WQ0018708_Application_20200113

State of North Carolina
DWR
Department of Environmental Quality
Division of Water Resources
NON -DISCHARGE PERMIT OWNERSHIP/NAME CHANGE
Division of Water Resources FORM: NDPONC 06-16
I. EX1sTINC PERMITTEE INFORMATION:
I . Permittee's name: LAKE CREEK CORPORATION
2. Signature authority's name: 1),. STFPHt N JONES per 15A.NCAC 02T.0106(b) Title: Vl('1 PRESIDENT
3. Permittee's mailing address: 112 HERMITAGE ROAD RECEIVED/NCDEQ1uw.-
City: C'HARLO_I'I" State: N(; 7ip: 28201-__
4. Permittee's contact information: Phone number: (1(4) 273-7936, I.minl Address:
1AN 13 2020
S.IQN -S@i LAKF('REEKC0RP.(-OM
Non -Discharge
5. Demonstration of historical consideration for permit approval - 1_5A NCAC 02T .01„20: Permitting Unit
Has the Permittee or any parent, subsidiary or other affiliate exhibited the following?
a. Has been convicted of environmental crimes under Federal law or G.S,. 143-215_(i13? ❑ Yes or ❑ No ui1 WY) 0 vv
b. Has previously abandoned a wastewater treatment facility without properly closing that facility? D Yes or ❑ No WnW
c. Has unpaid civil penalty where all appeals have been abandoned or exhausted? ❑ Yes or ❑ No 1Ayj)Lyj 0"Yi
d. Is non -compliant with an existing non -discharge permit, settlement agreement or order? ❑ Yes or ❑ No. (All V ol/liyj
e. Has unpaid annual fees in accordance with 15A NC:AC: ,02T_.01.05(e)�2)? ❑ Yes or ❑ No (A (/( V_V) 0 V3/
11. FACILITY INFORMATION:
1. Facility name: 13AY 'I'REI LAKFFS WVV7'H
2. Facility's physical address: 33 WEST 13AY RID( H_1t1)
City: HARRFL LS State: NC Zip: 28444-County: BLADEN
I.H. PERMIT INFORMATION:
1. Existing permit number: WQ0018708 and most recent issuance date: February 3, 2009
2. Existing permit type: Wastewater Irrigation
3, Reason for the permit application: Change ofOwnership
4. Has the facility been constructed? ® Yes or ❑ No
1V. APPLICANT INFORMATION:
1. Applicant's name: REDBIRD LAND COMPANY,_I,1.(:
2. Signature authority's name: JACK CARLISLE per 15A NCAC 02T.0 10�� 'Title: MANAGER
3. Applicant's mailing address: 8620 RIVER ROAD
City: WILMINGTON State: NC Zip: 28412-
4. Applicant's contact information:, Phone number: [phone] L mail Address: E,85JACK@(jMAII..COM
S. Demonstration of historical consideration for permit approval - I SA _NCAC; 02T__0120:
Has the Applicant or any parent, subsidiary or other affiliate exhibited the following?
a. Has been convicted of environmental crimes under Federal law or G.S. 14-215.613? ❑ Yes or ® No
b. Has previously abandoned a wastewater treatment facility without properly closing that facility? ❑ Yes or ® No
c. Has unpaid civil penalty where all appeals have been abandoned or exhausted? ❑ Yes or ® No
d. Is non -compliant with an existing non -discharge, permit. settlement agreement or order? ❑ Yes or ® No
e. Has unpaid annual fees in accordance with 15A_NCAC 021 ,01Q5Ce?12,)? ❑ Yes or ® No
FORM: NDPONC 06-16 Pace I of 2

Existing Permittee's Certification per 15A NCAC 02T_ .0106(b):
1, attest that this application for
(Signature Authority's name & title from Application Item 1.2.)
(Facility name from Application Item 11.1.)
has been reviewed by me and is accurate and complete to the best of' my knowledge. I understand that prior to reissuance of the
permit into the Applicant's name, any discharge of wastewater from this non -discharge system to surface waters or the land will result
in an enforcement action that may include civil penalties. injunctive relief, and or criminal prosecution. I will make no claim against
the Division of Water Resources should a condition of the existing permit be v iolated. I also understand that if all required parts of
this application package are not completed and that if all required supporting information and attachments are not included, this
application package will be returned as incomplete. I further certifi that the existing Permittee or any affiliate has not been convicted
of an environmental crime, has not abandoned a wastewater faciIit\ without proper closure, does not have an outstanding civil penalty
where all appeals have been exhausted or abandoned. are compliant with am_ active compliance schedule, and do not have any
overdue annual fees per 15A NC'AC 02T .0105(e).
;COTE - In accordance with General Statutes 14-2_I5.6A and 143-215.6B. any person who knowingly makes any false statement,
representation. or certification in any application package shall be guilty of a Class 2 misdemeanor, which may include a fine not to
exceed $10,000 as well as civil penalties up to $25,000 per violation.
Signature: Date:
Applicant's Certification per 15A NCrAC 02T .I1106(h):
A C ltil� � � L \ 5..E ) M 0 � � 11'� �- attest that this application for
(Signature Authority's name & title from Application Item IV.2.)
M _7 ..T.Y�2.F_ LP P /2 S WW-7- F_ _
(Facility name from Application Item 11.1.)
has been reviewed by me and is accurate and complete to the best of my knowleduc. I understand that after reissuance of the pert -nit
into the Applicant's name, any discharge of wastewater from this non -discharge system to surface waters or the land will result in an
enforcement action that may include civil penalties. injunctive relief. an&or criminal prosecution. I will make no claim against the
Division of Water Resources should a condition of this permit be violated. I also understand that if all required parts of this
application package are not completed and that if all required supporting information and attachments are not included, this
application package will be returned to me as incomplete. I further certii\ that the Applicant or any affiliate has not been convicted of
an environmental crime, has not abandoned a wastewater facility without proper closure, does not have an outstanding civil penalty
where all appeals have been exhausted or abandoned, are compliant with any active compliance schedule, and do not have arty
overdue annual tees per 15A NC K 021' .0105(e).
NOTE - In accord n� , with General Statute . ;-2
_I 5.6A and 143 3�215.613, am person who knowingly makes any false statement,
representation, or jrtifi ition in any�)Io paeka�r shall be guilty ofa Class 2 misdemeanor, which ma}° include a fine not to
exceed $10.000 si25.Oi r peyviolation.
Signat re_ J _ Date: D 113
FORM: NDPONC 06-I6 Page 2 of 2

Account Buildings Land Sketch Deeds
Account Details for REDBIRD LAND COMPANY LLC
Real Property Record
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Owner's Mailing Address
Property Location Address
REDBIRD LAND COMPANY LLC
8620 RIVER ROAD
NC 41 HWY E
WILMINGTON, NC 28412
Administrative Data
Administrative Data
Valuation Information
Parcel ID No. >0026201
I
PIN ,1374-00-22-
Legal Desc #1 1137400224668
Assessed 1250,500
'4668
Legal Desc #2 i
Value $
Legal Desc #3 'OFF 41
Owner ID 0538918
Deed Year 2016
If Assessed Value not equal Market Value
'Deed Bk/P1 0729 1 0942
then subject parcel designated as a special
Tax District 1147 - HICKORY'
'.Plat Bk/Pg :/
class -agricultural, horticultural, or
I
forestland and thereby eligible for taxation
GROVE FD
on basis of Present -Use.
RECEIVED/NCDEQ/DWR
Sales Information � (most recent
Land Use Code 00
- •
an Ld Use Desc 00
Grantor LAKE CREEK
JAN 13 2020
:CORPORATION.,
Neighborhood
Non -Discharge
Sold Date 2015-02-13
Permitting Unit
Sold Amount $ 0
Parcel ID No Date Sold Name Stamps Book /Page Sale Price
1 02/13/2015 REDBIRD LAND COMPANY LLC .00 0729 / 0942 $0.00
2 02/12/2015 LAKE CREEK CORPORATION 3298.00 j 0729 / 0939 $1,649,000.00
3 02/07/2013 SOUTH RIVER LAND COMPANY, LLC 2500.00 0700 / 0090 $1,250,000.00
4 10/11/2012 LAKE CREEK CORPORATION .00 0322 / 0323 $0.00
5 01/01/2008 LAKE CREEK CORPORATION .00 / $0.00
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RECEIVED/NCDEQ/DWP
OPERATING AGREEMENT JAN 13 2020
OF
REDBIRD LAND COMPANY, LLC Non -Discharge
Permitting Unit
THIS OPERATING AGREEMENT OF REDBIRD LAND COMPANY, LLC (this
"Agreement"), dated as of August _, 2015, is made by and among JACK J. CARLISLE, an
individual resident of North Carolina ("Carlisle"), D. STEPHEN JONES, JR., an individual
resident of North Carolina ("Jones", and together with Carlisle, sometimes collectively referred to
herein as the "Members"), and REDBIRD LAND COMPANY, LLC, a North Carolina limited
liability company (the "Company").
WITNESSETH:
WHEREAS, the Company is a limited liability company created under the provisions of
the North Carolina Limited Liability Company Act for the purposes hereinafter described; and
WHEREAS, the Members consist of all of the members of the Company as of the date
hereof; and
WHEREAS, the Members desire to set forth herein their respective rights, duties,
obligations, and responsibilities with respect to the Company;
NOW, THEREFORE, in consideration of the mutual promises, obligations, and
agreements contained herein, the parties hereto, intending to be legally bound, do hereby agree as
follows:
SECTION 1. Formation of Limited Liability Company
The Company was formed on February 9, 2015, upon the filing of its Articles of
Organization with the North Carolina Secretary of State in accordance with the North Carolina
Limited Liability Company Act (the "Act"). The Members agree to do or cause to be done all such
filing, recording, or other acts as may be necessary or appropriate from time to time to comply with
the requirements of the Act and any other applicable law for the formation and operation of a
limited liability company in the State of North Carolina and any such requirements in any other
jurisdiction in which the Company may do business.
SECTION 2. Name, Principal Place of Business, and Registered Office and Agent
2.1 Name. The name of the company is Redbird Land Company, LLC. The
Company may adopt such trade or business names as the Members shall consider appropriate.
2.2 Place of Business and Registered Office and Agent. The principal place of
business shall be 33 West Bay Ridge Road, Harrells, North Carolina 28444 or such place as the
Company may designate. The registered agent and registered office of the Company shall be H.
Clifton Hester at 115 Courthouse Drive, Elizabethtown, North Carolina 28337.
69124305

SECTION 3. Purpose of Company
Unless otherwise limited by the Company's Articles, the business and purposes of the
Company shall be to engage in any lawful business and to engage in any and all business activities
that the Members owning a majority of the Percentage Interests may from time to time deem to be
in the best interests of the Company, including without limitation the acquisition, ownership and
management or real estate, securities or any other property. Subject to the terms of this
Agreement, the Company shall have all powers of the limited liability company, including without
limitation, those set forth in Section 57C-2-02 of the North Carolina General Statutes.
SECTION 4. Term
The term of the Company commenced upon the filing of the duly executed Articles of
Organization in the office of the Secretary of State of North Carolina and shall continue until the
Company is liquidated and dissolved pursuant to the provisions of Section 18, hereof.
SECTION 5. Definitions
For purposes of this Agreement, each of the following terms, when used with an initial
capital letter, shall have the meaning hereinafter provided.
5.1 "Agreement" means this Operating Agreement of Redbird Land Company, LLC.
5.2 "Capital Account" means the account maintained for each Member in accordance
with Section 7.3 of this Agreement.
5.3 "Code" means the Internal Revenue Code of 1986, as amended from time to time.
5.4 "Defaulting Event" shall mean (i) a general assignment by a Member for the
benefit of creditors; (ii) the appointment of a receiver, trustee, or custodian for all or any
substantial part of the property and assets of a Member; (iii) the entry of an order for relief under
Federal bankruptcy laws, as amended from time to time, against a Member, or any other judgment
or decree entered against a Member by any court of competent jurisdiction, which order or decree
continues unstayed and in effect for a period of sixty (60) consecutive days, in any involuntary
proceeding against a Member under the present or future Federal bankruptcy laws or under any
other applicable bankruptcy, insolvency, or other laws respecting debtor's rights; and (iv) the
commencement by a Member of any voluntary proceeding under present or future Federal
bankruptcy laws or under any other applicable bankruptcy, insolvency, or other laws respecting
debtor's rights.
5.5 "Disabling Event" shall mean, in the case of a Member who is an individual, a
determination by a court of competent jurisdiction that the affected Member is legally
incompetent.
5.6 "Manager" shall mean D. Stephen Jones, Jr., and Jack J. Carlisle or any successor
Manager or Managers under the terms of this Agreement.
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69124305-4

5.7 "Members" shall mean each of Carlisle and Jones, or the transferee of all or a
portion of their Percentage Interests.
5.8 "Proxy" means a written statement, signed by a Member, authorizing another
Member to vote on a specific matter or to vote on all questions that may arise for decision at a
meeting of the Members. A proxy, to be valid, must specify the meeting to which it applies.
SECTION 6. Percentage Interest in the Company
Each Member's percentage interest in the Company (hereinafter referred to as "Percentage
Interest") shall be as determined herein and thereafter adjusted to the extent required by dividing
the amount of his or her aggregate capital contributions to the Company (including the Member's
initial capital contribution and any additional capital contribution by said Member) by the total
aggregate capital contributions of all the Members. The Percentage Interest of each Member shall
be the percentage set forth below opposite his or her name:
Percentage
Member: Interest
Carlisle 51.0%
Jones 49.0%
TOTAL 100.0%
All references to a "majority in interest" of the Members or other designated group shall refer to a
majority of the Percentage Interests then held by the Members or other designated group.
SECTION 7. Capital
7.1 Capital Contributions. The Members have made the capital contributions to the
Company of the property described in Exhibit A hereto as of the date hereof and the Members
hereby agree that as of the date hereof the property contributed to the Company and their
respective capital accounts are as set forth in. Exhibit A hereto.
7.2 Additional Capital Contributions. Except as provided herein, no Member shall
be obligated or required to make any additional capital contributions to the Company. The
Members may, however, make additional contributions to the Company provided that such
additional capital contributions are agreed upon and approved by all of the Members and are made
pro rata by all the Members.
7.3 Capital Accounts. Separate Capital Accounts shall be maintained for each
Member in accordance with the following provisions:
(a) To each Member's Capital Accounts there shall be credited such Member's
capital contribution as specified herein and any additional capital contributions (net of liabilities
secured by contributed property that the Company is considered to assume or take subject to under
Code section 752), and such Member's distributive share of Company income and gains, including
tax-exempt income.
69124305-4

(b) To each Member's Capital Account there shall be debited the amount of
cash and the fair market value of any property distributed to such Member (net of liabilities
secured by such distributed property that the Member is considered to assume or take subject to
under Code section 752), and such Member's distributive share of Company losses and
deductions.
In the event any interest in the Company is transferred in accordance with the terms of this
Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it
relates to the transferred interest. The Members shall have the authority to increase or decrease the
Capital Accounts of the Members to reflect a revaluation of Company property, and to take any
other actions recommended by counsel to the Company to maintain Capital Accounts in
accordance with sections 704(b) and 704(c) of the Code and Regulations promulgated thereunder.
There shall be no credits or debits to a Member's Capital Account that would change the
Percentage Interest of that Member as set forth in Section 6 above without the approval of all
Members.
7.4 Interest on and Return of Capital. No Member shall be entitled to any interest on
such Member's Capital Account or on such Member's contributions to the capital of the Company,
and, except as otherwise provided in Sections 16 and 17 of this Agreement, no Member shall have
the right to demand or to receive the return of all or any part of such Member's Capital Account or
of such Member's contributions to the capital of the Company.
7.5 Loans to the Company. The Company is hereby authorized to borrow funds from
one or more Members or affiliate(s) of one or more Members. If the Company borrows funds,
each Member shall have the opportunity to loan its pro rata share to the Company based upon its
pro rata share of percentage interests. Such loans shall be at the interest rate of 12% per annum. If
a member chooses not to participate in the loan, the other Members may make the remainder of the
loan. Except as otherwise provided herein, the amount of a loan, if any, made to the Company by a
Member shall not be considered an increase in such Member's capital contribution or otherwise a
contribution to the Company, and the making of such loan shall not entitle such Member to an
increased share of the profits, losses, or distributions to be made pursuant to the provisions of this
Agreement nor shall it change the Percentage Interest of a Member without the consent of all
Members.
SECTION 8. Allocation of Profits, Losses, and Tag Items
8.1 Allocation in General. The profits, losses, and distributive shares of tax items
shall be allocated to the Members pro rata based upon their respective Percentage Interests during
the period over which such profits, or losses, and tax items were accrued. The Members shall have
authority to make any special allocations recommended by tax counsel to the Company as
necessary or appropriate for compliance with the provision of Subchapter K of the Code, including
without limitation sections 704(b) and 704(c) thereof, and Regulations promulgated thereunder.
8.2 Special Rule Regarding Members' Capital Accounts. No Member shall be
entitled to any allocation of Company losses if such allocation would result in the Member having
a negative Capital Account balance (after increasing such Capital Account by any amount which
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69124305-4

the Member is obligated to restore or is deemed to be obligated to restore pursuant to Treasury
Regulations § 1.704-2, and decreasing such Capital Account balance by the items set forth in
Treasury Regulations § 1.704-1(b)(2)(ii)(d)(4)-(6)) while any other Member has a positive Capital
Account balance (after adjustment for such items). In such event, Company losses shall be
allocated to the Members with positive Capital Accounts, as adjusted, until such Capital Accounts,
as adjusted, have been reduced to zero.
8.3 Qualified Income Offset. Any Member who unexpectedly receives an
adjustment, allocation or distribution as described in Treasury Regulations
§ 1.704-1(b)(2)(ii)(d)(4)-(6) shall be allocated items of Company income and gain in an amount
and manner to eliminate any deficit in such Member's Capital Account (after adjustment as
described in Section 8.2 above) as quickly as possible. This provision is intended to be a
"qualified income offset" as defined in Treasury Regulations § 1.704-1(b)(2)(ii)(d), such
Regulation being hereby incorporated by reference.
8.4 Minimum Gain Chargeback. If there is a net decrease in the Company's
minimum gain (as such term is defined in Treasury Regulations § 1.704-2) during any taxable year,
each Member shall be allocated, before any other allocation is made of Company items for such
taxable year, an amount equal to the greater of (i) such Member's share of the net decrease in
Company minimum gain allocable to the disposition of Company property subject to nonrecourse
liability, or (ii) the negative balance in such Member's Capital Account (after adjustment as
described in Section 8.2 above). This provision is intended to be a "minimum gain chargeback" as
defined in Treasury Regulation § 1.704-2, such Regulation being hereby incorporated by reference.
SECTION 9. Distributions to Members
9.1 Distributions of Net Cash Flow. The Net Cash Flow of the Company may be
distributed to the Members with the consent of Members owning a majority of the Percentage
Interests in accordance with their Percentage Interests; provided, however. that the Company may,
with the consent of Members owning a majority of the Percentage Interests, distribute amounts to
the Members annually at least sufficient for the Members to pay their federal and state income
taxes on their shares of Company income, as determined in good faith by the Company's
accountant, who will be mutually agreeable to the Members. "Net Cash Flow" means, for any
period, the excess, if any, of (a) the sum of (i) all gross receipts from any source for such period,
other than from Company loans and capital contributions, and (ii) any funds released by the
Company from previously established reserves, less (b) the sum of (i) all cash expenses paid by the
Company for such period, (ii) all amounts paid by the Company in such period on account of the
amortization of the principal of any debts or liabilities of the Company (including loans from any
Member), (iii) capital expenditures of the Company, and (iv) a reasonable reserve for future
expenditures as determined in good faith by the Manager; pprovid however. that the amounts
referred to in (b)(i), (ii) and (iii) above will be taken into account only to the extent not funded by
capital contributions, loans or paid out of previously established reserves. Such tern also includes all
other funds deemed available for distribution and designated in good faith as Net Cash Flow by the
Members.
9.2 Distributions in Kind. Distributions in kind of property, in liquidation or
otherwise, shall be made only with the consent of all of the Members and only at a value
69124305-4

established by the Members. Prior to any such distribution in kind, the difference between such
established value and the book value of any such property to be distributed shall be credited or
charged, as is appropriate, to the Members' Capital Accounts in proportion to their Percentage
Interests in the Company. Upon the distribution of such property, such agreed upon value shall be
charged to the Capital Accounts of the Members receiving such distribution and the Percentage
Interests of the respective Members shall be adjusted accordingly.
SECTION 10. Limited Liability of Members
10.1 Company Losses and Debts. Notwithstanding the provisions hereof for the
allocation of the Company's net losses and for the distribution of cash to the Members by the
Company, the Members shall not be required to make any contributions to the capital of the
Company for the payment of any such losses or for any other purposes except as specifically
provided in Section 7.2 above nor shall any Member be responsible or obligated to any third
parties for any debts or liabilities of the Company in excess of the sum of his unrecovered
contributions to the capital of the Company and his share of any undistributed profits of the
Company.
10.2 Negative Capital Accounts. Except as may be otherwise specifically set forth in
this Agreement, the Members shall not be required to pay to the Company or to any other Member
any deficit or negative balance which may exist from time to time in their respective Capital
Accounts as a result of the provisions hereof for the allocation to the Members of the Company's
net losses and for the distribution of cash or other property to the Members by the Company.
SECTION 11. Management of Company
11.1 Powers and Duties of Managers. The Members agree that the Company shall be
a "manager -managed" limited liability company under the Act, and that the Managers shall be
responsible for the day-to-day management of the Company's business and affairs and shall
devote such time and effort to the Company as shall reasonably be required for its welfare and
success. Subject to the provisions of Section 11.2 below, the Managers are authorized to
manage, administer, operate, lease, sell, exchange, pledge, encumber, transfer, purchase, grant
options related to, and otherwise deal with the Company's assets in North Carolina or any other
state on behalf of the Company.
11.2 Limitations on Authority of Manager. Notwithstanding the provisions of
Section 11.1 above, the consent of all of the Members owning a majority of the Percentage
Interests shall be required to do any of the following:
(a) negotiate, enter into, and execute leases and contracts, and to incur
obligations for and on behalf of the Company in connection with the business of the
Company which obligate the Company to annual expenditures in excess of $25,000.00 in
the aggregate;
(b) borrow money for and on behalf of the Company in connection with the
Company's business and to pledge the credit and property of the Company for such
purposes in an aggregate amount exceeding $50,000.00;
69124305-4

(c) make capital expenditures exceeding $50,000.00 in any one year;
(d) admit any person or entity as a Member;
(e) sell, transfer or otherwise dispose of any individual asset of the Company in
an amount exceeding $50,000.00 per any such asset. Prices for lot sales shall be set at a
monthly meeting by those Members owning a majority of the Percentage Interests; A lot is.
considered an individual asset;
(f) merge the Company into or with another limited liability company or other
entity;
(g) liquidate, dissolve or wind up the Company or any action by the Company
under any bankruptcy or insolvency statute or any other statute relating to any of the
foregoing;
(h) take any action in contravention of this Agreement; or
(i) amend this Agreement.
11.3 Compensation for Services. The Company may pay to the Managers
compensation for any services that the Managers render to the Company, in an amount
commensurate with the value of the services rendered as determined by the Members owning a
majority of the Percentage Interests. Notwithstanding the above, Jones, in consideration of his
performance of day to day operations of the Company, and so long as he performs day to day
operations, shall receive compensation as follows: each year, the Company shall determine,
pursuant to Section 14.3 below, the net profit of the Company for that year, if any, and shall pay
Jones ten percent (10%) of the net profit as compensation for his day to day operations of the
Company. Such compensation shall be an expense of the Company. Once such compensation is
paid to Jones, the Company shall then complete the accounting under Section 14.3.
11.4 Intentionally left blank
11.5 Liability of Managers. So long as the Managers shall act in good faith with
respect to the conduct of the business and affairs of the Company, the Manager shall not be liable
or accountable to the Company or to any of the Members, in damages or otherwise, for any error of
judgment, for any mistake of fact or of law, or for any other act or thing which a Manager may do
or refrain from doing in connection with the business and affairs of the Company except in the case
of willful misconduct or gross negligence or breach of fiduciary duty.
11.6 Indemnity. The Company does hereby indemnify and agree to hold the Managers
wholly harmless from and against any loss, expense, or damage suffered by the Managers by
reason of anything they may do or refrain from doing hereafter for and on behalf of the Company
and in furtherance of its interests; provided, however, that the Company shall not be required to
indemnify a Manager for any loss, expense, or damage which it might suffer as a result of a
Manager's willful misconduct or gross negligence or breach of fiduciary duty.
7
69124305-4

11.7 Independent Investments. No Member may engage independently or with others
in other business ventures in competition with the Company and its assets and properties within
twenty-five (25) miles of any property held by the Company as of September 30, 2015.
SECTION 12. Investment Representations of the Members
12.1 Investment Intent. Each Member does hereby represent and warrant to the
Company that he has acquired his interest in the Company for investment solely for his own
account with the intention of holding such interest for investment, without any intention of
participating directly or indirectly in any distribution of any portion of such interest, and without
the financial participation of any other person in acquiring his interest in the Company.
12.2 Unregistered Company Interests, Each Member does hereby acknowledge that
he is aware that his interest in the Company has not been registered (i) under the Securities Act of
1933, as amended (the "Federal Act'), (ii) under the Uniform Securities Act of the State of North
Carolina, as amended (the "Uniform Securities Act"), in reliance upon the exemption contained in
Section 78A-17(9) of the Uniform Securities Act, or (iii) under any other State securities laws.
Each Member further understands and acknowledges that his representations and warranties
contained in this Section 12 are being relied upon by the Company as the basis for the exemption
of the Members' interests in the Company from the registration requirements of the Federal Act
and from the registration requirements of the Uniform Securities Act and all other State securities
laws. Each Member further acknowledges that the Company will not and has no obligation to
recognize any sale, transfer, or assignment of all or any part of his interest in the Company to any
person unless and until the provisions of Section 17 hereof have been fully satisfied.
12.3 Nature of Investment. Each of the Members does hereby acknowledge that prior
to his execution of this Agreement, he received a copy of this Agreement and that he has examined
this Agreement or caused this Agreement to be examined by his representative or attorney. Each
of the Members does hereby further acknowledge that he or his representative or attorney is
familiar with this Agreement and with the Company's plans to engage in the business of real estate
investment and development and asset management. Each Member acknowledges that he or his
representative or attorney has made such inquiries and requested, received, and reviewed any
additional documents necessary for him to make an informed investment decision and that he does
not desire any further information or data relating to the Company.
12.4 Legend on Agreement and Certificate. Each of the Members does hereby
acknowledge and agree that a legend reflecting the restrictions imposed upon the transfer of his
interest in the Company under Sections 16 and 17 hereof, under the Federal Act, under the
Uniform Securities Act, and under any applicable State securities laws may be placed on any
certificate evidencing ownership of any interest in the Company or under this Agreement.
SECTION 13. Banking
The funds of the Company shall be kept in one or more separate bank accounts in the name
of the Company in such banks or other depositories as may be designated or shall otherwise be
invested in the name of the Company in such manner and upon such terms and conditions as may
be designated. All withdrawals from any such bank accounts or investments established by the
8
69124305-4

Company hereunder shall be made on such signature or signatures as may be authorized from time
to time by both Managers; provided that both D. Stephen Jones, Jr. and Jack J. Carlisle will be
signatories on all bank accounts of the Company.
SECTION 14. Accounting
14.1 Fiscal Year. The fiscal year of the Company shall end on the last day of the
calendar year.
14.2 Method of Accounting. The Company's books of account shall be maintained,
and its income, gains, losses, and deductions shall be determined and accounted for, in accordance
with such method of accounting as may be adopted for the Company for Federal income tax
purposes, and for purposes of this Agreement, the Company shall account for each and every item
of its income, gain, loss and deduction in the same manner as it accounts for each such item for
income tax purposes.
14.3 Financial and Operating Statements and Tax Returns. Within ninety (90) days
from the close of each fiscal year of the Company, the Company shall deliver to each of the
Members unaudited financial statements which set forth the results of the operations of the
Company for such year, the unpaid balance due on all obligations of the Company, and each
Member's share of the net profit or net loss of the Company for such year. In addition, within
ninety (90) days from the close of each fiscal year of the Company, the Company shall deliver to
each Member a statement setting forth such Member's allocable share of the tax items of the
Company for such year, and all such other information as may be required to enable each Member
to prepare his Federal, State, and local income tax returns in accordance with all then applicable
laws, rules, and regulations. The Company also shall cause to be prepared and filed all Federal,
State, and local income tax returns required of the Company for each fiscal year.
14.4 Location of and Access to Company Records. The following records of the
Company shall be kept at its registered office where they shall be subj ect to inspection and copying
at the reasonable request and at the expense of any Member during ordinary business hours:
(a) a current list of the full name and last known business, residence or mailing
address of each Member, separately identifying the Members (in alphabetical order);
(b) a copy of the Articles of Organization of the Company and all certificates of
amendment thereto;
(c) copies of the Company's Federal, State, and local income tax returns and
annual reports of the Company filed with the Secretary of State of North Carolina in accordance
with §57C-2-23 of the Act for the three (3) most recent years; and
(d) copies of this Agreement, as amended, and of any financial statements of
the Company for the three (3) most recent years.
14.5 Tax Elections. With the consent and approval of the Members owning a majority
of the Percentage Interests, the Company may make any and all elections applicable to a
partnership for Federal and State income tax purposes deemed to be in the best interest of the
0
69124305-4

Members and the Company. Such elections include, but are not limited to, an election under
section 754 of the Code with respect to distributions of a partnership interest described in section
734 of the Code and with respect to transfers of partnership property described in section 743 of
the Code.
SECTION 15. Admission of Members
15.1 Admission by Consent of Members. Except as otherwise specifically provided in
this Agreement, no person, firm, corporation, or other entity shall be admitted to the Company as a
Member without the consent of all of the Members.
15.2 Substitute Member. In the event a Member transfers all or any part of his or her
interest in the Company in compliance with the provisions of Section 17 hereof, the transferee of
such Member shall not have the right to become a substitute Member of the Company unless the
transferring Member has given his or her transferee such right and unless:
(a) the transferring Member and his or her transferee execute and deliver such
instruments as the Members owning a majority of the Percentage Interests deem necessary or
desirable to effect such substitution;
(b) such transferee accepts and agrees in writing to be bound by all of the terms
and provisions of this Agreement; and
(c) such transferee pays all reasonable expenses connected with such
substitution.
Sale or Transfer of Interest
Sale of Interest of a Member. A Member may not sell or transfer all or any part of his Company
interest except on the following conditions:
(a) The Company interest of the selling Member shall first be offered in writing
(which writing includes the identity of the proposed purchaser) to the other Members to purchase
pro rata based on their Percentage Interests or otherwise by agreement of such other Members, at
the price and on the terms at which it is proposed to be sold and the other members shall have a
period of thirty (30) days to either reject the offer or accept the offer with respect to the whole
Company interest offered. If any Member does not elect to purchase his pro rata portion of the
offered interest, the Members electing to purchase shall acquire such portion pro rata based on
their Profit-sharing Percentages.
(b) If the Company interest offered by the selling Member is not purchased by
the other Members, then the selling Member may sell such interest to a third person or third
persons during the three (3) month period following the expiration of the thirty (30) day period
referred to in subsection (a) above, but at a price and on terms no more favorable than the price and
terms offered to the other Members. After the expiration of the three (3) month period, no portion
of the Company interest of the selling Member shall be sold without first being reoffered in
accordance with subsection (a) above.
10
69124305-4

(c) Notwithstanding the foregoing, a Member may, upon notice to the other Members, freely
transfer his Company interest, or any portion thereof, to a member of his immediately family. By
"immediate family" it is meant such Member's spouse, children, grandchildren, parents, or the
trustee of a trust solely for the benefit of such persons. The transferee of the Company interest of a
Member shall be subject to all the terms, conditions, restrictions, and obligations of this
Agreement, including the provisions of this Section.
(d) Any assignment (including, without limitation, any transfer or sale of a Member's interest
permissible under Section 16.1(c)) shall be effective to give the assignee all rights of a Member.
Death. Upon the death of a Member, its interest in the Company shall pass pursuant to the
terms of such Member's will or pursuant to the laws of intestacy if no will exists. Such person(s)
inheriting a Member's interest shall have all rights of a Member.
SECTION 16. Withdrawal, Defaulting Events and Disabling Events
16.1 Withdrawal.
(a) Any Member wishing to withdraw shall sell his interest in the Company to
the Company at a price mutually agreed upon or to a purchaser pursuant to the terms of Section 16.
16.2 Purchase of Defaulting Member's Interest.
(a) Upon the occurrence of a Defaulting Event with respect to a Member (the
"Defaulting Member"), the Defaulting Member shall cease to be a Member and the Company shall
have the right, exercisable by giving written notice to the Defaulting Member within sixty (60)
days after the date of the Company's actual knowledge of the Defaulting Event (for purpose of this
Section 17.2, the date such notice is given by the Company is hereinafter referred to as the "Notice
Date"), to purchase the Defaulting Member's interest in the Company for a purchase price equal to
the fair market value of such interest as determined by an appraiser as set forth in subsection
17.2(b), taking into account the business, assets and liabilities of the Company and the degree of
marketability of such interest.
(b) The fair market value of the Defaulting Member's interest shall be
determined as expeditiously as possible by a disinterested appraiser mutually selected by the
Defaulting Member and the Company (the Company's selection being made by the remaining
Members exclusive of the Defaulting Member's interest). If the Defaulting Member and the
Company are unable to agree upon a disinterested appraiser, then the Defaulting Member and the
Company shall each select a disinterested appraiser and if the disinterested appraisers selected are
unable to agree as to the fair market value of the Defaulting Member's interest, then the two
disinterested appraisers shall select a third disinterested appraiser who shall determine the fair
market value. The determination of the fair market value of the Defaulting Member's interest by
the appraiser or appraisers shall be conclusive and binding on all parties. All costs of an appraiser
mutually selected by the Defaulting Member and the Company or by the two disinterested
appraisers shall be shared equally by the Defaulting Member and the Company. All costs of an
individually selected appraiser shall be borne by the party selecting each appraiser.
11
69124305-4

(c) The purchase price shall be paid in three (3) equal annual installments, the
first of which shall be made within thirty (30) days of the determination of fair market value and
one of which shall be made on the same date in each of the two (2) years thereafter; provided,
further, however, that notwithstanding an election by the Company to make the distribution to the
Defaulting Member in three (3) equal annual installments, the Company may accelerate without
penalty all of such installments at any time or any part of such installment at any time. In the event
the Company elects to make distributions to the Defaulting Member in three (3) equal annual
installments as provided herein, the Company, in addition to such annual installments, shall pay
the Defaulting Member additional amounts computed as if the Defaulting Member is entitled to
interest on the undistributed amount of the total distribution to which the Defaulting Member is
entitled hereunder at an annual rate equal to the applicable Federal rate in effect under section
1274(d) of the Code, as determined on the thirtieth (30th) day after the determination of value,
which additional amounts, computed like interest, shall be due and payable on the same dates as
the annual installments of the distribution payable to the Defaulting Member hereunder. The
distribution to a Defaulting Member provided for herein shall be in complete liquidation and
termination of the Defaulting Member's interest in the Company and shall be treated as payment in
exchange for the Defaulting Member's interest in the Company's property. Simultaneously with
the receipt of such distribution or the first installment thereof, as the case may be, the Defaulting
Member shall execute all documents deemed necessary or appropriate, in the opinion of counsel
for the Company, to evidence the Defaulting Member's withdrawal from the Company and the
transfer of his interest in the Company to the Company.
16.3 Disabled Member's Interest.
(a) Upon the occurrence of a Disabling Event with respect to a Member (the
"Disabled Member"), the Disabled Member shall continue to be a Member through the guardian
appointed to handle his/her affairs or the attorney -in -fact with the capacity to act on behalf of such
disabled member.
SECTION 17. Dissolution, Liquidation, and Termination of Company
17.1 Dissolving Events. The Company shall be dissolved, liquidated, and terminated
upon the happening of any of the following events:
(a) The consent of all of the Members to dissolve the Company; or
(b) By entry of a decree of judicial dissolution.
17.2 Method of Liquidation. Upon the happening of any of the events specified in
Section 18.1 above that require the Company to be dissolved, liquidated, and terminated, unless
the Company is continued as provided in Section 18.1(b) or (c), all of the Company's assets shall
be liquidated and the Company shall be dissolved. In the course of such liquidation and
dissolution, any of the Company's assets may be sold, and notwithstanding the provisions of the
Act, any and all proceeds derived from such sale, together with all Company assets which are not
sold, shall be applied and distributed in the following manner and in the following order of
priority:
12
69124305-4

(a) To the payment of the debts and liabilities of the Company, including any
debts or liabilities, other than Capital Accounts, owed to the Members, and to the expenses of
liquidation in the order of priority as provided by law; then to
(b) The establishment of any reserves which the Members owning a majority of
the Percentage Interests deem necessary for any contingent or unforeseen liabilities or obligations
of the Company; provide however. that any such reserves established by the Members owning a
majority of the Percentage Interests shall be paid over to a bank or other designated agent to be
held in escrow for the purpose of paying any such contingent or unforeseen liabilities or
obligations and, at the expiration of such period as the Members owning a majority of the
Percentage Interests deem advisable, of distributing the balance of such reserves in the manner
hereinafter provided in this Section; then to
(c) The payment to each Member of his Capital Account; and then to
(d) The Members in proportion to their respective Percentage Interests in the
Company-
17.3 Reasonable Time for Liquidation. A reasonable time shall be allowed for the
orderly liquidation of the Company's assets pursuant to Section 18.2 above in order to minimise
the losses normally attendant upon such a liquidation.
17.4 Date of Dissolution. The Company shall terminate and dissolve when all of its
assets have been applied and distributed in accordance with the provisions of Section 18.2 above.
The establishment of any reserves in accordance with the provisions of Section 18.2 above shall
not have the effect of extending the term of the Company, but any such reserves shall be
distributed in the manner provided in such Section upon expiration of the period of such reserve.
SECTION 18. General Provisions
18.1 Waiver of Right of Partition. Each of the Members does hereby agree to and does
hereby waive any right such Member may otherwise have to cause any asset of the Company to be
partitioned among the Members or to file any complaint or to institute any proceeding at law or in
equity seeking to have any such assets partitioned.
18.2 Notices. Except as otherwise specifically provided in this Agreement, whenever
any notice or other communication is required or permitted to be given hereunder, such notice or
other communication shall be in writing and shall be (as elected by the party giving such notice)
(a) delivered in person, or (b) sent by U.S. registered or certified mail, return receipt requested,
postage prepaid to the person to whom such notice is intended to be given at such address as such
person may have previously furnished in writing to the Company or to such person's last known
address. Notwithstanding the foregoing, notice of meetings of the Members may be sent by -
regular first-class mail. Any notice or other communication delivered in person shall be deemed
effectively given when delivered, and any such notice or other communications mailed as
hereinabove provided shall be deemed effectively given on the date of receipt.
18.3 Waivers. No term or condition of this Agreement shall be considered waived by a
Member unless such waiver is in writing and is signed by such Member.
13
69124305-4

18.4 Binding Effect. This Agreement shall inure to the benefit of and shall be binding
upon the Members, their legal representatives, transferees, heirs, successors, and assigns.
18.5 Duplicate Originals. For the convenience of the Members, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed to be an original
instrument.
18.6 Construction. This Agreement shall be interpreted and construed in accordance
with the laws of the State of North Carolina. The titles of the Sections and Subsections herein
have been inserted as a matter of convenience of reference only and shall not control or affect the
meaning or construction of any of the terms or provisions herein.
18.7 Gender. Throughout this Agreement, wherever the context requires or permits,
genders shall be deemed interchangeable, and the single number shall be deemed to include the
plural, and vice versa.
18.8 Separability of Provisions. Each provision of this Agreement shall be considered
separable and (i) if for any reason any provision or provisions herein are determined to be invalid
and contrary to any existing or future law, such invalidity shall not impair the operation of or affect
those portions of this Agreement which are valid, or (ii) if for any reason any provision or
provisions herein would cause the Members to be bound by the obligations of the Company under
the laws of North Carolina as the same may now or hereafter exist, such provision or provisions
shall be deemed void and of no effect.
18.9 Arbitration. All disputes arising out of or in connection with this Agreement or
any transaction hereunder shall be finally settled under the Commercial Arbitration Rules of the
American Arbitration Association then in effect. The arbitrators' award shall be final and binding.
Judgment upon the award rendered may be entered in any court having jurisdiction over the party
against which the award is rendered. The Members expressly consent to the jurisdiction of the
federal and state courts situated in North Carolina for the purpose of enforcing any arbitration
award rendered pursuant to this Section 19.9. The arbitration shall take place in Raleigh, North
Carolina or such other place as the parties may agree. Each party shall pay its own fees and costs.
[Signatures appear on the following page.]
14
69124305_1

IN WITNESS WHEREOF, the parties hereto have executed, sealed, and delivered this
Agreement as of the date first above written.
COMPANY:
REDBIRD LAND COMPANY, LLC
D. Stephen Jo es, Jr.
I-
15
69124305_1

Exhibit A
Capital Accounts
Description of
Member Percentaze Interest Contribution
Carlisle 51.0% cash
Jones 49.0% cash
TOTAL: 100.0%
16
69124305-4
Capital Account
$51,000.00
$49.000.00
$100,000.00

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Data PIN Name
Name Address
DeedBook DeedPage
State DeedYear DeedAcres Z,
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8620
1 137400728161 LAND
0738 0634 WILMINGTON NC 2015 13.51 2
Data COMPANY
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REDBIRD
8620
2 137400710546 LAND
0741 0581 WILMINGTON NC 2015 0 2
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8620
©2009-2020 Dude Solutions. All Rights Reserved. I Software Notices
RECEIVED/NCDEQ/DWR
JAN 13 702U
Non -Discharge
Permitting Unit

NOTICE TO REGISTERED AGENT:
Under N.C.G.S. Section 55D-30(b), it is the duty of the registered agent to forward this certificate to the business entity at the last known
address.
D STEPHEN JONES SR
Lake Creek Corporation (0306764)
PO Box 1029
Clinton, NC 28328
RECEIVED/NCDEQ/DWR
State of North Carolina
Department of the Secretary of State JAN 13 7020
Non -Discharge
Permitting Unit
CERTIFICATE OF ADMINISTRATIVE DISSOLUTION
I, Elaine F. Marshall, Secretary of State, as mandated by law, do hereby certify that
Lake Creek Corporation
has been administratively dissolved pursuant to the procedure set forth in N.C.G.S. Section 55-14-21
for failure to file an annual report effective as of the date set forth hereunder.
A corporation administratively dissolved under N.C.G.S. Section 55-14-21 may apply to the Secretary
of State for reinstatement by complying with the procedure set forth in the N.C.G.S. Section 55-14-22.
This the 28th day of September, 2015
Elaine F. Marshall
Secretary of State
Document Id: C201527102532

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RECEIVED/NCDEQIDWR
ASSET PURCHASE AGREEMENT BAN 13 `2020
THIS AGREEMENT made this 11,4 day of S'edr ^ �e rr 2@�1 1. cuW ,
between REDBIRD LAND COMPANY, LLC, a North Carolina limited liabilfjn' o%any
("Buyer"), and LAKE CREEK CORPORATION, a North Carolina corporation ("Seller").
FOR AND r ` CONSIDERATION OF THE MUTUAL PROMISES SET FORTH
HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO
AGREE AS FOLLOWS:
Section 1. Definitions
(a) "Property" means and refers to the certain tract or parcel of land (the "described on
Exhibit A attached hereto and incorporated herein by this reference together with necessary
personal property and licenses necessary to operate the Bay Tree Utility Company (which may
be referred to hereinafter as "Property" or "Utility"). Property and/or Utility specifically include
the following:
(i) The right to own and operate the existing sewer treatment facility known as Bay Tree
Utility Company located at the development in Bladen County known as Bay Tree Lakes;
(ii) All easements, rights of way, and declarant rights retained by Seller which are
utilized or may be utilized in the operation of said facility;
(iii) All personal property and fixtures which are utilized or may be utilized in the
operation of said facility;
(iv) All rights and obligations pursuant to contract between Enviroiink, Inc. and Lake
Creek Corporation to manage and maintain the Utility.
(b) "Purchase Price" means the sum of S3,356,500. (the `Base Purchase Price" as defined
below), paid to or on behalf of Seller on the following terms:
(i) Funding in February 2015 to pay off debts to South River Land Company and
Stephen W. Tatum in the amount of $1,942,000; and,
(ii) Assumption of debt of Tomahawk Land Carolina LLC, in July 2015 evidenced by an
assumption agreement of even date herewith by and between Tomahawk Land Carolina,
LLC, Redbird Land Company, LLC, and Ample Financial Services, LLC, for the sum of
S1,414,500.
(c) "Seller's Notice Address" shall be as follows:
Lake Creek Corporation
Attention: D. S. Jones, Jr.
33 West Bay Ridge Road
Harrells, North Carolina 28444
Telephone: [phone]
Facsimile: 910-532-228 3
except as same may be changed pursuant to Section 10.

(d) "Buyer's Notice Address" shall be as follows:
Redbird Land Company, LLC
Attention: Jack Carlisle
33 West Bay Ridge Road
Harrells, North Carolina 28444
Hatch, Little & Bunn, L.L.F.
327 Hillsborough Street
Raleigh, North Carolina 27603
Attn.: A. Bartlett White
except as same inay be changed pursuant to Section 10.
Section 2. Proration of Expenses and Payment of Costs.
Seller and Buyer agree that the all expenses and costs related to the operation of the
Utility due as of the date of this agreement, or which thereafter become due, shall be assumed by
Buyer.
Section 3. Sale of Property.
This agreement contemplates the transfer of real property and personal property including
rights which require approval by the State of North Carolina, and specifically the North Carolina
Department of Environment and Natural Resources (NCDENR), to operate the Utility described
herein. The Buyer may elect to assign all rights to a separate entity, created for the purpose of
operating the Utility.
Section 4. Payment of "Base Purchase Price"
Seller acknowledges receipt of the base purchase price as set forth above which includes
assignment of Seller's debt to Ample Financial Services, LLC and modification of the terms of
the same, as well as the transfer of property from Tomahawk Land Carolina, LLC. Seller agrees
to transfer the property as of the closing date as determined in Section 9 herein, and agrees to
promptly deliver all documents of title as of said date. v
Section 5. Title.
Seller agrees to convey fee simple marketable title to the property by general warranty
deed, subject only to the exceptions hereinafter described. Seller represents and warrants that
Seller is the fee simple owner of the Property, and at Closing, Seller shall deliver to Buyer good
and marketable fee simple title to said Property, free and clear of all liens, encumbrances and
defects of title other than taxes not yet due and payable, the Declaration, and such other
encumbrances, reservations and easements and other exceptions as do not, in the opinion of
Buyer, adversely affect the Property.
In addition, Seller is the holder of easements necessary to maintain the sewer lines and
other facilities which transfer effluent to the real property described herein, on which the Bay
Tree Utility Company operates said Utility. Seller shall assign rights in said easements to Buyer
which are necessary to the continued operation of said Utility as well as any Developer Rights
2

reserved to Seller (or its predecessor in title) in the Declarations filed in the Office of the
Register of Deeds of Bladen County in Book 193 at page 197 and Book l 93 at page 215, as those
agreements have been thereafter amended, to the extent said rights are necessary to the operation
of said Utility.
Section 6. Conditions.
This Agreement and the rights and obligations of the parties under this Agreement are
hereby made expressly conditioned upon fulfillment (or waiver by Buyer) of the following
conditions:
(a) Title Examination. After the date of execution of this Agreement by Seller, Buyer shall,
at Buyer's expense, cause a title examination to be made of the Property. In the event that such
title examination shall show that Seller's title is not good, marketable, fee simple and insurable,
then the Buyer shall immediately notify the Seller in writing of all such title defects and
exceptions, as of the date Buyer learns of the title defects, and Seller shall have thirty (30) days
to cure said noticed defects. If Seller does not cure the defects or objections within thirty (30)
days of notice thereof, the Buyer may terminate this Agreement.
(b) Same Condition. If the Property is not in substantially the same condition as of the date
of the offer, reasonable wear and tear excepted, then the Buyer may terminate the Agreement and
receive a return of the Earnest Money.
(c) Inspections and approval by the State of forth Carolina. The parties contemplate the
approval of the transfer of ownership of all of the Utility described herein, including the lands
and rights therein as stated above and that the right to continue operating the same is subject to
the inspection and approval by the NCDENR.
Section 7. Risk of Loss/Damage/Repair.
Until execution of the assignment contemplated by this agreement, the risk of loss or
damage to the Property, or except as otherwise provided herein, shall be borne by Seller.
Section S. Remedies.
In the event this Agreement is breached by either party, the other party shall have all rights
available to it at law or in equity with respect to such breach, including specific performance.
Section 9. Closing.
Closing shall occur on or before the thirtieth (30`h) day after demand by Seller and
following the receipt of any license required by the State of North Carolina or any department or
agency thereof. The Closing shall consist of the execution and delivery by Seller to Buyer of a
general warranty deed, as well as a bill of sale for any personal property owned by Seller and
utilized in the operation of said Utility, as well as any fixtures associated with the provision of
sewer services. Other documents customarily executed by a seller in similar transactions,
including without limitation, an owner's affidavit, lien waiver forms and a non -foreign affidavit;
the execution by Seller and Buyer of an assignment and assumption agreement with respect to
the items described in Section I(a)(iii), (iv), and (v) above; and the payment by Buyer to Seller
of the Purchase Price in accordance with the terms of the Purchase Price. The Closing shall be

held at the office of Buyer's attorney or such other place as the parties hereto may mutually
agree. Possession shall be delivered at Closing, unless otherwise agreed herein.
Prior to closing, and upon execution of this agreement, Seller shall make a contingent
assignment, and as described in (EXHIBIT B), secured by a deed of trust on Property (EXHIBIT
C) which shall include the real property sought to be transferred herein, which deed of trust shall
secure the Buyer until such time as the North Carolina Department of Environment and Natural
Resources or such other North Carolina agencies having jurisdiction over the transfer of
ownership of said Utility shall approve the same, it being understood and agreed that the Buyer
may establish a separate entity to take title to and assume ownership of said Utility. Upon
transfer and assignment to Buyer, Buyer shall accept assignment and assume all obligations of
Seller under and with respect to the operation of said Utility. Pending closing, Seller shall
continue to operate the Utility in the name of Seller but shall be subject to the direction and
management authority of Buyer.
Section 10. Notices.
Unless otherwise provided herein, all notices and other communications which may be or
are required to be given or made by any party to the other in connection herewith shall be in
writing and shall be deemed to have been properly given and received on the date delivered in
person or deposited in the United States mail, registered or certified, return receipt requested, to
the addresses set out in Section 1(h) as to Seller and in Section 1(i) as to Buyer, or at such other
addresses as specified by written notice delivered in accordance herewith.
Section 11. Entire Agreement.
This agreement constitutes the sole and entire agreement among the parties hereto and no
modification of this Agreement shall be binding unless in writing and signed by all parties
hereto.
Section 12. As -Is Sale.
Except as otherwise provided herein, buyer acknowledges and agrees that seller has not
made, does not make and specifically negates and disclaims any representations, warranties,
promises, covenants, agreements or guaranties of any kind or character whatsoever, whether
express or implied, oral or written, past, present or future, of,, as to, concerning or with respect to
(a) the value, nature, quality or condition of the property, including. without limitation, the water,
soil and ,geology, (b) the income to be derived from the property, (c) the suitability of the property
for any and all activities and uses which buyer may conduct thereon, (d) the compliance of or by
the property or its operation with any laws, rules, ordinances or regulations of any applicable
governmental authority or body, (e) the habitability, merchantability, marketability, profitability or
fitness for a particular purpose of the property, (f) the manner or quality of the construction or
materials, if any, incorporated into the property, (g) the manner, quality, state of repair or lack of
repair of the property, (h) compliance with any environmental protection, pollution or land use
laws, rules, regulations, orders or requirements, including the existence in or on the property of
hazardous materials (as defined below) or (i) any other matter with respect to the property.
Section 13. Applicable Law.
This Agreement shall be construed under the laws of the State of North Carolina.
1d

In `Fitness whereof, the Buyer and Seller have caused this agreement to be executed as of
the date first above written.
BUYER:
REDB`I�RD LAND COMPANY, LLC
By: iJ
Title: C t- - MANA6,�-�
Date: `) -1 l ZD l;
By:
SELLER:
LAKE CREEK C PORATION
By;
Title: V ► L c- - —
Date:
By:
Title: Title:
Date: Date:
5

EXHIBIT A
THE PROPERTY
Lying and being in Lake Creek Township, Bladen County, North Carolina, and being, further described as follows:
Beginning at an existing iron pipe at the intersection of the pavement of N.C. Hwy 41 and Bull Bay Drive in the Bay
Tree Lakes Subdivision and running with the centerline of the highway South 82° 26' 44" West 1372.20' to an
existing iron pipe in the pavement centerline of N.C. Hwy. 41; thence leaving the highway South 070 24' 35" East
30.00' to an iron stake in the right-of-way line of said highway; thence with the right-of-way line North 820 26' 44"
East 513.34' to an existing iron stake; thence South 55137' 22" East 704.21' to an iron stake on the bank of a canal;
thence with the canal bank the following courses: South 06' 54' 21" East 602.18 ; South 110 05' 18" East 90.98'
East; South 20102' 59" East 72.45; South 29137' 19" East 276.91' to a spike nail at the corner of a bulkhead;
thence with the bulkhead to a spike nail at the comer of the bulkhead and at the back of a concrete weir South 420
43' 47" East 71.01', said weir at the edge of Bay Tree Lake; thence with the edge of Bay Tree Lake South 500 OT
12" West 6.19' and South 48' 45' 19" West 378.75' to an existing concrete monument, an old comer; thence with
the old line and the edge of Bay Tree Lake South 23051' 56" West 859.20' to an old iron; thence the old line North
780 05' 25" West 3401.97' to an iron; thence North 610 1 P 12" Nest 323.73' to a corner in the old pavement
centerline of N.C. Hwy. 41; thencewith the pavement centerline of N.C. Hwy. 41 as follows: North 310 3 F 18"East
46.33'; North 37 17' 3 1 " East 199.98'; North 40140' 58" East 200.02'; North 42155' 5 1 " East 199.99'; North
47105' 57" East 199.99'; North 49144' 00" East 200.04'; North 500 46' 37" East 200.04'; Worth 54133' 56" East
146.60' to an existing iron stake; thence leaving the highway and running with the edge of Lake Drain Bay points
along which are located as follows: South 860 06' 17" West 408.90'; South 52029' 22" West 160.60'; South 791
05' 02" West 344.90'; North 651146' 50" West 137.59'; North 830 21' 40" West 268.41' and South 740 45' 22" West
251.12' to an iron; thence with the old Halifax Paper Company line North 21126' 47" East 3061.87' to a corner
in the old Halifax Paper Company line; thence a new line North 79137' 39" East 1254.57' to a corner in the
line of another old tract of Halifax Paper Company (now Blueberry Bay, LLC); thence as that line South 471
45' 48" Last 159.40' to a new corner; thence continuing with the Blueberry Bay, LLC line (See Map Book 6.
page 122; and Map Boot: 5, page 62 of the Bladen County Registry) South 46130' East to an old corner;
thence as the Blueberry Bay, LLC line, South 70°30' East approximately 3000 feet to an iron pipe in the old
pavement centerline of N.C. Hwy. 41; thence with the old pavement centerline South 700 40' 32" West 377.92' to
a point over the centerline of a 24" concrete pipe culvert located 2.3 miles west of the intersection of N.C. Hwy. 41
with N.G. Hwy. 210; thence continuing with the old pavement centerline of N.C. Hay. 41 South 70140' 32" West
124.28'; South 74101' 58" West 277.73; South 79' 36' 39" West 280.95' and South 82125' 41" West 691.97' to
the Beginning containing a net area of 328.00 acres, more or less. This area includes the lot conveyed to Lake Creek
Corporation in D.B. 562 Page 29 (0.71 acres) of the Bladen County Registry and excludes the two exceptions
described below.
LESS AND EXCEPT THE FOLLOWING:
1. That tract containing 0.40 acres, more or less, conveyed in Deed Book 391 Page 367, Bladen County Registry.
2. That tract containing 0.03 acres, more or less, conveyed in Deed Book 615 Page 319, Bladen County Registry.
3. That portion of the above referenced tract that lies south of the centerline of NC Highway 4l, which is excepted
and reserved from this description, together with any portion of the tract which has been conveyed by Tomahawk
Land Carolina, LLC to Redbird Land Company, LLC.
6

EXHIBIT B
NORTH CAROLINA
BLADEN COUNTY
CONTINGENT ASSIGNMENT
This Assignment, made this //! day of September 2015, by Lake Creek Corporation,
party of the first part, to Redbird Land Company, LLC of Bladen County, North Carolina, party
of the second part;
WITNESSETH:
That for and in consideration of the sum of $ 10.00 and other good and valuable
considerations, the party of the first part hereby assigns to the party of the second part the right to
utilize for the benefit of the party of, the second part, the property of the party of the .first part in
the Bay Tree Utility Company, (Utility) defined and described as follows:
(a) Property means and refers to the certain tract or parcel of land described on
Exhibit A attached hereto and incorporated herein by this reference together with
necessary personal property and licenses necessary to operate the Bay Tree Lake Utility
Company;
(b) The right to operate the existing sewer treatment facility known as Bay Tree Lakes
Utility Company located at the development in Bladen County known as Bay Tree Lakes;
(c) All easements, rights of way, and declarant rights retained by Seller which are
utilized or may be utilized in the operation of said facility;
(d) All personal property and fixtures which are utilized or may be utilized in the
operation of said facility;
(e) Upon completion of the contingencies set forth in a Contract of Sale executed this
day, the Party of the first part shall convey the real estate on Exhibit A to the party of the
second part.
And the party of the first part hereby assigns unto the party of the second part, the right to utilize
and operate the property and Utility known as Bay Tree Utility Company as described herein;
together with the rights included in the Contract of Sale which was executed this day. That
furthermore, the party of the first part shall continue to operate Bay Tree Utility Company until
such time as the necessary transfer/approval can be obtained.
7

This Assignment is given in lieu of a conveyance which shall occur as soon as the party
of the first part obtains the necessary permission/] i cense of the State of North Carolina to transfer
ownership in said property as contemplated by the Contract of Sale between the parties. The
rights granted hereunder may be assigned by the party of the second part to a separate entity to
assume management of the Utility, but the party of the second part shall maintain the right to
fully utilize the Utility for the benefit of present and future customers. This obligation is secured
by a Deed of Trust (the "Deed of Trust"), which is a lien upon the property therein described (the
"Property") in the amount of S 150,000.00 which shall be deemed paid upon the completion of
the transaction contemplated Contract of Sale between the parties.
IN TESTIMONY WHEREOF, the undersigned has caused this instrument to be
executed, the day and year first above written.
Lake Creek Corporation; dlbla
Bay Tree Utility Company
(SEAL)
D. Stephen Jones, Jr., president
Lake Creek Corporation

ROY COOPER
Covemor
MICHAEL S. REC.''
Secretary
S. DANIEL SMIT"
Director
Mr. Jack Carlisle
Redbird Land Company LLC
d/b/a Baytree Lakes WWTP
8620 River Road
Wilmington, North Carolina 28412
Dear Mr. Carlisle:
NORTH CAROLINA
Environmental Quality
February 20, 2020
Subject: Notification of Sewer Moratorium
Baytree Lakes WWTP
Permit WQ0018708
Bladen County
The Division of Water Resources (hereby known as the Division) has determined that the Baytree Lakes
Wastewater Treatment Plant (WWTP) is unable to adequately collect and treat wastewater tributary to its
wastewater treatment facility based on flows it receives on a daily basis. This determination is based on
the condition that Baytree Lakes WWTP is unable to comply with the current operation of a 20,000
gallons per day (GPD) wastewater treatment and irrigation facility as set forth in Permit Number
WQ0018708. The treatment system can no longer treat and assimilate the wastewater that is received
from the collection system which contributes to the noncompliance of the Non -Discharge permit.
North Carolina General Statute § 145-215.67(a) states, in part, that no person subject to the provision of
NCGS 143-215.1, 143-215.108, or 143-214.109 shall cause or allow the discharge of any wastes to a
waste -disposal system in excess of the capacity of the disposal system or of any wastes which the waste -
disposal system cannot adequately treat. Should these terms be violated, NCGS 143-215.67 states a
moratorium can be imposed "on the addition of waste to a treatment works" if the treatment works is not
capable of adequately treating additional waste.
Based upon the facts and determination noted above, the Baytree Lakes WWTP is hereby placed on a
moratorium prohibiting the introduction of any additional waste to the collection system tributary to the
Baytree Lakes WWTP. This is to be interpreted as to prohibit the issuance of permits for new sewer lines
to be connected to the WWTP, any new connections to the existing collection system, and/or the
introduction of significant volumes of new wastewater flow via existing taps (subject to the provisions of
the statute).
This moratorium will remain in effect until Redbird Land Company LLC has upgraded (design flow
increase) the Baytree Lakes WWTP sufficiently to handle and treat the volume of incoming wastewater
generated by the Baytree Lakes development or upgraded the collection system to minimize inflow and
infiltration (I & 1) to comply with the flow limits of the permit. The upgrades will need to be certified by a
North Carolina registered engineer stating that all upgrades are constructed consistent with modifications
issued under permit WQ0018708.
+ , DQ
�� North Carolina Department of Environmental Quality I Division of Water Resourc:
_ rayetteville Regional Office 1 225 Green Street, Suite 7141 rayetteville, North Carolina 28301
910.433.3300

The moratorium will be rescinded when Redbird Land Company LLC has demonstrated it can adequately
control wastewater flowing to the Baytree Lakes WWTP consistent with the flow limits in permit
WQ0018708 and has obtained written notification from the Division of Water Resources suspending the
moratorium.
As required by NCGS 143-215.67(d), Redbird Land Company LLC shall give public notice that a
moratorium will be placed so that no additional flow can be added to the Baytree Lakes W WTP within 15
days of the receipt of this letter. Redbird Land Company LLC shall give public notice of the moratorium
by publication of the notice one time in a newspaper having general circulation in the county in which the
treatment works are located in, i.e. Bladen County. The notice shall be as provided in the attached,
sample public notice.
Redbird Land Company LLC shall provide an affidavit of publication and a copy of the public notice to
the Division within 15 days of the publication of the Public Notice.
Redbird Land Company LLC shall contact the Fayetteville Regional Office within 7 days of
receipt of this letter to schedule a site meeting so a site survey can be performed to determine the
number of existing residences currently discharging to the Baytree Lakes W WTP and to identify
the number of residences currently under construction prior to the 1 April 2020 moratorium
deadline.
Placement of the public notice in no way absolves Redbird Land Company LLC from past or present
violations of North Carolina General Statutes. Failure to place the public notice may subject Redbird
Land Company LLC to additional enforcement action by this office. If the public notice is not published
within 15 days of receipt, then the Division of Water Resources will place said public notice of the
moratorium by publication of the notice one time in a newspaper having general circulation in the county
in which the treatment works are located in, i.e. Bladen County
Correspondence pertaining to this moratorium should be sent to the Division at the address listed at the
bottom of this letter. If you have any questions about this letter, please contact Trent Allen at 910-433-
3336 or via email at [e-mail].
ncdenr.gov.
Sincerely,
EDmDo�cS1},nedd by,
V�XXR.rI.
51B9C21)3DD5G2B..
Trent Allen, Regional Supervisor
Division of Water Resources — Water Quality Programs
Attachment
cc: S. Daniel Smith, Director — Division of Water Resources
Nathaniel Thornburg, Branch Chief —Non Discharge Permitting
S. Jay Zimmerman, Section Chief - Regional Office Operations
Central Files — WQ0018708
North Carolina Department of linvironmenial Quality I Division of Water Resources
Fayetteville Regional Office 1 225 Green Street. Suite 714 1 Fayetteville, North Carolina 28301
910 — 433-3300

PUBLIC NOTICE
SEWER MORATORIUM
Baytree Lakes Wastewater Treatment Plant — WQ0018708
Baytree Wastewater Treatment Plant in Bladen County cannot accept the discharge of additional waste to
the Baytree Wastewater Treatment effective 1 April 2020 due to non -compliant wastewater flows
exceeding the current permit limit of 20,000 gallons per day (GAD) due to the number of homes currently
constructed in the Baytree Lakes development and inadequate maintenance of the existing wastewater
collection system. Therefore, Baytree Lakes Wastewater Treatment Plant is hereby placed on a sewer
moratorium at its wastewater treatment plant effective I April 2020.
On the basis of thorough staff review and application of Article 21 of Chapter 143, General Statutes of
North Carolina, Public Law 92-500 and other lawful standards and regulations, the North Carolina
Environmental Management Commission has determined that the Baytree Lakes Wastewater Treatment
Plant is unable to adequately collect and treat waste tributary to its wastewater treatment facility.
North Carolina General Statute 143-215.67(a) directs that no person subject to the provision of NCGS
143-215.1, 143-215.108 or 143-214.109 shall cause or allow the discharge of any wastes to a waste -
disposal system in excess of the capacity of the disposal system or of any wastes which the waste -disposal
system cannot adequately treat. The moratorium on additional sewer connections will remain in effect
until the Baytree Wastewater Treatment Plant has rectified the current noncompliant condition of the
facility and has obtained permission from the North Carolina Environmental Management Commission
suspending the moratorium.
Permits and other information may be inspected during normal office hours at the Division of Water
Resources, Fayetteville Regional Office at 225 Green Street — Suite 714, Fayetteville, North Carolina
28301, telephone [phone]. Copies of information on file are made available for review and
reproduction or scanning. Payment of the costs of reproduction are at the time of reproduction, invoices
will not be (nailed.
Questions regarding the status of the sewer moratorium should be directed to Mr. Jack Carlisle, Baytree
Lakes Wastewater Treatment Plant at 919-818-7078.
North Carolina Department of rnvironmental Quality I Division of Water Resources
Fayetteville Regional Office 1225 Green Street, Suite 7141 Fayetteville. North Carolina 28301
910 —433-3300

"W COOPER
(—.,;.,nor
MICHAEL S. REGAN
Secretary
S. DANIEL SMITH
Director
Mr. Jack Carlisle
Redbird Land Company LLC
d/b/a Baytree Lakes WWTP
8620 River Road
Wilmington, North Carolina 28412
Dear Mr. Carlisle:
NORTH CAROLINA
Enviroimental Quality
February 20, 2020
Subject: Notification of Sewer Moratorium
Baytree Lakes WWTP
Permit WQ0018708
Bladen County
The Division of Water Resources (hereby known as the Division) has determined that the Baytree Lakes
Wastewater Treatment Plant (WWTP) is unable to adequately collect and treat wastewater tributary to its
wastewater treatment facility based on flows it receives on a daily basis. This determination is based on
the condition that Baytree Lakes WWTP is unable to comply with the current operation of a 20,000
gallons per day (GPD) wastewater treatment and irrigation facility as set forth in Permit Number
WQ0018708. The treatment system can no longer treat and assimilate the wastewater that is received
from the collection system which contributes to the noncompliance of the Non -Discharge permit.
North Carolina General Statute § 145-215.67(a) states, in part, that no person subject to the provision of
NCGS 143-215.1, 143-215.108, or 143-214.109 shall cause or allow the discharge of any wastes to a
waste -disposal system in excess of the capacity of the disposal system or of any wastes which the waste -
disposal system cannot adequately treat. Should these terms be violated, NCGS 143-215.67 states a
moratorium can be imposed "on the addition of waste to a treatment works" if the treatment works is not
capable of adequately treating additional waste.
Based upon the facts and determination noted above, the Baytree Lakes WWTP is hereby placed on a
moratorium prohibiting the introduction of any additional waste to the collection system tributary to the
Baytree Lakes WWTP. This is to be interpreted as to prohibit the issuance of permits for new sewer lines
to be connected to the WWTP, any new connections to the existing collection system, and/or the
introduction of significant volumes of new wastewater flow via existing taps (subject to the provisions of
the statute).
This moratorium will remain in effect until Redbird Land Company LLC has upgraded (design flow
increase) the Baytree Lakes WWTP sufficiently to handle and treat the volume of incoming wastewater
generated by the Baytree Lakes development or upgraded the collection system to minimize inflow and
infiltration (1 & 1) to comply with the flow limits of the permit. The upgrades will need to be certified by a
North Carolina registered engineer stating that all upgrades are constructed consistent with modifications
issued under permit WQOO18708.
North Carolina Department of Ens 7u. rntai t2ijr: tp I �1i'.:� jn �r 1 , tzr ftcsu. ter.
_ FayettevllleRegional Office I: i',:,0irtil is"naZE301
W.1 �/'"r 910.433.3300

The moratorium will be rescinded when Redbird Land Company LLC has demonstrated it can adequately
control wastewater flowing to the Baytree Lakes WWTP consistent with the flow limits in permit
WQ0018708 and has obtained written notification from the Division of Water Resources suspending the
moratorium.
As required by NCGS 143-215.67(d), Redbird Land Company LLC shall give public notice that a
moratorium will be placed so that no additional flow can be added to the Baytree Lakes WWTP within 15
days of the receipt of this letter. Redbird Land Company LLC shall give public notice of the moratorium
by publication of the notice one time in a newspaper having general circulation in the county in which the
treatment works are located in, i.e. Bladen County. The notice shall be as provided in the attached,
sample public notice.
Redbird Land Company LLC shall provide an affidavit of publication and a copy of the public notice to
the Division within 15 days of the publication of the Public Notice.
Redbird Land Company LLC shall contact the Fayetteville Regional Office within 7 days of
receipt of this letter to schedule a site meeting so a site survey can be performed to determine the
number of existing residences currently discharging to the Baytree Lakes WWTP and to identify
the number of residences currently under construction prior to the 1 April 2020 moratorium
deadline.
Placement of the public notice in no way absolves Redbird Land Company LLC from past or present
violations of North Carolina General Statutes. Failure to place the public notice may subject Redbird
Land Company LLC to additional enforcement action by this office. If the public notice is not published
within 15 days of receipt, then the Division of Water Resources will place said public notice of the
moratorium by publication of the notice one time in a newspaper having general circulation in the county
in which the treatment works are located in, i.e. Bladen County
Correspondence pertaining to this moratorium should be sent to the Division at the address listed at the
bottom of this letter. If you have any questions about this letter, please contact Trent Allen at 910-433-
3336 or via email at [e-mail].
Sincerely,
(Doc Maned by:
.�"Ar oA.
'-5189C2D90D5C42B..
Trent Allen, Regional Supervisor
Division of Water Resources — Water Quality Programs
Attachment
cc: S. Daniel Smith, Director — Division of Water Resources
Nathaniel Thornburg, Branch Chief —Non Discharge Permitting
S. Jay Zimmerman, Section Chief - Regional Office Operations
Central Files — WQ0018708
North Carolina Department of GnviroDrnental Quality 1 Division of Water Resources
Fayetteville Regional Office 1225 Green Street, Suite 7141 Fayetteville, North Carolina 28301
910—433-3300

PUBLIC NOTICE
SEWER MORATORIUM
Baytree Lakes Wastewater Treatment Plant — WQ0018708
Baytree Wastewater Treatment Plant in Bladen County cannot accept the discharge of additional waste to
the Baytree Wastewater Treatment effective 1 April 2020 due to non -compliant wastewater flows
exceeding the current permit limit of 20,000 gallons per day (GAD) due to the number of homes currently
constructed in the Baytree Lakes development and inadequate maintenance of the existing wastewater
collection system. Therefore, Baytree Lakes Wastewater Treatment Plant is hereby placed on a sewer
moratorium at its wastewater treatment plant effective 1 April 2020.
On the basis of thorough staff review and application of Article 21 of Chapter 143, General Statutes of
North Carolina, Public Law 92-500 and other lawful standards and regulations, the North Carolina
Environmental Management Commission has determined that the Baytree Lakes Wastewater Treatment
Plant is unable to adequately collect and treat waste tributary to its wastewater treatment facility.
North Carolina General Statute 143-215.67(a) directs that no person subject to the provision of NCGS
143-215.1, 143-215.108 or 143-214.109 shall cause or allow the discharge of any wastes to a waste -
disposal system in excess of the capacity of the disposal system or of any wastes which the waste -disposal
system cannot adequately treat. The moratorium on additional sewer connections will remain in effect
until the Baytree Wastewater Treatment Plant has rectified the current noncompliant condition of the
facility and has obtained permission from the North Carolina Environmental Management Commission
suspending the moratorium.
Permits and other information may be inspected during normal office hours at the Division of Water
Resources, Fayetteville Regional Office at 225 Green Street — Suite 714, Fayetteville, North Carolina
28301, telephone [phone]. Copies of information on file are made available for review and
reproduction or scanning. Payment of the costs of reproduction are at the time of reproduction, invoices
will not be mailed.
Questions regarding the status of the sewer moratorium should be directed to Mr. Jack Carlisle, Baytree
Lakes Wastewater Treatment Plant at 919-818-7078.
North Carolina Department of rnvironmental Quality 1 Division of Water Resources
Fayetteville Regional Office 1225 Green Street, Suite 714 1 Fayetteville, North Carolina 28301
910 — 433-3300