WQ0033492_Final Permit_20170407

Water Resources
ENVIRONMENTAL QUALITY
April 7, 2017
JASON A. SMITH — MANAGER
EASTERN COMPOST, LLC
POST OFFICE Box 460
BATTLEBORo, NORTH CAROLINA 27809
Dear Mr. Smith:
ROY COOPER
Governor
MICHAEL S. REGAN
Secretary
S. JAY ZIMMERMAN
Director
Subject: Permit No. WQ0033492
Eastern Compost
Closed -Loop Recycle System
Edgecombe County
In accordance with your permit renewal request received December 28, 2016, and subsequent
additional information received April 5, 2017, we are forwarding herewith Permit No. WQ0033492 dated
April 7, 2017, to Eastern Compost, LLC for the continued operation of the subject wastewater treatment
and closed -loop recycle facilities.
This permit shall be effective from the date of issuance until March 31, 2022, shall void Permit No.
WQ0033492 issued December 24, 2008, and shall be subject to the conditions and limitations as specified
therein. Please pay particular attention to the monitoring requirements listed in Section N for they may
differ from the previous permit issuance. Failure to establish an adequate system for collecting and
maintaining the required operational information shall result in future compliance problems.
Please note the following permit conditions have been removed since the last permit issuance
dated December 24, 2008:
➢ Old Condition 1.1. — The Engineer's Certification has been submitted.
➢ Old Condition I.2. — The Raleigh Regional Office inspected the facility prior to startup.
➢ Old Condition 1.3. — The Operation and Maintenance Plan and Residual Management Plan were
submitted prior to system construction.
➢ Old Condition I.4. — This condition has been removed.
➢ Old Condition I.6. —The plans and specifications of the return pump system were approved by
the Division prior to installation.
➢ Old Condition 111.6, —The storage lagoon was designed to accommodate water from a 25-year,
24-hour storm event.
--"-'Nothing Compares-�- ,
State of North Carolina I Environmental Quality I Water Resources I Water Quality Permitting I Non -Discharge Permitting
1617 Mail Service Center I Raleigh, North Carolina 27699-1617
919-807-6332

Mr. Jason A. Smith
April 7, 2017
Page 2 of 2
Please note the following permit conditions are new or modified since the last permit issuance
dated December 24, 2008:
➢ Condition 111.8. — This condition includes control of burrowing animals at the storage lagoon
if the burrows are deemed to be a threat to the groundwater or to structural integrity of the
berm.
➢ Condition VIX — This condition allows the permit to be revoked or modified under certain
circumstances.
➢ Condition VI.9. — This condition notifies the Permittee that, unless the Division Director grants
a variance, expansion of the permitted facilities contained herein shall not be granted if the
Permittee: has been convicted of an environmental crime; has previously abandoned a
wastewater treatment facility; has not paid a civil penalty; is non -compliant with a permit
schedule; or has not paid an annual fee.
If any parts, requirements or limitations contained in this permit are unacceptable, the Permittee
has the right to request an adjudicatory hearing upon written request within 30 days following receipt of
this permit. This request shall be in the form of a written petition, conforming to Chapter 150B of the North
Carolina General Statutes, and filed with the Office of Administrative Hearings at 6714 Mail Service
Center, Raleigh, NC 27699-6714. Unless such demands are made, this permit shall be final and binding.
If you need additional information concerning this permit, please contact David Goodrich at (919)
807-6352 or david.goodrich&cdenr.gov.
Sincerely,
Jay Zimmerman, P.G., Director
Division of Water Resources
cc: Edgecombe County Health Department (Electronic Copy)
Raleigh Regional Office, Water Quality Regional Operations Section (Electronic Copy)
Digital Permit Archive (Electronic Copy)
Central Files

NORTH CAROLINA
I.
ENVIRONMENTAL MANAGEMENT COMMISSION
DEPARTMENT OF ENVIRONMENTAL QUALITY
RALEIGH
CLOSED -LOOP RECYCLE SYSTEM PERMIT
In accordance with the provisions of Article 21 of Chapter 143, General Statutes of North Carolina as
amended, and other applicable Laws, Rules and Regulations
PERMISSION IS HEREBY GRANTED TO
Eastern Compost, LLC
Edgecombe County
FOR THE
continued operation of a 28,975 gallon per day (GPD) wastewater treatment and closed -loop recycle
irrigation facility consisting of:
approximately nine acres of drainage area, including approximately 5 acres of impervious surface, which
drains to a 1.35 million gallon (MG) clay lined storage lagoon; and all associated piping, valves, controls,
and appurtenances
to serve Eastern Compost, with no discharge of wastes to surface waters, pursuant to the application
received December 28, 2016, and subsequent additional information received by the Division of Water
Resources, and in conformity with the project plans, specifications, and other supporting data subsequently
filed and approved by the Department of Environmental Quality and considered a part of this permit.
This permit shall be effective from the date of issuance until March 31, 2022, shall void Permit No.
WQ0033492 issued December 24, 2008, and shall be subject to the following specified conditions and
limitations:
No later than six months prior to the expiration of this permit, the Permittee shall request renewal of
this permit on official Division forms. Upon receipt of the request, the Division will review the
adequacy of the facilities described therein, and if warranted, will renew the permit for such period of
time and under such conditions and limitations as it may deem appropriate. Please note Rule 15A
NCAC 02T .0105(d) requires an updated site map to be submitted with the permit renewal application.
[ 15A NCAC 02T .0105(d), 02T .0106, 02T .0109, 02T .0115(c)j
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H. PERFORMANCE STANDARDS
The subject non -discharge facilities shall be effectively maintained and operated at all times so there is
no discharge to the surface waters, nor any contravention of groundwater or surface water standards.
In the event that the facilities fail to perform satisfactorily, including the creation of nuisance conditions
due to improper operation and maintenance, the Permittee shall take immediate corrective actions
including Division required actions, such as the construction of additional or replacement wastewater
treatment or recycle facilities. [15A NCAC 02T .0108(b)(1)]
2. This permit shall not relieve the Permittee of their responsibility for damages to groundwater or surface
water resulting from the operation of this facility. [ 15A NCAC 02B .0200, 02L .0100]
3. The facilities permitted herein shall be constructed according to the following setbacks:
a. The setbacks for storage and treatment units permitted under 15A NCAC 02T .1000 shall be as
follows (all distances in feet):
i. Any habitable residence or place of public assembly under separate ownership: 100
ii. Any private or public water supply source: 100
iii. Surface waters: 50
iv. Any well with the exception of a Division approved groundwater monitoring well: 100
v. Any property line: 50
[15A NCAC 02T .1006(a)]
III. OPERATION AND MAINTENANCE REQUIREMENTS
I . The facilities shall be properly maintained and operated at all times. The facilities shall be effectively
maintained and operated as a non -discharge system to prevent the discharge of any wastewater resulting
from the operation of this facility. The Permittee shall maintain an Operation and Maintenance Plan,
which at a minimum shall include operational functions, maintenance schedules, safety measures and
a spill response plan. [ 15A NCAC 02T .1007]
2. Upon the Water Pollution Control System Operators Certification Commission's (WPCSOCC)
classification of the subject non -discharge facilities, in accordance with 15A NCAC 08G .0200 the
Permittee shall designate and employ a certified operator in responsible charge (ORC) and one or more
certified operator(s) as back-up ORC(s). The ORC or their back-up shall visit the facilities in
accordance with 15A NCAC 08G .0200, and shall comply with all other conditions specified in the
previously cited rules. [I5A NCAC 02T .0117]
3. Unauthorized public access to the wastewater treatment facilities and closed -loop recycle system shall
be prohibited. [15A NCAC 02T .1000(a)(1)]
4. The residuals generated from the wastewater treatment facilities shall be disposed or utilized in
accordance with 15A NCAC 02T .I 100. The Permittee shall maintain a residual management plan
pursuant to 15A NCAC 02T .1008. [15A NCAC 02T .1008, 02T .1100]
5. Diversion or bypassing of untreated or partially treated wastewater from the treatment facilities is
prohibited. [15A NCAC 02T .0108(b)(1)]
6. Freeboard in the 1.35 million gallon (MG) clay lined storage lagoon shall not be less than one foot at
anytime. [15A NCAC 02T .1005(b)(6)]
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7. A gauge to monitor waste levels in the 1.35 million gallon (MG) clay lined storage lagoon shall be
provided. This gauge shall have readily visible permanent markings, at %z foot increments, indicating
the following elevations: maximum liquid level at the top of the temporary liquid storage volume;
minimum liquid level at the bottom of the temporary liquid storage volume; and the lowest point on
tap of the dam. [15A NCAC 02T .0108(b)(1)]
8. A protective vegetative cover shall be established and maintained on all earthen embankments (i.e.,
outside toe of embankment to maximum allowable temporary storage elevation on the inside of the
embankment), berms, pipe runs, erosion control areas, and surface water diversions. Trees, shrubs, and
other woody vegetation shall not be allowed to grow on the earthen dikes or embankments. Earthen
embankment areas shall be kept mowed or otherwise controlled and accessible. Maintenance of the
storage lagoon shall include control of the structural integrity of the berm, and the control burrowing
animals if the burrows are deemed to be a threat to the groundwater or to the structural integrity of the
berm. [15A NCAC 02T .0108(b)(1)]
IV. MONITORING AND REPORTING REQUIREMENTS
1. Any Division required monitoring (including groundwater, plant tissue, soil and surface water analyses)
necessary to ensure groundwater and surface water protection shall be established, and an acceptable
sampling reporting schedule shall be followed. [ 15A NCAC 02T .0108(c)]
2. A Division certified laboratory shall conduct all laboratory analyses for the required effluent,
groundwater or surface water parameters. [15A NCAC 02H .0800]
3. Freeboard (i.e., waste level to the lowest embankment elevation) in the 1.35 million. gallon (MG) clay
lined storage lagoon shall be measured to the nearest 'h foot, and recorded weekly. Weekly freeboard
records shall be maintained at the facility for a period of no less than five years, and shall be made
available to the Division upon request. [15A NCAC 02T .0108(c)]
4. A record shall be maintained of all residuals removed from this facility. This record shall be maintained
at the facility for a period of no less than five years, and shall be made available to the Division upon
request. At a minimum, this record shall include:
a. Name of the residuals hauler;
b. Non -Discharge permit number authorizing the residuals disposal, or a letter from a municipality
agreeing to accept the residuals;
c. Date the residuals were hauled; and
d. Volume of residuals removed.
[ 15A NCAC 02T .0108(b)(1)]
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5. Noncompliance Notification:
The Permittee shall report by telephone to the Raleigh Regional Office, telephone number (919) 791-
4200, as soon as possible, but in no case more than 24 hours, or on the next working day following the
occurrence or first knowledge of the occurrence of any of the following:
a. Treatment of wastes abnormal in quantity or characteristic, including the known passage of a
hazardous substance.
b. Any process unit failure (e.g., mechanical, electrical, etc.), due to known or unknown reasons,
rendering the facility incapable of adequate wastewater treatment.
c. Any facility failure resulting in a by-pass directly to receiving surface waters.
d. Any time self -monitoring indicates the facility has gone out of compliance with its permit
limitations.
Any emergency requiring immediate reporting (e.g., discharges to surface waters, imminent failure of
a storage structure, etc.) outside normal business hours shall be reported to the Division's Emergency
Response personnel at telephone number [phone], [phone], or [phone]. Persons
reporting such occurrences by telephone shall also file a written report in letter form within five days
following first knowledge of the occurrence. This report shall outline the actions taken or proposed to
betaken to ensure the problem does not recur. [15A NCAC 02T .0105(1), 02T .0108(b)(1)]
V. INSPECTIONS
1. The Permittee shall provide adequate inspection and maintenance to ensure proper operation of the
wastewater treatment and recycle facilities. [15A NCAC 02T .0108(b)]
2. The Permittee or their designee shall inspect the wastewater treatment and recycle facilities to prevent
malfunctions, facility deterioration and operator errors resulting in discharges, which may cause the
release of wastes to the environment, a threat to human health or a public nuisance. The Permittee shall
maintain an inspection log that includes, at a minimum, the date and time of inspection, observations
made, and any maintenance, repairs, or corrective actions taken. The Permittee shall maintain this
inspection log for a period of five years from the date of the inspection, and this log shall be made
available to the Division upon request. [15A NCAC 02T .0108(b)]
3. Any duly authorized Division representative may, upon presentation of credentials, enter and inspect
any property, premises or place on or related to the wastewater treatment and recycle facilities permitted
herein at any reasonable time for the purpose of determining compliance with this permit; may inspect
or copy any records required to be maintained under the terms and conditions of this permit, and may
collect groundwater, surface water or Ieachate samples. [G.S. 143-21.5.3(a)(2)]
VI. GENERAL CONDITIONS
1. Failure to comply with the conditions and limitations contained herein may subject the Permittee to an
enforcement action by the Division in accordance with North Carolina General Statutes 143-215.6A to
143-215.6C. [G.S. 143-215.6A to 143-215.6C]
2. This permit shall become voidable if the permitted facilities are not constructed in accordance with the
conditions of this permit, the Division approved plans and specifications, and other supporting
documentation. [15A NCAC 02T .0110]
3. This permit is effective only with respect to the nature and volume of wastes described in the permit
application, Division approved plans and specifications, and other supporting documentation. No
variances to applicable rules governing the construction or operation of the permitted facilities are
granted, unless specifically requested and approved in this permit pursuant to 15A NCAC 02T .0I 05(n).
[G.S. 143-21.5.1 ]
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4. The issuance of this permit does not exempt the Permittee from complying with any and all statutes,
rules, regulations, or ordinances, which may be imposed by other jurisdictional government agencies
(e.g., local, state, and federal). Of particular concern to the Division are applicable river buffer rules in
15A NCAC 02B .0200; erosion and sedimentation control requirements in 15A NCAC Chapter 4 and
under General Permit NCG010000; any requirements pertaining to wetlands under 15A NCAC 02B
.0200 and 02H .0500; and documentation of compliance with Article 21 Part 6 of Chapter 143 of the
General Statutes. [15A NCAC 02T .0105(c)(6)]
In the event the permitted facilities change ownership or the Permittee changes their name, a formal
permit modification request shall be submitted to the Division. This request shall be made on official
Division forms, and shall include appropriate property ownership documentation and other supporting
documentation as necessary. The Permittee of record shall remain fully responsible for maintaining
and operating the facilities permitted herein until a permit is issued to the new owner. [15A NCAC
02T .0104]
6. The Permittee shall retain a set of Division approved plans and specifications for the life of the facilities
permitted herein. [15A NCAC 02T .0108(b)(1)]
7. The Permittee shall maintain this permit until all permitted facilities herein are properly closed or
permitted under another permit issued by the appropriate permitting authority. [15A NCAC 02T
,01050)]
8. This permit is subject to revocation or unilateral modification upon 60 days' notice from the Division
Director, in whole or part for the requirements listed in 15A NCAC 02T .0110. [ 15A NCAC 02T .0110]
9. Unless the Division Director grants a variance, expansion of the permitted facilities contained herein
shall not be granted if the Permittee exemplifies any of the criteria in 15A NCAC 02T .0120(b). [ 15A
NCAC 02T .0120]
10. The Permittee shall pay the annual fee within 30 days after being billed by the Division. Failure to pay
the annual fee accordingly shall be cause for the Division to revoke this permit. [I5A NCAC 02T
.0105(e)(3)]
Permit issued this the 7t' day of April 2017
NORTH CAROLINA ENVIRONMENTAL MANAGEMENT COMMISSION
ZS. Jay Zimmerman, P.G., Director
6 Division of Water Resources
By Authority of the Environmental Management Commission
Permit Number WQ0033492
WQ0033492 Version 2.0 Shell Version 151201 Page 5 of 5

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WQ0033492
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Reviewed by: Battleboro, Nc EDGECOMBE COUNTY
Date: April '16 W 0033492
SITE DETAIL MAP

Land Lease , it r 047
THIS LEASE ("Lease") is made and entered into this _251 day of J , 2008 r; rt �tn,rz Un�k
between Joel M. Boseman and wife Jean J. Boseman and F. Winslow Goins and
wife, Nancy P. Goins` ("Landlord") whose address for purposes of notice hereunder is
and Eastern Com ost LLC, ("Tenant") whose address both prior to and after the
Commencement Date (as defined in Section 2.01) is 200 West Bridges Road, Battleboro,
North Carolina.
WITNESSETH:
ARTICLE I
1.01 Premises: Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, for the rent and subject to the provisions of this Lease, that certain parcel of
vacant land ("Premises") described in the Exhibit "A", attached and by this preference
made a part hereof. Landlord and Tenant hereby agree that the Premises will, when
complete, contain a Building to be constructed. Said Building and related improvements
shall be constructed in accordance with plans and specifications approved by Landlord
and Tenant.
ARTICLE II
2.01 Term: The term of this Lease shall be for (20) years, beginning on the
Commencement Date, defined as January 1, 2008 hereinafter, and ending at 12 o'clock
noon on a date (20 ) years thereafter, (January 1, 2028), with an option to renew unless
sooner terminated by the Landlord as provided herein.
2.02 Possession: If on the Commencement Date any of the following items, hereinafter
referred to as "Rental Abatement Conditions" shall have occurred and be continuing, rent
hereunder shall be abated. Rental Abatement Conditions shall be strictly limited to an
event or item which prohibits the Landlord from: first, fulfilling Landlord's covenant of
quiet enjoyment in delivering to Tenant a legally defensible leasehold interest in the
premises; or second, delays in any review and response required by Landlord. Neither
Landlord nor Landlord's agents shall be liable for any claim, damage, consequential or
otherwise, loss, liability or expense in connection with such failure to complete
construction or tender possession, nor shall this Lease be void or voidable, except at the
express option of the Landlord.

ARTICLE III
3.01 Annual Base Rent: Subject to any adjustments to Base Rent herein set forth, and in
consideration for this Lease, Tenant hereby agrees to pay to Landlord a base annual rental
("Base Rent") for the term of this lease, excluding option periods, of ($ 10,000.00)
DOLLARS, payable for the first year in advance upon execution of this instrument, Base
Rent for the second year shall be payable in monthly installments of ($833.34)
DOLLARS on the first day of each calendar month of the second year of the lease term.
Base Rent shall be paid to Landlord, without notice, demand, deduction, offset or
abatement, in legal tender of the United States of America, at such place as Landlord
shall designate, or to such other person or at such other place as Landlord may from time
to time designate in writing.
3.02 Initial Term Rental: It is agreed that the property is leased for a rental equal to the
number of years of the initial term multiplied by the Annual Base Rental, as adjusted, for
the term hereof, payable at the time of the making of this Lease and that the provisions
herein contained for the payment of such rent in installments during the second year of
the lease term are for the convenience of the Tenant only. Upon default in the payment of
such rent, or upon any default of the terms of this Lease, the entire rent, as adjusted on
the date of default, for the full Lease term then remaining unpaid shall at once become
due and payable without any notice or demand.
3.03 Security Deposit/Escrow Deposit: Tenant shall deposit with Landlord the sum of
($ n/a) DOLLARS as a "Security Deposit" and/or "Escrow Deposit" within one hundred
twenty (120) days from the Commencement Date. The amount so deposited shall be
treated as a Security Deposit after the commencement date of the Lease and as an Escrow
Deposit. If Tenant defaults with respect to any provisions of this Lease, Landlord may,
without obligation and without prejudice to any other remedy or remedies which
Landlord may have on account thereof, apply all or any part of the Security Deposit to
the curing of any such default, and upon such application, Tenant shall, upon demand
deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its
original amount, and Tenant's failure to do so shall be a material breach
of this Lease. Landlord shall not be required to keep the Security Deposit in a separate
fund, but may commingle it with other funds, and Tenant shall not be entitled to interest
on such deposit. If Tenant is not in default, the Security Deposit or any balance thereof
shall be returned to Tenant within thirty (30) days after the Expiration Date. Nothing
herein shall be construed to give Tenant the right to offset or use the Security Deposit to
satisfy any sums due to Landlord under this Lease.
As an Escrow Deposit, the amount paid by Tenant to Landlord pursuant to this section
shall, prior to the Commencement Date of this Lease, be held by Landlord to secure the
performance of Tenant under the Development Agreement, Exhibit "C", and to the extent
the Tenant defaults thereunder, Landlord may retain all of said Escrow Deposit, together
with all advance rent paid by Tenant upon the execution of this Lease, as liquidated
damages for the breach of said Lease. In the event of a default by the Tenant under the

Development Agreement, Exhibit "C", the parties agree that the Landlord's damages
would be uncalculable, and the Landlord shall, therefore, be entitled to liquidated
damages for such breach in the amount of $ n/a. The $ n/a Escrow Deposit shall, without
execution of any other document, become a Security Deposit as hereinbefore described
upon the Commencement Date of the Lease.
3.04 Tenant's Obligation to Pay Rent. Tenant's obligation to pay Annual Base Rent and
Additional Rent hereunder, as those terms are defined herein, shall begin on the
Commencement Date, as defined hereinabove, and shall continue throughout the term of
this Lease.
ARTICLE IV
4.01 Use: Tenant shall use the Premises only for the specific purposes and activities
approved by Landlord to include related activities and programs complementary to the
operation of the same and customarily and currently undertaken by Tenant in other
similar facilities operated by Tenant. No other purposes shall be permitted unless such
other purpose or use is approved by Landlord in writing. Tenant shall not allow Premises
to be used for any improper, immoral, unlawful, or objectionable purpose, nor shall
Tenant cause, maintain or permit any nuisance (whether public or private) in, on or about
the Premises, including but not limited to, objectionable or harmful noises and odors.
Tenant shall not commit or suffer to be committed any waste in or upon the Premises,
except for reasonable wear and tear. Tenant shall not use the Premises or permit anything
to be done in or about the Premises which will in any way conflict with any private
restrictive covenant, law, statute, ordinance or any rule or regulation of Landlord or any
governmental or quasi -governmental authority now in force or which may hereafter be
enacted or promulgated, provided that Landlord represents to Tenant that under
applicable zoning laws and present covenants of record there is no impediment to use of
Premises as contemplated by this Lease. Landlord will not, during the term of this Lease
and any extension hereof, agree to any private restrictive covenant or enact any rule or
regulation which would impair the ability of Tenant to use the Premises as contemplated
by this Lease.
It is understood and agreed that Landlord retains all rights with respect to the Premises
and it is further understood and agreed that Landlord retains the right, to the exclusion of
the Tenant, to lease such portions of the Premises as are not set over to Tenant's use to
other Tenants.
ARTICLE V
5.01 Alterations and Additions: From and after the Commencement Date, Tenant shall
make no alterations, installations, additions or improvements in or to the Premises
without the prior written consent of Landlord. From the date of execution hereof, any
improvements, including the Building, and any alterations, installations, additions or
improvements in or to said Premises, except movable furniture and movable trade

fixtures, shall become a part of the realty and belong to Landlord and shall be surrendered
with the Premises at the expiration or termination of this Lease or termination of Tenant's
right to possession of the Premises; provided; however, that Landlord may require
Tenant, at Tenant's sole cost and expense, to remove any alterations, installations,
additions or improvements made by Tenant. Prior to the expiration or termination of this
Lease, Tenant shall remove all Tenant's property and all of the property designated by
Landlord for removal from the Premises, and make, or reimburse Landlord for the costs
of, all repairs to the Premises resulting from such removal.
ARTICLE VI
6.01 Default: The occurrence of any one or more of the following events shall constitute
a default under this Lease by Tenant:
(a) The failure by Tenant to make any payment of Rent or any other payment required to
be made by Tenant hereunder, as and when due, where such failure shall continue for a
period of fifteen (15) days from the date said payment is due, and the failure by Tenant to
make any three (3) consecutive payments of Rent or any other payment required to be
made by Tenant hereunder, as and when due, where each such failure shall continue for a
period of five (5) days from the date a payment is due.
(b) The material breach of any representation by Tenant, or the failure by Tenant to fulfill
or perform, in whole or in part, any of its obligations under this Lease, other than the
payment of any monetary obligations hereunder, where such failure shall continue for a
period of thirty (30) days after written notice thereof by Landlord to Tenant; provided,
however, that if the nature of Tenant's default is such that more than thirty (30) days is
reasonably required for its cure, then Tenant shall not be deemed to be in default if
Tenant commences such cure within said fifteen (15) day period, and thereafter diligently
prosecutes such cure to completion.
(c) The failure by Tenant to remove any lien filed against this leasehold estate, or the
Premises by reason of Tenant's actions within thirty (30) days after written notice to
Tenant of any such filing.
(d) The making by Tenant of any general assignment or general arrangement for the
benefit of creditors; or the filing by or against Tenant of a petition to have Tenant
adjudged a bankrupt, or a petition or reorganization or arrangement under any law
relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is
dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take
possession of substantially all of Tenant's assets located at the Premises, or of Tenant's
interest in this Lease where possession is not restored to Tenant within thirty (30) days;
or the attachment, execution or other judicial seizure of substantially all of Tenant's assets
located at the Premises, or of Tenant's interest in this Lease, where such seizure is not
discharged in thirty (30) days.
(e) The transfer, mortgage, assignment, or other encumbrance by Tenant of this leasehold
estate, except as provided hereunder.
(f) Failure to occupy the Premises on or before the Commencement Date set out
hereinabove.
(g) Abandonment by Tenant under Paragraph 10.04 hereinbelow.

6.02 Rights Upon Default: If a default occurs and Tenant fails to take such curative
action as required herein, then at any time thereafter and prior to the curing thereof, with
or without further notice or demand, Landlord may exercise any and all rights and
remedies available to Landlord under this Lease, at law, or in equity, including without
limitation terminating this Lease and terminating Tenant's right to possession without
terminating the Lease. If Landlord elects to terminate this Lease, it may treat the default
as an entire breach of this Lease and Tenant shall immediately become liable to Landlord
for damages equal to the total of (i) the cost of recovering, reletting (including without
limitation the costs of lease commissions attributable to the unexpired portion of the
Term of this Lease), and remodeling the Premises, (ii) all unpaid Base Rent and other
amounts earned or due through such termination. If Landlord elects to terminate Tenant's
right to possession of the Premises without terminating the Lease, Landlord may, but
shall not be obligated to, rent the Premises or any part thereof for the account of Tenant
to any person or persons for such rent and for such terms and conditions as Landlord
deems appropriate, and Tenant shall be liable to Landlord for the amount, if any, by
which the Rent for the unexpired balance of the Term exceeds the net amount, if any,
received by Landlord from such reletting, after deducting from the gross amount received
by Landlord the costs of repossession, reletting, remodeling and other expenses incurred
by Landlord. Such sum or sums shall be paid by Tenant in monthly installments on the
first day of each month of the Term. Landlord shall use reasonable efforts to relet the
Premises in the event of default by Tenant, but, in no event, shall Landlord by liable for
failure to relet the premises or to collect the rent due under such reletting, and in no event
shall Tenant be entitled to any excess rents received by Landlord. All rights and remedies
of Landlord shall be cumulative and not exclusive.
6.03 Costs: If a default occurs, then Tenant shall reimburse Landlord on demand for all
costs reasonably incurred by Landlord in connection therewith including, but not limited
to, reasonable attorneys fees, court costs and related costs, plus interest thereon from the
date such costs are paid by Landlord until Tenant reimburses Landlord, at the rate
specified in Section 9.04 below.
6.04 Interest: All late payments of Rent, costs or other amounts due from Tenant under
this Lease shall bear interest from the date due, until paid, at the maximum nonusurious
rate of interest at which Tenant may legally contract in North Carolina. The acceptance
by Landlord of any late payment shall not be deemed to be a waiver by Landlord of its
rights to insist upon performance of any other obligation under this Lease.

ARTICLE VII
7.01 Assignment and Subletting: Tenant shall not, voluntarily, by operation of law, or
otherwise, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any
interest therein, and shall not sublet the said Premises or any part thereof, or any right or
privilege appurtenant thereto, or permit any other person (the employees, agents,
servants, and invitees of Tenant excepted) to occupy or use the said. Premises, or any
portion thereof (any such assignment, transfer, mortgage, pledge, hypothecation,
encumbrance, sublet or permission to use being hereinafter collectively referred to as a
"Transfer") without the prior written consent of Landlord, which consent will be
governed by the Consent Factors set forth in Section 10.02 below. A consent to one
Transfer shall not be deemed to be a consent to any subsequent Transfer. Any such
Transfer without consent shall be void and shall constitute a default under this Lease;
provided, however, that Landlord may nevertheless collect Rent from the assignee or
sublessee without waiving any provision hereof or releasing Tenant from the
performance of its obligations under this Lease. Any Transfer by Tenant which has been
approved by Landlord shall not relieve Tenant of its direct and primary Iiability under
any and all of the covenants and obligations contained in or derived from this Lease for
the full Term of this lease, and Landlord shall be entitled to enforce the provisions of this
Lease against Tenant or any assignee or sublessee without demand upon or proceeding in
any way against any other person or entity. Nothing herein shall prevent Tenant from
obtaining new or additional partners for the operation or funding of the business at the
Leased Premises; provided, however, that said partners shall individually and/or
personally guarantee the terms and conditions of this Lease. Moreover, nothing herein
shall prevent the use of a corporate entity by Tenant so long as such corporation shall
further guarantee the terms and conditions hereof and shall not be used to circumvent the
terms of this paragraph.
7.02 Consent: Factors: Landlord may consider any reasonable factor in determining
whether or not to consent to a sublet of the Premises or an assignment of this Lease, and
shall not withhold consent unreasonably. Landlord and Tenant hereby agree that any one
of the following factors, or any other reasonable factor, shall be a reasonable basis for
consenting to or denying a sublet or an assignment:
(a) The financial strength of the proposed subtenant/assignee must be equal to or greater
than the financial strength of Tenant on the Commencement Date of this Lease, and
Landlord may require evidence reasonably acceptable to Landlord of such financial
strength which demonstrates a present and fixture capacity to perform the financial
obligations of Tenant under the Lease.
(b) The business reputation of the proposed subtenant/assignee must be in accordance
with generally acceptable commercial standards.
(c) The use of the Premises by the proposed subtenant/assignee will not violate or create
any potential violation of any laws, covenants or other agreements affecting the Premises
or other leases in the abutting shopping center development.
(d) Tenant shall not be in default under this Lease.

(e) The sublease is for a term less than the remaining Lease Term and/or at a rental rate
less than the then current market rate for comparable premises.
7.03 Proceeds: In the event Landlord consents to a sublet or an assignment, and as
consideration therefore, Tenant hereby agrees to pay Landlord fifty percent (50%) of any
lump sum paid to Tenant for such sublet or assignment, as well as fifty percent (50%) of
all rentals paid to Tenant by any subtenant or assignee in excess of the rent payable
hereunder but any sums paid by an assignee or sublessee for personal property, goodwill
or the value of the business as a going concern will not be included in the amounts paid to
Landlord under this Section. For purposes of this provision, value shall be assigned to
"goodwill" only in the event that an assignee continuously operates the business as a
restaurant under the same format and use restrictions, and with substantially the same
menu and food types under which Tenant operates the restaurant. Any sublet or
assignment approved by Landlord must be in writing and in a form acceptable to
Landlord. In addition, Tenant shall reimburse Landlord for all Landlord's reasonable
attorneys fees and other direct costs incurred on account of such sublet or assignment,
7.04 Abandonment: In the event, following the Commencement Date, Tenant vacates
the Premises or otherwise ceases to operate the same for its intended purpose for a period
of fifteen (15) days or more, Landlord shall have the right, following the fifteen (15) day
period, to terminate this Lease upon the giving of fifteen (15) days notice, which notice
shall advise Tenant that unless Tenant recommences operations within the fifteen (15)
day period, the Lease shall terminate automatically and without further notification, upon
the expiration of the fifteen (15) day period. In such event, the Tenant shall immediately
vacate the Premises and otherwise surrender the same to Landlord as contemplated upon
the expiration of the Lease term, which shall not relieve the Tenant of its obligations
hereunder. In the absence of Landlord providing such notice, Tenant may remain in
possession and not operate the Premises for its intended purpose so long as Tenant
continues to perform all other requirements under the Lease, including without limitation,
the obligation to pay the Rent required under the terms and conditions of this Lease.
ARTICLE VIII
8.01 Entry by Landlord: Landlord, its agents, employees and representatives, shall at all
reasonable times have the right to enter the Premises provided prior notice is given to
Tenant, for the purpose of and to: inspect the same; supply any service to be provided by
Landlord to Tenant hereunder; show said Premises to prospective purchasers, mortgagees
or tenants; post notices of nonresponsibility; alter, improve or repair the Premises, or for
any other purpose that Landlord may reasonably deem necessary or desirable, without
abatement of rent. Landlord shall, at Tenant's request, utilize identification provided by
Tenant and/or consent to utilization of an escort during such inspections, provided;
however, Tenant hereby waives any claim for damages, or for any injury or
inconvenience to or interference with Tenant's business, any loss of occupancy or quiet
enjoyment of the Premises, and any other loss occasioned thereby, except for damages

resulting from Landlord's gross negligence or willful misconduct. Landlord shall have the
right to use any and all means which Landlord may deem proper to access the Premises in
an emergency, in order to obtain entry to the Premises without liability to Tenant except
for any failure to exercise due care for Tenant's property.
8.02 Subordination and Nondisturbance: This Lease and all rights of the Tenant
hereunder are subject and subordinate to any and all mortgages or other security
instruments which do now or hereafter encumber the Premises, or any interest of
Landlord therein, and to any and all advances made on the security thereof, and to any
and all increases, renewals, modifications, consolidations, and extensions of any such
leases, mortgages, and/or security instruments, provided that the Landlord under any such
mortgage shall agree that Tenant's rights under this Lease shall not be disturbed by any
action taken under such mortgage so long as Tenant shall attorn to such Landlord under
such mortgage. No further writing from Tenant shall be necessary to evidence such
subordination; however, within ten (10) days after written request from Landlord, Tenant
agrees to execute such Subordination, Nondisturbance and Attornment Agreement as
may be reasonably required provided same contains a nondisturbance agreement
customarily used in the industry.
8.03 Attornment: If any mortgage is terminated or foreclosed, Tenant shall, upon
request, attorn to the mortgagee or purchaser at such foreclosure sale, as the case may be,
and execute instrument(s) confirming such attornment; provided; however, that if this
Lease was approved and accepted in writing by such mortgagee, Tenant's atton-tirtent
shall be conditioned upon the agreement by such successor to Landlord's interest not to
disturb Tenant's possession hereunder during the Term so long as Tenant performs its
obligations under this Lease. In the event of such a termination or foreclosure and upon
Tenant's attornment as aforesaid, Tenant will automatically become the Tenant of the
successor to Landlord's interest without change in the terms or provisions of this Lease.
8.04 Quiet Enjoyment: Upon Tenant's paying the rent required hereunder, and observing
and performing all of the covenants, conditions and provisions on Tenant's part to be
observed and performed hereunder, Tenant shall have quiet possession of the Premises
for the entire Term hereof, subject to all of the provisions of this Lease.
ARTICLE IX
9.01 Notice: Except as otherwise provided herein, any statement, notice or other
communication which Landlord or Tenant may desire or be required to give to the other
shall be in writing and shall be deemed sufficiently given or rendered if hand delivered,
or if sent by registered or certified mail, addressed at the address(es) first hereinabove
given or at such other address(es) as the other party shall designate from time to time by
prior written notice, and such notice shall be effective when the same is received or
mailed as herein provided.

9.02 Joint Obligation: If there be more than one Tenant the obligations hereunder
imposed upon Tenants shall be joint and several.
9.03 Captions: The captions in this Lease are inserted only as a matter of convenience
and for reference, and they shall have no effect upon the construction or interpretation of
any provision hereof.
9.04 Time: Time is of the essence of this Lease, including, particularly each and all of its
provisions in which performance is a factor.
9.05 Parties and Successors: Subject to the limitations and conditions set forth
elsewhere herein, this Lease shall bind and inure to the benefit of the respective heirs,
legal representatives, successors and permitted assigns and/or sublessees of the parties
hereto. The term "Landlord", as used in this Lease, so far as the performance of any
covenants or obligations on the part of Landlord under this Lease are concerned, shall
mean only the owner of the Premises at the time in question, so that in the event of any
transfer of title to the Premises, the parry by whom any transfer is made shall be relieved
of all liability and obligations of the Landlord arising under this Lease from and after the
date of such transfer.
9.06 Recordation: Tenant may not record this Lease, but either party may record a
memorandum hereof without the prior written consent of the other.
9.07 Prior Agreements and Amendments: This Lease contains all of the agreement of
the parties hereto with respect to any matter covered or mentioned in this Lease, and no
prior agreements or understandings pertaining to any such matters shall be effective for
any purpose. Any agreement hereafter made between Landlord and Tenant shall be
ineffective to modify, release or otherwise affect this Lease, in whole or in part, unless
such agreement is in writing and signed by the party to be bound thereby.
9.08 Inability to Perform: This Lease and the obligations of both the Tenant and the
Landlord hereunder shall not be affected or impaired, and neither party shall be liable to
the other because either is unable to perform any of its obligations hereunder or is
delayed in doing so, if such nonperformance or delay is caused by reason of strike, riot,
labor disputes, acts of God, war, shortages of labor or materials, or any other cause
whatsoever beyond the reasonable control of one or the other party and accordingly, such
nonperformance or delay shall not be deemed a breach or default under this Lease.

9.09 Waiver by Tenant. Tenant hereby waives any and all right to assert affirmative
defenses or counterclaims in any eviction action instituted by Landlord with the
exception of an affirmative defense based upon payment of all amounts claimed by
Landlord not to have been paid by Tenant. Any other matters may only be advanced by a
separate suit instituted by Tenant.
9.10 Memorandum of Adjustments: All adjustments to the terms and provisions of this
Lease may be accomplished by a memorandum executed by Landlord and Tenant prior to
the Commencement Date.
9.11 Prorations: Any monthly payment due to Landlord hereunder which is for a period
of less than one (1) month shall be prorated based upon a thirty (30) day month.
9.12 Limitation on Mechanics Liens: The interest of the Landlord shall not be subject to
liens for improvements made by the Tenant and Tenant shall notify any and all
contractors, subcontractors, laborers and materialmen of such limitation.
J M oseman, Landlord
J Boseman, Landlord
Jason Smith, Member Manager
Eastern Compost, LLC (Tenant)
F. Winslow Goins, Landlord
Nancy P. oins, Landlord

STATE OF NORTH CAROLINA
COUNTY OF C-ranvr'1%
I, an ctt a Notary Public in and for said County and State, do
certify that Joel M. Bosernan and wife, Jean J. Baseman, personally appeared before me this
day and acknowledged the due execution of the foregoing instrument.
WITNESS my hand and notarial seal, this the a3 day of
20_0�.
NOTARY PUBLIC
My Commission Expires: _ 6// y/arij,2-
STATE OF NORTH CAROLINA Oauec`9'a`�
COUNTY OF r-a,nU '
I, �otirc 8"rrc i , a Notary Public in and for said County and State, do
certify that F. Winslow Goins and wife, Nancy P. Goins, personally appeared before me this
day and acknowledged the due execution of the foregoing instrument.
'FITNESS my hand and notarial seal, this the a5 day of
20of.
ce NOTARY PUBLIC
My Commission Expires:
'e S UC
STATE OF NORTH CAROLINA
COUNTY OF
I, d ec & r -c tt , a Notary Public in and for said County and State, do
certify that Jason Smith personally appeared before me this day and acknowledged he is a
Member Manager of Eastern Compost, LLC, and further acknowledged the due execution
of this Lease Agreement on behalf of the limited liability company.
WITNESS my hand and notarial seal, this the ,2 day of 3-g ry "
200F1.
NOTARY PUBLIC
My Commission. Expires: � ao
lac