and any successor thereto by assignment,
election, or otherwise and the authorized representatives thereof)with full power of substitution as
his true and lawful agent and attorney-in-fact, with full power and authority in his name,place, and
stead, to execute, swear to,acknowledge, deliver, file, and record in the appropriate public offices,
as applicable or appropriate (i) all certificates and other instruments and all amendments or
restatements thereof that such Manager deems reasonable and appropriate or necessary to qualify
or register, or continue the qualification or registration of, the Company as a limited liability
company in all jurisdictions in which the Company may conduct business or own property; (ii) all
instruments, including an amendment or restatement of this Company Agreement, that such
Manager deems appropriate or necessary to reflect any amendment, change, or modification of this
Company Agreement in accordance with its terms; (iii) all conveyances and other instruments or
documents that such Manager deems appropriate or necessary to reflect the dissolution and
liquidation of the Company pursuant to the terms of this Company Agreement; (iv) all instruments
relating to the admission or substitution of any Member; (v) all ballots, consents, approvals,
waivers, certificates, and other instruments appropriate or necessary, in the sole discretion of such
Manager, to make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or
other action that is made or given by Members hereunder, is deemed to be made or given by
Members hereunder, or is consistent with the terms of this Company Agreement and appropriate
or necessary, in the sole discretion of such Manager, to effectuate the terms or intent of this
Company Agreement.
(b) Irrevocability. The foregoing power of attorney is irrevocable and coupled
with an interest, and it shall survive, and not be affected by, the death, incompetency, incapacity,
disability, dissolution, bankruptcy, or termination of any Member and the transfer of all or any
portion of his or its Membership Interest and shall extend to such Member's heirs, successors,
assigns, and personal representatives. Each Member agrees to be bound by any representations
made by the Manager acting in good faith pursuant to the power of attorney; and each Member

hereby waives any and all defenses that may be available to contest,negate, or disaffirm any action
of the Manager taken in good faith under the power of attorney. Each Member shall execute and
deliver to the Manager within 15 days after receipt of the Manager's request therefor, further
designations,powers of attorney,and other instruments the Manager deems necessary to effectuate
this Company Agreement and the purposes of the Company.
15.17 Drag Along Rights. If at any time and from time to time the Manager
wishes to make a Voluntary Transfer of all of the Company's Units in a bona fide arms' length
transaction or series of related transactions (including by way of purchase agreement,tender offer,
merger or other business combination transaction or otherwise) to any Person (other than an
Affiliate of the Manager) (the "Proposed Transferee"), then the Manager shall have the right (the
"Drag-Along Right") to require all the Members to sell (the "Drag-Along Sale") to the Proposed
Transferee all of such other Member's Units (the "Drag-Along Units") in accordance with this
Section. Each Member required to Transfer its Units pursuant to this Section shall be referred to
herein as a "Drag-Along Co-Seller." In connection with any Drag-Along Sale, the following shall
apply:
(i) Subject to Section 9.8(b), each Drag-Along Co-Seller will Transfer its
Drag-Along Units on substantially the same terms (other than aggregate price) and
conditions applicable to, and for the same type of consideration payable to, the
Company at the price calculated in accordance with this Section; and
(ii) The aggregate purchase price payable for the Units purchased by a
Proposed Transferee will be allocated among the Manager and the Drag-Along Co-
Sellers in the same amounts and proportions the Members would receive distributions
under a liquidity event.
(a) The Drag-Along Co-Sellers shall not be required to (i) make any
representations and warranties, other than representations and warranties relating to such
Member's good standing, due authorization, due execution, enforceability, lack of conflicts, title
to its Units and investment qualifications or(ii) enter into any non-solicitation or non-competition
agreement, in connection with the Drag-Along Sale. To the extent that the parties are to provide
any indemnification or otherwise assume any other post-closing liabilities, the Manager and each
Drag-Along Co-Seller selling Units in a transaction under this Section shall do so severally and
not jointly (and on a pro rata basis in accordance with the consideration received by each such
Member in connection with the Drag-Along Sale),and each Member's respective potential liability
thereunder shall not exceed the proceeds received by such Member, except with respect to claims
related to fraud or willful breach by such Member. In connection with a Drag-Along Sale, the
Drag-Along Co-Sellers will also (A) waive any dissenter's rights and other similar rights, (B)take
all actions reasonably required, desirable or requested by the Manager to consummate such Drag-
Along Sale and(C) comply with the terms of the documentation relating to the Drag-Along Sale.
(b) To exercise a Drag-Along Right, the Manager shall give each Member a
written notice (a "Drag-Along Notice") containing a description of(i)the name and address of the
Proposed Transferee and(ii) the proposed purchase price of the Units, terms of payment and other
material terms and conditions of the Proposed Transferee's offer. Each Member shall thereafter be
obligated to sell the Drag-Along Units on the terms set forth in the Drag-Along Notice,provided
that the sale to the Proposed Transferee is consummated within one hundred eighty (180) days of
delivery of the Drag-Along Notice. If the sale is not consummated within such one hundred eighty
(180) day period, then each Member shall no longer be obligated to sell such Member's Units
pursuant to that specific Drag-Along Right, but shall remain subject to the provisions of this
Section.

(c) The obligations of all the Members with respect to the transaction described
in this Section, shall be contingent upon the consideration payable with respect to the Interests
being sold.
15.18 Tag Along Rights. If at any time and from time to time the Manager wishes
to make a Voluntary Transfer of any of its Units in a bona fide arms' length transaction or series
of related transactions (including by way of purchase agreement, tender offer, merger or other
business combination transaction or otherwise) to any Proposed Transferee, and further the
Manager does not exercise its Drag-Along Right described above, then the Manager shall give
notice of such proposed Voluntary Transfer no later than thirty (30) days prior to the closing of
such sale (the "Tag-Along Notice"). Each Tag-Along Notice shall include: (i)the number of Units
to be sold in the proposed Voluntary Transfer; and (ii) the principal terms of the proposed
Voluntary Transfer, including the consideration to be paid for such Units and, separately, such
Units affiliated with the Manager. Each Member shall have the right (the "Tag-Along Right") to
sell (the "Tag-Along Sale") to the Proposed Transferee the percentage of such other Member's
Units equal to the percentage of the Units of the Manager proposed to be Transferred(with respect
to each such Member and the Manager, its "Tag-Along Units") in accordance with this Section.
Each Member electing to Transfer its Units pursuant to this Section shall be referred to herein as
a "Tag-Along Co-Seller". In connection with any Tag-Along Sale, the following shall apply:
(i) Subject to Section 15.18(b), each Tag-Along Co-Seller will Transfer
its Tag-Along Units on substantially the same terms (other than aggregate price) and
conditions applicable to, and for the same type of consideration payable to, the
Manager at the price calculated in accordance with Section 15.18(a)(ii); and
(ii) Subject to the principle of Section 15.1 8(a)(iii) the aggregate purchase
price payable for the Units purchased by a Proposed Transferee will be allocated among the
Manager and the Tag-Along Co-Sellers based upon the Hypothetical Liquidation Value of
such Members' Units so Transferred; and
(iii) For purposes of determining the purchase price of a Member's Tag-
Along Units, the purchase price payable by the Proposed Transferee to the Manager for its
Units shall be fairly apportioned between the Members' Units, on the one hand, and the
Manager's Units, on the other hand,based upon the relative economic rights of all such Units
under a liquidity event as laid out in Section 12.2(b).
(a) The Tag-Along Co-Sellers shall not be required to (i) make any
representations and warranties, other than representations and warranties also made by the
Manager, or (ii) enter into any non-solicitation or non-competition agreement, in connection with
the Tag-Along Sale. To the extent that the parties are to provide any indemnification or otherwise
assume any other post-closing liabilities,the Manager and each Tag-Along Co-Seller selling Units
in a transaction under this Section 15.18 shall do so severally and not jointly (and on a pro rata
basis in accordance with the consideration received by each such Member in connection with the
Tag-Along Sale), and each Member's respective potential liability thereunder shall not exceed the
proceeds received by such Member, except with respect to claims related to fraud or willful breach
by such Member. In connection with a Tag-Along Sale, the Tag-Along Co-Sellers will also (A)
waive any dissenter's rights and other similar rights, (B) take all actions reasonably required,
desirable or requested by the Manager to consummate such Tag-Along Sale and (C) comply with
the terms of the documentation relating to the Tag-Along Sale.

(b) To exercise a Tag-Along Right, the exercising Member shall give the
Manager a written notice thereof on or before the date which is twenty (20) days after receipt of
the Tag-Along Notice. Each electing Member shall thereafter be obligated to sell the Tag-Along
Units on the terms set forth in the Tag-Along Notice, provided that the sale to the Proposed
Transferee is consummated within one hundred eighty (180) days of delivery of the Tag-Along
Notice. If the sale is not consummated within such one hundred eighty (180)day period,then each
Member shall no longer be obligated to sell such Member's Units pursuant to that specific Tag-
Along Right, but shall remain subject to the provisions of this Section 15.18.
15.19 Termination of Marital Relationship.
(a) If the marital relationship of a Member is terminated by death or divorce,
the Member's spouse shall inherit and/or acquire those economic sharing rights pursuant to those
interests, but that Member's spouse shall not receive the voting rights. In the event such Member
does not succeed to all of such Member's spouse's community or separate interest, if any, in the
Membership Interest(such spouse is referred to hereafter in this Article as the "Assignee Spouse"),
either as outright owner of such Membership Interest or as a trustee of a trust holding such
Membership Interest,whether or not such Member is a beneficiary of such trust,then the Company
shall have the option to purchase such Membership Interest at Fair Value at the Company's sole
discretion.
(b) Any Membership Interest of the Company held by a Member as a trustee of
a trust as a result of the death of or the Member's divorce from the Assignee Spouse shall be treated
as owned by such Member for purposes of this Company Agreement, except that there will be no
voting rights.
15.20 Savings Clause. If any provision of this Agreement is determined to be illegal or
unenforceable, such determination shall not affect the legality or enforceability of any other
provision thereof.
{Signatures Follow On Next Page}

IN WITNESS WHEREOF, following adoption of this Company Agreement by the
Manager,the Members have executed this Company Agreement as of the date first set forth above.
MANAGER:
GOLDEN TERRAIN LLC,
a Delaware limited liability company
By: Yomesh Deliwala
Its: Manager

EXHIBIT A
MEMBERS INFORMATION
Name Ownership %
Jay Shah 25%
Hemal Badiani 25%
Brandon Maxwell 25%
Yomesh Deliwala 25%

AGENT AUTHORIZATION FORM
PROPERTY LEGAL DESCRIPTION: 06237011
06237026
LOT NO. PLAN NO. PARCEL ID: 06237027
STREET ADDRESS: 9820 Joe Kerr Rd, Waxhaw, NC 28173
Please print: The Estates at Marvin Acres, LLC
Property Owner: _
Property Owner: Brandon Maxwell - Partner
The undersigned, registered property owners of the above noted property, do hereby authorize
Nate Burns Langan NC, Inc.
(Contractor/Agent) (Name of consulting firm)
to act on my behalf and take all actions necessary for the processing, issuance and acceptance of
this permit or certification and any and all standard and special conditions attached.
Property Owner's Address (if different than property above):
6401 Carmel Road Suite 202. Charlotte, NC 28226
704-777-8888
Telephone:
We hereby certify the above information submitted in this application is true and accurate to the
best of our knowledge.
tut/Af/2"`i M Al:
PI/I1A 111v43
u oriz d Signat re / Authorized Signature
Date: 7,-oar Date:

DocuSign Envelope ID: DCB8E1 F3-5B72-4559-8340-B06328DDFD04
LIMITED LIABILITY COMPANY RESOLUTION
Company: Estates at Marvin Acres LLC
a North Carolina limited liability company
9935 Rea Rd D#439
Charlotte,NC 28277
We,THE UNDERSIGNED,DO HEREBY CERTIFY THAT:
THE COMPANY'S EXISTENCE. The complete and correct name of the Company is Estates at Marvin Acres
LLC ("Company"). The Company is a limited liability company which was, and at all times prior to their
administrative dissolution,duly organized,validly existing,and in good standing under and by virtue of the laws of
the State of North Carolina. The Company is duly authorized to transact business in all other states in which the
Company is doing business,having obtained all necessary filings,governmental licenses and approvals for each state
in which the Company is doing business. The Company has the full power and authority to own its properties and
to transact the business in which it is presently engaged or presently proposes to engage. The Company maintains
an office at 9935 Rea Rd D#439,Charlotte,NC 28277. Unless the Company has designated otherwise in writing,
the principal office is the office at which the Company keeps its books and records.
RESOLUTIONS ADOPTED. At a meeting of the members of the Company, duly called and held at which a
quorum was present and voting, or by other duly authorized action in lieu of a meeting,the resolutions set forth in
this Resolution were adopted.
AUTHORIZED SIGNER. The following named person is appointed Authorized Signer of Estates at Marvin
Acres LLC and is hereby authorized to execute any and all documents on behalf of the Company without the need
of joinder from any other Member or Manager of the Company:
NAMES TITLES AUTHORIZED ACTUAL SIGNATURES
DocuSigned by:
Brandon Maxwell Authorized Signer YES X EbraiA,ototA, kL wd,.,
682E70AF87D84EF...
ACTIONS AUTHORIZED. The authorized persons listed above may enter into any agreements of any nature
with the DEQ or any third party associated with the DEQ, and those agreements will bind the Company.
Moreover,the person named above shall have sole and complete signing authority for the Company as it relates
to the execution of documents on behalf of the Company fulfilling any requirements of the DEQ or their affiliates.
CERTIFICATION CONCERNING MEMBER AND RESOLUTIONS. The Authorized Signer named above is
duly elected,appointed,or employed by or for the Corporation,as the case may be,and occupies the position set
opposite his or her respective name. This Resolution now stands of record on the books of the Corporation,is in
full force and effect,and has not been modified or revoked in any manner whatsoever.
CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and performed prior to the
passage of this Resolution are hereby ratified and approved. This Resolution shall be continuing,shall remain in
full force and effect and Lender may rely on it until written notice of its revocation shall have been delivered to
and received by Lender at Lender's address shown above(or such addresses as Lender may designate from time
to time). Any such notice shall not affect any of the Corporation's agreements or commitments in effect at the
time notice is given.
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DocuSign Envelope ID: DCB8E1F3-5B72-4559-8340-B06328DDFD04
IN TESTIMONY WHEREOF, 100% of the Members and Managers of the Company have hereunto
set their hands and attest that the signature set opposite the name listed above is that Member and
Managing Member's genuine signature. This the 30`b day of April,2024.
CERTIFIED TO AND ATTESTED BY:
Estates at Marvin Acres LLC
a North Carolina limited liability company
By: Golden Terrain
cuS LLigCned,by:Delaware limited liability company
By:UDo
OKAGSL VaiWG6L
,: : uliwnla,Manager
MEMBERS:
DocuSigned by:
ES11iPF(2 3 '/o membership interest)
DocuSigned by:
:nth
umat, 15 tattn,i
itaziits i2(25.00%membership interest)
DocuSigned by:
°Ur'aan,h , ta.),wtii,
.•.,r:.ii•rl/fa ell(25.00%membership interest)
EDocuSigned by:
lb141tAL Vt, wa .
g Mktla(25.00%membership interest)
2