SW8081114_HISTORICAL FILE_20170626

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
PERMIT NO.
SW8 Q$ I l iq
DOC TYPE
❑ CURRENT PERMIT
❑ APPROVED PLANS
S] HISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
DOC DATE
eon o\02.10
YYYYMMDD

Energy. Mineral &
Land Resources
ENVIRONMENTAL QUALITY
June 26, 2017
ROY COOPER
Governor
MICHAEL S. REGAN
Secrenn v
TRACY DAVIS
Director
Crosswind Development, Inc, developer PC Residential, LLC, property owner
Alm. William H. Wynn Attn: William 1-1. AWynn
2550 Capitol Drive, Suite 105 2550 Capitol Drive, Suite 105
Creedmoor, NC 27522 Creedmoor, NC 27522
Subject: Name Change/ Ownership Change
State Stormwater Management Permit No. SW8 081114
Hampstead Commons
High Density Subdivision Wet Detention Pond project
Pender County
Dear NIT. NVynn
On May 30, 2017, the Wilmington Regional Office received a complete request to transfer the ownership
of the state stonnwater management permit for the subject project Staff of DEtNILlt have inspected the
project, determined that the documentation is in order, and that the project is in compliance with the terns
and conditions of the state stonnwater permit. As indicated on the Name/Ownership Change form, you
have acknowledged receipt of a copy of the most recent permit. which includes the application and
supplement forms, a copy of the approved plans, and a copy of the required Operation and Maintenance
agreement from the previous perminee. By acknowledging receipt of the permit, and by signing the
Name/Ownership Transfer form, you have accepted the responsibility for complying with the terms and
conditions outlined in this permit. The Division is hereby notifying you that the subject permit has been
transferred on June 26, 2017 and to remind vo❑ that this permit shall be effective until April 9, 2020 For
your records, please find enclosed a copy of the updated permit, a copy of the inspection report, and a
copy of the Name/Ownership Change form submitted on February 15, 2017.
As the identified developer of the project, Crosswind Development, Inc, shall be the designated permit
holder and responsible for meeting the conditions and limitations specified therein. The property owner,
PC Residential, LLC, will be responsible for recording the necessary deed restrictions.
Please be aware that it is the responsibility of the permit holders, Crosswind Development, Inc and PC
Residential, LLC, to notify the Division of any changes in responsibility for complying with the permit
and request an ownership/name change for the stonnwater permit. I lowever, please be reminded that if
the development agreement between Crosswind Development, Inc. and PC Residential, LLC is dissolved,
cancelled or defaults, and the Division is not notified by Crosswind Development, Inc. to transfer the
permit, then the responsibility for permit compliance reverts to the property owner, PC Residential. LLC.
The Division must be notified immediately of any permit ownership changes and submit a completed
Name/Ownership form to tine Division within 30 days. Otherwise Crosswind Development, Inc. and PC
Residential, LLC will be operating a stonnwater treatment facility without a valid permit. This is a
violation ofNC General Statue 143-215.1 and may result in appropriate enforcement action including the
assessment of civil penalties of up to $25,000 per day.
Please be aware that the project's built -upon area and stonnwater controls must be built and
maintained in compliance with the permit documents and the approved plans, iMamienance of the
approved system shall be performed in accordance with the signed Operation and Maintenance
agreement. Any modifications to this project must be submitted to DF-NILR and approved prior to
construction The issuance of this approval does not preclude you from complying with all other
applicable statutes, rules, regulations or ordinances, which may have jurisdiction over the proposed
activity, and obtaining a permit or approval prior to construction.
State of Nortl,Carolina I Environmental Quzhty I Energy. Mineral and Lend Resources
'Allminglon Regional Office 1127 Cardinal Drive Extension I Wilmington NC 28405
910 796 7215

State Stormwater Permit No SNS 081114
Page 2 of 2
If you have any questions, or need additional information concerning this matter, please contact Christine
Hall in the Wilmington Regional Office, at [phone].
Sincerely,
��, Tracy Davis; P t, Director
Division of Energy, Mineral and Land Resources
GDS/canh: A\\StormwaterAPermits & Projects\2008\081114 HD\2017 06 pemut 081114
cc: Jeff Beaudoin, previous permittee, PO Box 538, Hampstead, NC 28443
Aaron Beckner, Paramounte Engineering
Wilmington Regional Office Stormwater Pile
State of North Caroline 1 Environmental Quality 1 Energy, Mineral and Land Resoun.es
Wilmington Regional Office 1127 Cardinal Drive Extcnvon 1 "rilmingion,NC 28405
910 7% 7215

State Stormwater Management Systems
Permit No SW8 081114
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF ENERGY, MINERAL AND LAND RESOURCES
STATE STORMWATER MANAGEMENT PERMIT
HIGH DENSITY SUBDIVISION DEVELOPMENT
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
Crosswind Development. Inc. and PC Residential, LLC
Hampstead Commons
Country Club Lane and Transfer Station Road Extension, Hampstead, Pender County
FOR THE
construction, operation and maintenance of one (1) wet detention pond in compliance with
the provisions of 15A NCAC 2H .1000 and Session Law 2008-211 (hereafter referred to as
the "stormwater rules') the approved stormwater management plans and specifications and
other supporting data as attached and on file with and approved by the Division of Energy,
Mineral and Land Resources (hereafter referred to as the Division or DEMLR) and
considered a part of this permit.
This permit shall be effective from the date of issuance until April 9, 2020 and shall be subject
to the following specified conditions and limitations:
I. DESIGN STANDARDS
1. This permit is effective only with respect to the nature and volume of stormwater
described in the application and other supporting data.
2. The subdivision is permitted for 72 single family lots, each allowed a maximum of
3,800 square feet of built -upon area. The subdivision is also permitted for a single
commercial tract, Tract B, which has been allocated a maximum of 198,000 square
feet of built -upon area.
3. This stormwater system has been approved for the management of stormwater runoff
as described in Section 1 11 of this permit. The runoff from all built -upon area within
the permitted drainage area of this project must be directed into the permitted
stormwater control measure. The stormwater control measure has been designed to
handle the runoff from 584,746 square feet of impervious area.
The maximum built -upon area allowed for the entire subdivision is 584,746 square
feet.
Page 1 of 9

State Stormwater Management Systems
Permit No SW8 081114
5. Per Session Law 2015-149: A 5-foot-wide unpaved walking trail around the pond
forebay has been demonstrated to be a pervious surface. The underlying soil must
not be mechanically compacted prior to installation. If, in the future, this walking trail is
found to no longer be pervious through resurfacing, a plan revision or modification will
be required. Any future trails proposed within this development will need prior
approval from the Division In order to demonstrate that the improvements are still
considered pervious under the latest definition of built -upon area.
The drainage area will be limited to the amount of built -upon area indicated In Sections
1.3 and 1.11 of this permit, and per approved plans. The built -upon area for on -site
future development is limited to 12,130 square feet.
A 50' wide vegetative buffer must be provided and maintained adjacent surface
waters, measured horizontally from and perpendicular to the normal pool of
impounded structures, the top of bank of both sides of streams and rivers and the
mean high water line of tidal waters.
8. A vegetated filter strip is not required for this pond as it has been designed for a 90%
total suspended solids removal efficiency.
9. All runoff being directed into wetlands shall flow into and through those wetlands at a
non -erosive velocity.
10. Prior to the discharge of stormwater runoff from Tract B into the approved stormwater
system, the permittee shall ensure that the owner of the lot has obtained a separate
Offsite Stormwater Management Permit.
11 The following design criteria have been permitted for the wet detention pond and it
must be provided and maintained at the design condition.
a
Drainage Area, acres'
Onsite, ft2.
Offsite, ft2
28 55
1,243,638
0
b
Total Impervious Surfaces, ft2.
Onsite, ft2.
Tract B, ft2
Offsite, ft2
584,746
386,746
198,000
0
c
Average Pond Design Depth, feet
3.0
Id
TSS Removal Efficiency
90%
e
Desi n Storm, inches
1 5
�f_
Permanent Pool (PP) Elevation FMSL
260
Permitted PP Surface Area, ft2
124,465
h
Temporar Sy forage Elevation, FMSL
2675
li
Permitted Storage Volume. W:
95,304
j
Predevelopment 1 yr-24 hr discharge
rate, cfs
4 78
k.
Controlling Orifice, inch O pipe
6.0
I
Orifice Flow Rate, cfs.
0.47
m
PP Volume, W
448,805
n..
Foreba VOlume, ft3
91,675
o
Maximum Fountain Horsepower
1
p
Receiving Stream/River Basin
UT to Old Topsail
Creek
Iq
Stream Index Number
18-87-12
Ir
Classification of Water Body
SA, HOW
Page 2 of 9

State Stormwater Management Systems
Permit No SW8 081114
II. SCHEDULE OF COMPLIANCE
No person or entity, including the permittee, shall alter any component of the approved
stormwater system shown on the approved plans unless and until the Division has
approved of the revised plan.
The stormwater management system shall be constructed in its entirety, vegetated
and operational for its intended use prior to the construction of any built -upon surface.
3. During construction, erosion shall be kept to a minimum and any eroded areas of the
system will be repaired immediately. If the stormwater system is used as an Erosion
Control device, it must be restored to design condition prior to operation as a
stormwater treatment device, and prior to occupancy of the facility.
4. Prior to the sale of any lot, the following deed restrictions must be recorded by the
declarant of the property, PC Residential, LLC:
a. The following covenants are intended to ensure ongoing compliance with State
Stormwater Management Permit Number SW8 081114, as issued by the
Division of Energy, Mineral and Land Resources under NCAC 2H.1000.
b. The State of North Carolina is made a beneficiary of these covenants to the
extent necessary to maintain compliance with the Stormwater Management
Permit.
C. These covenants are to run with the land and be binding on all persons and
parties claiming under them.
d. The covenants pertaining to stormwater may not be altered or rescinded without
the express written consent of the Division.
e. Alteration of the drainage as shown on the approved plans may not take place
without the concurrence of the Division
f. The maximum built -upon area per single family lot is 3,800 square feet The
maximum built -upon area for Tract B is 198,000 square feet. This allotted
amount includes any built -upon area constructed within the lot property
boundaries, and that portion of the right-of-way between the front lot line and
the edge of the pavement. Built upon area includes, but is not limited to,
structures, asphalt, concrete, gravel, brick, stone, slate, coquina and parking
areas, but does not include raised, open wood decking, or the water surface of
swimming pools.
g. All runoff from the built -upon areas on the lot must drain into the permitted
system. This may be accomplished through providing roof drain gutters, which
drain to the pond or street, grading the lot to drain toward the street or directly
into the pond, or grading perimeter swales and directing them into the pond or
street.
h. Built -upon area in excess of the permitted amount will require a permit
modification.
i All affected lots shall maintain a 50' wide vegetative buffer adjacent to surface
waters, measured horizontally from and perpendicular to the normal pool of
impounded structures, the top of bank of each side of streams and rivers and
the mean high water line of tidal waters.
j. Any individual or entity found to be in noncompliance with the provisions of a
stormwater management permit or the requirements of the Stormwater Rules is
subject to enforcement procedures as set forth in G.S 143, Article 21.
k. If the ownership of Tract B is not retained by the permittee, a separate Offsite
Stormwater Management Permit application package must be submitted to the
Division and receive a permit prior to any construction on the lot.
Page 3 of 9

State Stormwater Management Systems
Permit No SW8 081114
PC Residential, LLC must submit a copy of the recorded deed restrictions to the
Division within 30 days of the date of recording the plat, and prior to selling lots. The
recorded copy must contain all of the statements above, the signature of the
Permittee, the deed book number and page, and the stamp/signature of the Register
of Deeds.
6. It is the responsibility of the permit holders, Crosswind Development, Inc and PC
Residential, LLC, to notify the Division of any changes in responsibility for complying
with the permit and request an ownership/name change for the stormwater permit
However, please be reminded that if the development agreement between Crosswind
Development, Inc. and PC Residential, LLC is dissolved, cancelled or defaults, and the
Division is not notified by Crosswind Development, Inc. to transfer the permit, then the
responsibility for permit compliance reverts to the property owner, PC Residential,
LLC. The Division must be notified immediately of any permit ownership changes and
submit a completed Name/Ownership form to the Division within 30 days. Otherwise
Crosswind Development, Inc. and PC Residential, LLC will be operating a stormwater
treatment facility without a valid permit. This is a violation of NC General Statue 143-
215.1 and may result in appropriate enforcement action including the assessment of
civil penalties of up to $25,000 per day.
7. If permeable pavement BUA credit is desired, the permittee must submit a request to
modify this permit to incorporate such language as required by the Division. The
request to modify must include a proposed amendment to the deed restrictions and
protective covenants for the subdivision, and a soils report identifying the type of soil,
the Seasonal High Water Table elevation and the infiltration rate. Upon the successful
completion of a permit modification, the individual lot owners that request to utilize
permeable pavements shall submit the necessary forms and documentation to the
permittee, or a designated agent, and receive approval prior to construction of the
permeable pavement.
The permittee shall review all lot plans for new construction and any subsequent
modifications and additions, for compliance with the conditions of this permit. The
permittee shall not approve any lot plans where the maximum allowed built -upon area
has been exceeded, or where revisions to the grading or to the storm drainage system
are proposed unless and until a permit modification has been approved by the
Division.
The permittee is responsible for the routine monitoring of the project for compliance
with the built -upon area limits, grading, and the storm drainage system established by
this permit, the permit documents, the approved plans, and the recorded deed
restrictions. The permittee shall notify any lot owner that is found to be in
noncompliance with the conditions of this permit in writing, and shall require timely
resolution.
10. The permittee shall at all times provide the operation and maintenance necessary to
assure that all components of the permitted stormwater system function at design
condition. The approved Operation and Maintenance Agreement is incorporated by
reference into this permit and must be followed in its entirety and maintenance must
occur at the scheduled intervals
11. Records of maintenance activities must be kept and made available upon request to
authorized personnel of the Division. The records will indicate the date, activity, name
of person performing the work and what actions were taken.
Page 4 of 9

State Stormwater Management Systems
Permit No. SW8 081114
12. If the permanent pool volume is greater than 30,000 cubic feet, a decorative spray
fountain will be allowed in the stormwater treatment system, subject to the following
criteria:
a. The fountain must draw its water from less than 2' below the permanent pool
surface.
b. Separated units, where the nozzle, pump and intake are connected by tubing,
may be used only if they draw water from the surface in the deepest part of the
pond
C. The falling water from the fountain must be centered in the pond, away from the
shoreline.
d. The maximum horsepower for the fountain's pump is based on the permanent
pool volume. The maximum pump power for a fountain in this pond is 1
horsepower.
13. The facilities shall be constructed in accordance with the conditions of this permit, the
approved plans and specifications, and other supporting data
14. Upon completion of construction, prior to issuance of a Certificate of Occupancy, and
prior to operation of this permitted facility, the permittee shall cause a certification from
an appropriate designer for the system installed to be submitted, certifying that the
permitted facility has been installed in accordance with this permit, the approved plans
and specifications, and other supporting documentation Any deviations from the
approved plans and specifications must be noted on the Certification. A modification
may be required for those deviations.
15. All stormwater collection and treatment systems must be located in either public rights -
of -way, dedicated common areas or recorded easements. The final plats for the
project will be recorded showing all such rights -of -way, common areas and
easements, in accordance with the approved plans. Access to the stormwater
facilities for inspection and maintenance shall be maintained via appropriate recorded
easements at all times.
16. The permittee shall submit to the Director and shall have received approval for revised
plans, specifications, and calculations prior to construction, for any modification to the
approved plans, including, but not limited to, those listed below:
a. Any revision to any item shown on the approved plans, including the stormwater
management measures, built -upon area, details, etc.
b. Redesign or addition to the approved amount of built -upon area or to the
drainage area.
C. Further development, subdivision, acquisition, lease or sale of any, all or part of
the project area. The project area is defined as all property owned by the
permittee, for which Sedimentation and Erosion Control Plan approval or a
CAMA Major permit was sought.
d. Filling in, altering, or piping of any vegetative conveyance shown on the
approved plan.
e. The construction of any future BUA listed on the application.
17. Prior to transfer of the permit, the stormwater facilities will be inspected by Division
personnel. The project and the stormwater facility must be in substantial compliance
with all permit conditions. Any items not in substantial compliance must be repaired,
replaced or restored to design condition prior to the transfer. Records of maintenance
activities performed to date will be required.
18. The Director may notify the permittee when the permitted site does not meet one or
more of the minimum requirements of the permit. Within the time frame specified in the
notice, the permittee shall submit a written time schedule to the Director for modifying
the site to meet minimum requirements. The permittee shall provide copies of revised
plans and certification in writing to the Director that the changes have been made.
Page 5 of 9

State Stormwater Management Systems
Permit No SW8 081114
III. GENERAL CONDITIONS
1. Any individual or entity found to be in noncompliance with the provisions of a
stormwater management permit or the Stormwater rules is subject to enforcement
procedures as set forth in NCGS 143 Article 21.
2. The issuance of this permit does not preclude the Permittee from complying with any
and all statutes, rules, regulations, or ordinances, which may be imposed by other
government agencies (local, state, and federal) having jurisdiction.
3. In the event that the facilities fail to perform satisfactorily the Permittee shall take
immediate corrective action, including those as may be required by this Division, such
as the construction of additional or replacement stormwater management systems.
Additional or replacement stormwater management systems shall receive a permit
from the Division prior to construction.
4 This permit is not transferable to any person or entity except after notice to and
approval by the Director. The permittee shall submit a completed and signed
Name/Ownership Change Form, accompanied by the supporting documentation as
listed on the form, to the Division of Energy, Mineral and Land Resources at least 60
days prior to any one or more of the following events:
a An ownership change including the sale or conveyance of the project area in
whole or in part, except in the case of an individual lot sale that is made subject
to the recorded deed restrictions;
b. The sale or conveyance of the common areas to a Homeowner's or Property
Owner's Association, subject to the requirements of Session Law 2011-256;
C. Bankruptcy;
d. Foreclosure, subject to the requirements of Session Law 2013-121;
e. Dissolution of the partnership or corporate entity, subject to NCGS 57D-2-01(e)
and NCGS 57D-6-07;
f A name change of the current permittee;
g. A name change of the project,
h. A mailing address change of the permittee,
5. The permittee is responsible for compliance with all permit conditions until such time
as the Division approves the transfer request. Neither the sale of the project, in whole
or in part, nor the conveyance of common area to a third party constitutes an approved
transfer of the stormwater permit.
6. The permittee grants DEMLR Staff permission to enter the property during normal
business hours for the purpose of inspecting all components of the permitted
stormwater management facility.
7. The permit issued shall continue in force and effect until modified, revoked, terminated
or renewed. The permit may be modified, revoked and reissued or terminated for
cause. The filing of a request for a permit modification, revocation and re -issuance or
termination does not stay any permit condition.
8. Approved plans, calculations, supplement forms, operation and maintenance
agreements and specifications for this project are incorporated by reference and are
enforceable parts of the permit. A copy of the approved plans and specifications shall
be maintained on file by the Permittee at all times.
9. Unless specified elsewhere, permanent seeding requirements for the stormwater
control measure must follow the guidelines established in the North Carolina Erosion
and Sediment Control Planning and Design Manual.
Page 6 of 9

State Stormwater Management Systems
Permit No SW8 081114
10. The issuance of this permit does not prohibit the Director from reopening and
modifying the permit, revoking and reissuing the permit, or terminating the permit as
allowed by the laws, rules and regulations contained in Session Law 2006-246, Title
15A NCAC 2H.1000. and NCGS 143-215.1 et al
11. The permittee shall submit a permit renewal application request at least 180 days prior
to the expiration date of this permit. The renewal request must include the appropriate
application, documentation and the processing fee.
Permit transferred, updated, and reissued this the 26'h day of June 2017.
NORTH CAROLINA ENVIRONMENTAL MANAGEMENT COMMISSION
Tracy Davis, .E., Director
Division of Energy, Mineral and Land Resources
By Authority of the Environmental Management Commission
Permit Number SW8 081114
Page 7 of 9

Hampstead Commons
Stormwater Permit No. SW8 081114
Pender County
Designer's Certification
State Stormwater Management Systems
Permit No SW8 081114
Page 1 of 2
I, , as a duly registered in the
State of North Carolina, having been authorized to observe (periodically/weekly/full time) the
construction of the project,
(Project)
for (Project Owner) hereby state that, to the best
of my abilities, due care and diligence was used in the observation of the project construction
such that the construction was observed to be built within substantial compliance and intent
of the approved plans and specifications.
The checklist of items on page 2 of this form is a part of this Certification.
Noted deviations from approved plans and specifications:
Signature
Registration Number
Date
SEAL
Page 8 of 9

State Stormwater Management Systems
Permit No SW8 081114
Certification Requirements:
Page 2 of 2
1. The drainage area to the system contains approximately the permitted acreage.
2. The drainage area to the system contains no more than the permitted amount
of built -upon area
3. All the built -upon area associated with the project is graded such that the runoff
drains to the system.
4. All roof drains are located such that the runoff is directed into the system.
5 The outlet/bypass structure elevations are per the approved plan.
6. The outlet structure is located per the approved plans.
7 Trash rack is provided on the outlet/bypass structure.
8 All slopes are grassed with permanent vegetation.
9. Vegetated slopes are no steeper than 3:1.
10. The inlets are located per the approved plans and do not cause short-circuiting
of the system.
11. The permitted amounts of surface area and/or volume have been provided.
12. Required drawdown devices are correctly sized per the approved plans.
13. All required design depths are provided.
14. All required parts of the system are provided, such as a vegetated shelf, a
forebay, and the vegetated filter.
15. The required dimensions of the system are provided, per the approved plan.
16. All components of the stormwater BMP are located in either recorded common
areas, or recorded easements.
cc NCDEQ-DEMLR Regional Office
Pender County Building Inspections
Page 9 of 9

State of North Carolina
Department of Environment and Natural Resources
Division of Water Quality
STATE STORMWATER PERMIT NAME/OWNERSHIP CHANGE FORM
I. CURRENT PERMIT INFORMATION
1. Stormwater Management Permit Number: SW8 081114
2. Project Name: HAMPSTEAD LIFESTYLE CENTER
3. Current Permit Holder's Company Name/Organization: JEFF BEAUDOIN
4. Signing Official's Name: JEFF BEAUDOIN Title: OWNER
5. Mailing Address: PO BOX 538
City: HAMPSTEAD State: NC Zip: 28443
6. Phone: ( 910 ) 547-3781 Fax: ( )
II. PROPOSED PERMITTEE / OWNER / PROJECT / ADDRESS INFORMATION
This request is for: (please check all that apply)
❑ Name change of the owner (Please complete Items 1, 2 and 3 below)
❑ Name change of project (Please complete Item 5 below)
❑x Change in ownership of the property/company (Please complete Items 1, 2, 3, and 4 below)
❑ Mailing address / phone number change. (Please complete Item 4 below)
❑ Other (please explain):
1. Proposed permittee's company name/organization: CROSSWIND DEVELOPMENT, INC.
2. Proposed permittee's signing official's name: WILLIAM H. WYNN
3. Proposed permittee's title:
4. Mailing Address: 2550 CAPITOL DRIVE, SUITE 105
City: CREEDMOOR
Phone: ( 910 ) 258-2430
5. New Project Name to be placed on permit:
State: NC Zip:
Fax:
HAMPSTEAD COMMONS
27522
Please check the appropriate box. The proposed permittee listed above is:
❑ HOA or POA (Attach documentation showing that the HOA or POA owns, controls, or has a
recorded easement for all areas that contain stormwater system features. Print name of HOA or
POA in #1 above and provide name of HOA/POA's authorized representative in #2 above)
❑ The property owner
❑ Lessee (Attach a copy of the lease agreement and complete Property Owner Information on
page 4)
❑ Purchaser (Attach a copy of the pending sales agreement. Final approval of this transfer will be
granted upon receipt of a copy of the recorded deed)
® Developer (Complete Property Owner Information on page 4)
qs :n
FEB
SSW N/O Change Rev24Sept2012 Page 1 of 4

III. REQUIRED ITEMS
A request to transfer a permit will not be approved by the Division of Water Quality (DWQ) unless all
of the applicable required items listed below are included with the submittal. Failure to provide the
listed items may result in processing delays or denial of the transfer.
1. This completed and signed form. This certification must be completed and signed by both the
current permit holder and the new applicant if this is a change.of ownership.
2. Legal documentation of the property transfer to a new owner.
3. A copy of any recorded deed restrictions, covenants, or easements, if required by the permit.
4. The designer's certification (DWQ Engineer and Designer Certification Forms are available from
each DWQ Regional office), if required by the permit and if not already submitted to DWQ.
5. If the proposed permittee is a firm, partnership, association, institution, corporation, limited liability
company, or other corporate entity, provide documentation showing the authority of the named
representative to act on behalf of the proposed permittee.
6. The $40.00 processing fee. If this is an initial transfer from the original permittee the processing
fee is not required. Subsequent ownership transfers will require the $40.00 processing fee.
IV. CURRENT PERMITTEE'S CERTIFICATION
Please check one of the following statements and fill out the certification below that statement:
❑ Check here if the current permittee is only changing his/her/its name, the project name, or mailing
address, but will retain the permit. I, , the current
permittee, hereby notify the DWQ that I am changing my name and/or I am changing my mailing
address and/or I am changing the name of the permitted project. I further attest that this application
for a name/ownership change is accurate and complete to the best of my knowledge. I understand
that if all required parts of this application are not completed or if all required supporting information
and attachments listed above are not included, this application package will be returned as
incomplete.
® Check here if current permittee is transferring the property to a new owner and will not retain
ownership of the permit.
i, JEFF BEAUDOIN the current permittee, am submitting this application
for a transfer of ownership for permit # SWa 081114 . I hereby notify DWQ of the sale or
other legal transfer of the stormwater system associated with this permit. I have provided a copy of
the most recent permit, the designer's certification for each BMP, any recorded deed restrictions,
covenants, or easements, the DWQ approved plans and/or approved as -built plans, the approved
operation and maintenance agreement, past maintenance records, and the most recent DWQ
stormwater inspection report to the proposed permittee named in Sections II and V of this form. I
further attest that this application for a name/ownership change is accurate and complete to the best
of my knowledge. I understand that if all required parts of this application are not completed or if all
required supporting information and attachments listed above are not included, this application
package will be returned as incomplete. I assign all rights and obligations as permittee to the
proposed permittee named in Sections II and V of this form. I understand that this transfer of
ownership cannot be approved by the DWQ unless and until the facility is in compliance with the
permit.
Signature: L � f1�``�" Date: Z
//% �
G �%%� , a Notary P
V Oublic for the State of
V� ICI VO %1 V1G� County of /�n -e k7d •P� do hereby certify that
..
�J'C T 7 ora u a U le) personally appeared before me this the
sf day of 201 , and acknowledge the due execution of the
/forrgoing instrument. Wit/ne/ss my hand and official seal, (Notary -Seal)
Notary Signature
i � FHB 15 2�
SSW N/O Change Rev24Sept2012 Page 2 of 4

V. PROPOSED PERMITTEE CERTIFICATION: (This section must be completed by the
Proposed Permittee for all transfers of ownership)
1, WILLIAM H. WYNN , hereby notify the DWQ that I have acquired
through sale, lease or legal transfer, the responsibility for operating and maintaining the permitted
stormwater management system, and, if applicable, constructing the permitted system. I
acknowledge and attest that I have received a copy of: (check all that apply to this permit)
®the most recent permit
the designer's certification for each BMP
® any recorded deed restrictions, covenants, or easements
] the DWQ approved plans and/or approved as -built plans
❑x the approved operation and maintenance agreement
epast maintenance records from the previous permittee (where required)
DWQ stormwater inspection report showing compliance within 90 days prior to this transfer
I have reviewed the permit, approved plans and other documents listed above, and I will comply with
the terms and conditions of the permit and approved plans. I acknowledge and agree that I will
operate and maintain the system pursuant to the requirements listed in the permit and in the
operation and maintenance agreement. I further attest that this application for a name/ownership
change is accurate and complete to the best of my knowledge. I understand that if all required parts
of this application are not completed or if all required supporting information and attachments listed
above are not included, this a''/ p Pplication package will be returned as incomplete.
Signature: AljL—= /`, Date:
County of
a Notary Public for the State of
do hereby certify that
personally appeared before me this the
.�� day of 20-41
forgoing instrument. Witness my Vand and official seal,
Notary Signature'
uu et �y9
and ackno wlgd@@#W9�due execution
Rob "'Of,
g.
2
Additional copies of the original permit and the approved Operas
be obtained from the appropriate Regional Office of the Division of Water Quality.
of the
agreement can
This completed form, including all supporting documents and processing fee (if required), should be
sent to the appropriate Regional Office of the North Carolina Department of Environment and Natural
Resources, Division of Water Quality, as shown on the attached map.
Please note that if the Proposed Permittee listed above is not the property owner, the property owner
must complete and sign page 4 of this document. Both the lessee / developer and the property
owner will appear on the permit as permittees.
�3 �s�2011
SSW N/O Change Rev24Sept2012 Page 3 of 4

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VI. PROPERTY OWNER CONTACT INFORMATION AND CERTIFICATION
If the Proposed Permittee listed in Sections II and V of this form is not the Property Owner, the
Property Owner must provide his/her Contact Information below and sign this form:
Printed Name:
Organization: _
WILLIAM H. WYNN
PC RESIDENTIAL, LLC
Title within the Organization:
Street Address:
MANAGING MEMBER
2550 CAPITOL DRIVE, SUITE 105
City: CREEDMOOR
State: NC
Zip:
Mailing Address:
(if different from street address)
City: State: Zip:
Phone:
Email:
Fax:
27522
I certify that I own the property identified in this permit transfer document and have given permission
to the Proposed Permittee listed in Sections II and V to develop and/or, lease the property. A copy
of the lease agreement or other contract, which indicates the party responsible for the construction
and/or operation and maintenance of the stormwater system, has been provided with the submittal.
As the legal property owner I acknowledge, understand, and agree by my signature below, that I will
appear as a permittee along with the lessee/developer and I will therefore share responsibility for
compliance with the DWQ Stormwater permit. As the property owner, it is my responsibility to notify
DWQ by submitting a completed Name/Ownership Change Form within 30 days of procuring a
developer, lessee or purchaser for the property. I understand that failure to operate and maintain the
stormwater treatment facility in accordance with the permit is a violation of NC General Statute
(NCGS) 143-215.1, and may result in appropriate enforcement action including the assessment of
civil penalties of up to $25,000 per day, pursuant to NCGS 143-215.6.
Signature of the property owner Al ! _ Date:
a Notary Public for the State of
/� I& , do hereby certify that
personally appeared before me this the
day of
r I eu"A,l�v •7�f���
Notary Signature
and acknowledge the due execution of the
%�` ,N Rob '�
' `'Z�Npt
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% A!�B1.�G 6:
SSW N/O Change Rev24Sept2012 Page 4 of 4

5 - Corporations Division
Page ] of 1
Click Here To:
North Carolina
Elaine F. Marshall DEPARTMENT OFTHE
Secretary SECRETARY OF STATE
PO Box 2%22 Raleigh,14C 27626-0622 (919)81a 5400 Account
Login
Create
View Document Filings File an Annual Report Amend a Previous Annual Report Account
Print a Pre -Populated Annual Report form
Corporate Names
Legal: Crosswind Development, Inc
Business Corporation Information
Sosld: 0817866
Status: Current -Active
Annual Report Status: Current
Citizenship: Domestic
Date Formed: 12/15/2005
Fiscal Month: December
Registered Agent: Wynn, William H
Corporate Addresses
Mailing 1696 Hayes Road
Creedmoor, NC 27522
Principal Office 1696 Hayes Road
Creedmoor, NC 27522
Reg Office 1696 Hayes Road
Creedmoor, NC 27522
Reg Mailing- 1696 Hayes Road
Creedmoor, NC 27522
Officers
President: Wilham H Wynn
1696 Hayes Road
Creedmoor NC 27522
Stock
Class Common
Shares. 100000
Par Value 1
https://��n,w.sosnc.gov/Search/profcorp/787933 8
�24// 6/ 20 t 7

J
CD-479 (42)
10-22-13
Name of Business Corporation:
Business Corporation Annual
I
t
i
CROSSWIND DEVELOPMENT, INC.
Secretary of Stale ID: 0817866 , State of Formation NC
SOSID: 0817866
Date riled: 11/30/201611:59:00 PM
Elaine F. Marshall
North Carolina Secretary of State
CA2016 335 01749
Fiscal Year Ending 12 31 15
❑ I hereby cenity that an annual report completed in as entirety has been submitted and the information requested below (required by
NCGS 55-16-22) has not changed and is therefore complete.
I
i
Section A: Registered Agent's Information
t
1. Name of Registered Agent: WILLIAM H WYNN
i
2. Signature of the New Registered Agent:
(Signature constaules consent to the appointment)
3. Registered Office Street Address & County 4. Registered Office Mailing Address
1696 HAYES ROAD 1696 HAYES ROAD
GRANVILL CREEDM00 NCi27522 CREEDMOOR NC 27522
Section B: Principal Office Information
I
1. Descnption of Nature of Business: i REAL ESTATE DEVELOPMENT
i
2. Principal Office Phone Number: 919-528-1347 3. Principal Office Email:
4. Pnnctpal Office Street Address &County 5. Principal Office Mailing Address
I
1696 HAYES ROAD 1696 HAYES ROAD
CREEDM00 NC127522 CREEDMOOR NC 27522
i
Section C: Officers (Enter additional Officers in Section E.)
I
Name: WILLIAM H WYNN NameName:
PRESIDENT Title, PREi Title Title:
Address: 1696 HAYES ROADI Address: Address:
CREEDMOOR
NC 27522
i
I
Section D: Certification of Annual Report Section D must be completed In its entirety and signed by a person
listed under Section C, or a person signing for an entity listed under Section C.
i, Tin. _ J��
Signature horn, 6/1 be signed by an olfifdr of tnryoration)
I
I
WILLIAM H WYNN
Pnnt or Type Name o:Of ice,
I
I
2u&
�— Date
02011 21111l
Tine

J
BK 4630 PG 285 - 287 (3) DOC# 20016023
This Document eRecorded: 10/12/2016 02:37:05 PP
Fee: $26.00 DocType: DEED Tax: $2,000.00
Pender County, North Carolina
Sharon Lear Willoughby, Register of Deeds
t P� l ) r��C'
Excise Tax: $2,000.00
Parcel Nos. Part of 4203-36-1126-0000
This instrument Prepared by & Returned to: Ray C. Blackburn, Jr., Attorney at Law, PO Box
895, Hampstead, NC 28443.The preparer of this.instrument has made no examination of
the record title to the property conveyed herein and renders no opinion on title nor has
preparer of this instrument rendered any advice regarding any tax matters affecting the
lands transferred hereby.
STATE OF NORTH CAROLINA
COUNTY OF PENDER
GENERAL WARRANTY DEED
THIS DEED, made this day October, 2016, by and between Jeffrey J.
Beaudoin (Single), (Hereinafter called "Grantor"); and PC Residential, LLC, a North
Carolina Limited Liability Company (Hereinafter called "Grantee") whose mailing address is:
The designation Grantor and Grantee as used herein shall include said parties, their heirs,
successors and assigns, and shall_ include singular, plural, masculine, feminine or neuter as
required by context.
WITNESSETH:
to 25 2011

BK 4630 PG 286 DOC# 20016023
That, GRANTOR, for valuable consideration paid by the GRANTEE, receipt of which is
hereby acknowledged, has bargained and sold, and by these presents does hereby bargain,
grant, sell, and convey unto GRANTEE in fee simple, the below described tracts or parcels of
land located in Pender County, North Carolina and more particularly described as follows:
Being all of Tract A containing 24.00 acres as shown on that survey entitled
"Beaudoin Tract Revision" and recorded in Map Book 59 at Page 48, Pender County
Registry, reference to which is hereby made for a more detailed description.
Together with and subject to that Easement for access which is more completely
described in Map Book 59 at Page 48 of the Pender County Registry.
This is or is not _XX the Grantor's primary residence.
TO HAVE AND TO HOLD the above described lands and premises, together with all and
singular, the rights, privileges, easements, tenements, duties, obligations and appurtenances
thereunto belonging, or in any wise appertaining unto said GRANTEE, in fee simple, FOREVER.
And the Grantor covenants with the Grantee, that the Grantor is seized of the premises
in fee simple, has the right to convey the same in fee simple, that -title is marketable and free
and clear of all encumbrances, and that Grantor will WARRANT and DEFEND the title against
the lawful claims and demands of any and all persons whomsoever except for the exceptions
hereinafter stated.
Title to the property herein above described is subject to the, following exceptions:
1. Ad Valorem Taxes for 2016 and subsequent,years,
2. Easement granted to Duke Energy Progress in Book 4437 at Page 266 of the'
Pender County'Registry.
3. "Coning or other governmental ordinances in effect in Pender Countyat the
rime of this conveyance.
4. Subject to any and all matters depicted on that map recorded in Map Book 59
at Page 48 of the Pender County Registry.
5. Subject to restrictions andlimitations of record.
IN WITNESS WHEREOF, C?RANTOR has caused tMs'instrument to be and sealed the day
and year first above written.
�c eu-,e (SEAL)
Ae ' ey J.13eaudoin

BK 4630 PG 287
DOC# 20016023
STATE OF NOPA14 CAROLINA
COUNTY OF,
a Notary Public of the County and State aforesaid, do
hereby certify that Jeffrey J. Beaudoin personally appeared before me this day and acknowledged
the execution of the foregoing instrument.
Witness my hand and notarial seal, this the 5� day of '`' r2016.
Y
Notary,Seal/stamp
N PUBLIC
�yoSS!!Q /// �!/11�F �1rh ririe�nuu„utu,p.�
Printed Name of Notary, p M' Cps`'',
My Commission Expires: /j�qc / i-�2Oi7 '�� tAD TA. ' ' oG'
U z
�'t/SLIC _

twt d�1)1H
Hall, Christine
From: Hall, Christine
Sent: Tuesday, May 30, 2017 10:06 AM
To: jeff beaudoin'
Subject: RE. storm pond name/ownership change form
Thanks for your assistance in coordinating the response!
Christine Hall
Environmental Engineer
Division of Energy, Mineral and Land Resources — State Stormwater Program
Department of Environmental Quality
910 796 7215 office
910 796 7335 direct
chnshne hall@ncdenr gov
127 Cardinal Drive Ext.
Wilmington, NC 28405
IC'� Nothing Compares:-._,..
Email correspondence to and from this address is subject to the
North Carolina Public Records Law and may be disclosed to third parties.
From: jeff beaudom jmadto:[e-mail]]
Sent: Friday, May 26, 2017 2:15 PM
To: Hall, Christine <[e-mail]>
Cc: [e-mail]
Subject: Re: storm pond name/ownership change form
Nathan:
I am copying in Christine Hall of NC Department of Environmental Quality. Please send her the corporate
minutes or operating agreement that shows Bill can sign on behalf of Crosswind Development. This is the last
thing needed to transfer the storm pond.
Kind Regards
Jeff Beaudoin
Sent from Windows Mail
From: Hall, Christine
Sent: Thursday, May 25, 2017 1:17 PM
To: jeff beaudoin

The $505 was waived for this one since it was early on in the changes and everyone was still adjusting to them.
I only saw the operating agreement for PC Residential. I didn't see anything for Crosswind Development. Did I miss it?
Christine Hall
Environmental Engineer
Division of Energy, Mineral and Land Resources — State Stormwater Program
Department of Environmental Quality
910 796 7215 office
910 796 7335 direct
christine.hall(o)ncdenr gov
127 Cardinal Drive Ext
Wilmington, NC 28405
Z
-!'/'Nothing Compares,...
Email correspondence to and from this address is subject to the
North Carolina Public Records Law and may be disclosed to third parties.

OPERATING AGREEMENT
OF
PC RESIDENTIAL, LLC
THIS OPERATLt 1G AGREEMENT ("Agreement") of PC Residential, LLC
('Company'), a limited liability company organized pursuant to the north Carolina Limited
Liability Company Act, is executed effective as of thel7rh day of August, 2016, by and among
the Company and the persons executing this Agreement as the initial Members (as defined
below).
ARTICLE I - DEFr\TTiO_VS
1.1 Definitions. The following terms used in this Agreement shall have the following
meanings (unless otherwise expressly provided herein):
(a) "Act" means the North Carolina Limited Liability Company Act, as the same may
I e amended from time to time.
(b) "Adjusted Capital Account' means, with respect to a Member, the balance in such
Member's Capital Account at the end of the relevant fiscal year, as determined in accordance
with Treasury Regulation Section 1.704-1(b)(2)(iv).
(c) "Articles of Organization" means the Articies of Organization of the Company
filed with the Secretary of State, as amended or restated from time to time.
(d) "Capital Account' means for each _l-Sember the account established pursuant to
Section 8.2 hereof and maintained in accordance with the provisions of this Agreement.
(e) "Capital Contribution" means any contribution to the capital of the Company in
cash or property by a Member whenever made.
(f) "Code" means the Internal Revenue Code of 1986, as amended from time to time
(and any corresponding provisions of succeeding law).
(g) "Distributable Cash" means, with respect to the Company for a period of time, all
funds of the Company on hand or in bank accounts of the Company as, in the discretion of the
Managers, is available for distribution to the Members after provision has been mach for (i)
payment of all operating expenses of the Company as of such time, (ii) provision for payment of
all outstanding and unpaid current obligations of the Company as of sueh time, and (iii)
provision for such reserves as the Nlanager-, deem necessary or appropriate for Company
operations.
MAY Z 5 2017
BY:_ — —`

(h) "Fiscal Year" means the calendar year; provided that the first Fiscal Year of the
Company shall commence on 28th day of July, 2016, and continue through December 3 L 2016.
(i) "Income" means; for each Fiscal Year or other period, each item of income and
gain as determined, recognized and classified for federal income tax purposes; provided that any
income or gain that is exempt from federal income tax shall be included as if it «as an item of
taxable income.
(j) "Initial Capital Contribution" means the initial contribution to the capital of the
Company made by a Member pursuant to Section 8.1(a) of this Agreement.
(k) "Loss" means, for each Fiscal Year or other period, each item of loss or deduction
as determined, recognized and classified for federal income talc purposes, increased by (i)
expenditures described in Section 705(a)(2)(B) of the Code, (ii) expmditmes contemplated by
Section 709 of the Code (except for amounts with respect :u which an election is properly made
under Section 709(b) of the Code); and (iii) expenditures resulting in a deduction for a loss
incurred in connection with the sale or exchange of Company property that is disallowed to the
Company under Section 267(a)(1) or Section 707(b).
0) "Majority" means, with respect to any referenced group of Managers, a
combination of any of such Managers constituting more than fifty percent (501/o) of the number
of Managers of such referenced groups who are then elected and qualified.
(m) "Majority in Interest" means, with respect to any referenced group of Members, a
combination of any of such Members who, in the aggregate, own more than fifty percent (50%)
of the Membership Interests owned by all of such referenced group of Members.
(n) ",Manager" means each initial Member named in the Articles of Organization of
the Company, or any other Person that succeeds such Manager in their capacity as manager or
any other Persons are elected to act as manager of the Company as provided herein. "Managers"
rotors to such Persons as a group.
(o) "Member" means each Person designated as a member of the Company on
Schedule I hereto, or any additional member admitted as a member of the Company in
accordance with Article X. "Members" refers to such Persons as a group.
(p) "Membership Interest" means all of a Member's rights in the Company, including
without limitation, the Members share of the profits and losses of the Company, the right to
receive distributions of the Company's assets, any right to vote and any right to participate in the
management of the Company as provided in the Act and this Agreement. As to any Member,
Membership Interest shall mean the percentage set forth opposite such Members name on
Schedule 1 hereto.

(q) "Net income" and "Net Loss" means, for each Fiscal Year or other relevant
period, (i) the excess of the Income for such period over the Loss for such period, or (ii) the
excess of the Loss For such period, respectively; provided, however, that Net Income and Net
Loss for a Fiscal Year or other relevant period shall be computed by excluding from such
computation any Income specially allocated under Section 8.1.
(r) 'Person" means an individual, a trust, an estate, or a domestic corporation, a
foreign corporation, a professional corporation, a partnership, a limited partnership, a limited
liability company, a foreign Limited liability company, an unincorporated association, or another
entity.
(s) "Secretary of State" means the Secretary of State of North Carolina.
(t) "Treasury Regulations" means the Income Tax Regulations and Temporary
Regulations promulgated under the Code, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations) -
ARTICLE II - FORMATION OF THE CON11PANY"
2.1 Formation. The Company was fotnteed on 28th day of July, 2016, upon the filing
with the Secretary of State of the Articles of Organizaton of the Company. In consideration of
the mutual premises and covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the
rights and obligations of the parties and the administration and termination of the Company shall
be governed by this Agreement, the Articles of Organization and the Act
2.2 dame. The business and affairs of the Company shall be conducted under the
name PC Residential, LLC, the name of the Company may be changed from time to time by
amendment of the Articles of Organization. The Company may transact business under an
assumed name by fd�a an assumed name ce t' dcate in the manner prescribed by applicable law.
2.3- Registered Office and Registered Agent. The Company's registered office shall
be 2550 Capitol Drive, Suite 105, Creedmoor, Ganvvle County, NC 27522, and the name of its
initial registered agent at such address shall be William II. Wynn-
2-4 Principal Place of Bcsiness. The principal place of business of the Company
within the State of North Carolina shall be 2550 Capitol Drive, Suite 105, Creedmoor;'Danville
County, NC 27522. The Company may locate its place(s) of business and registered office at
any other place or places as the -Managers may from time to time deem necessary or advisable.

2.5 Term. The Company shall continue in existence in perpetuity unless the
Company is earlier dissolved and its affairs wound up in accordance with the provisions of this
Agreement or the Act.
2.6 Purposes and Powers_
(a) The Company may engage in any business activity for which limited liability
companies may be organized under the Act and as stated in the Articles of Organization.
(b) The Company shall have any and all powers which are nocessary or desirable to
carry out the purposes and business of the Company, to the extent the same may be legally
exercised by limited liability companies under the Act. The Company shall carry out the
foregoing activities pursuant to the arrangements set forth In the Articles of Organization and this
Agreement
2.7 Nature of Members' Interests. The interests of the Members in the Company shall
be personal property for all purposes. Legal title to all Company assets shall be held in the name
of the Company. Neither any Member nor a successor, representative or assign of such Member,
shall have any right, title or interest in or to any Company property or the right to partitiou any
real property owned by the Company. Interests may be evidenced by a certificate of membership
interest issued by the Company, in such form as the Managers may determine.
ARTICLE III - RIGHT AND DUTIES OF, i•L�NAGERS
3.1 Management. The business and affairs of the Company shall be managed by the
Managers. in addition to the powers and authorities expressly conferred by this Agreement upon
the Managers, the Managers shall have full and complete authority, power and discretion to
manage and control the business of the Company, to make all decisions regarding those matters
and to perform any and all other acts or activities customary to or .*icident to the management of
the Company's business, except only as to those acts and Things as to which approval by the
Members is expressly required by the Articles of Organization, this Agreement, the Act or other
applicable law. At any time when there is more than one Manager: (i} any one Manager may
take any action permitted to be taken by the Managers, unless the approval of more than one of
the Managers is expressly required pursuant to this Agreement, the Act or Resolution(s)by the
Members as to specific actions to be taking; and (ii) the Managers may elect one or more officers
who may but need not be Members or Managers of the Company, with such titles, dutes and
compensation as may be designated by the Managers, subject to any applicable restretions
spe6ficallv provided in this Agreement or contained in the Act.
3.2 Number and Qualifications. There shall initially be two \Managers of the
Company. The name of the Managers to serve as such shall be evidenced on Schedule 11
attached hereto and made a pan hereof, as amended upon any change of Managers. The number
of Managers of the Company may be fixed from time to time by the affirm-ative vote of a

Majority in Interest of all of the Members, but in no instance shall any decrease in the number of
Managers have the effect of shortening the term of any incumbent Manager. A Nvfanager needs
to be resident of the State of North Carolina and a Member ofthe Company.
33 Election and Term of Office. Managers shall be elected at the annual meeting of
the Members (except as provided in Sections 3.5 and 3.C). Each Manager shall hold office until
the Member's successor shall have been elected and cualified, or until the death or dissolution of
such Member, or until his or its resignation or removal from office in the manner provided in this
Agreement or in the Act.
JA Resignations. Any Manager of the Company may resign at any time by wing
written notice to a] of the Members of the Company. The resignation of any Manager shall take
effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and,
unless othenrise specified therein. the acceptance of such resignation shall not be necessary to
make it effective.
3.5 Removal. At any special meeting of the Members called expressly for that
purpose, all or any lesser number of Managers may be removed at any time, either with or
v ithout cause, by the affirmative vote of a Majority in Interest of all the Members then entitled
to vote at any election of Managers. In case any vacancy so created shall not be filled by he
Members at such meeting, such vacancy may be filled by the Managers as provided in Section
3.6.
3.6 Vacancies. Any vacancy occurring for any reason in the Managers of the
Company may be filled by the affirmative vote of a Majority of Manages, except for a vacancy
occurring in the Managers by reason of an increase in the number of .Managers, which shall be
filled by the atitrmative vote of a Majority in interest of all the Members at an annual meeting of
Members or a special meeting ofA4embers called for that purpose.
3.7 Inspection of Books and Records. Any Manager shall have the right to examine
all books and records of the Company for a purpose reasonably related to such Managers
position as a Manage-.
3.8 Compensation. The compensation of the Managers of the Company shall be fixed
from time to time by anaffirmative vote of a Majority in Interest of the Members or by contract
approved by an affirmative vote of a Major'. gy in Interest of the Members, and no Manager shall
be prevented from receiving such salary by reason of the fact that he is also a Member of the
Company.
3.9 Committees of the Managers. The Managers, by resolution, may designate from
among the Managers one or more corunittees, each of which shad be comprised of one or more
of the Managers. and may dcsi�ate one or more of the Managers as alternate members of any
committee, who may, subject to any limitations imposed by the Managers, replace absent or
5

disqualified Managers at any meeting of that committee. Any such committee, to the extent
provided in such resolution or in this Agreement, shall have and may exercise all of the authority
of the Managers, subject to any restrictions contained in this Agreement or the Act
ARTICLE TV - MEETI\'GS OF MANAGERS
4.1 Place of Meeting. The Managers of the Company may hold their meetings, both
regular and special, at any place within or without the State of North Carolina,
4.2 Notice of Meetings. The first meeting of newly elected Manager shall be held
immediately following the adjournment of the annual meeting of the Members. The Managers
may otherwise meet at such intervals and at such time and place as they shall schedule. The first
meeting of Managers, and any scheduled meetings of the Managers, may be held without notice.
Special meetings of the Managers may be called at any time by no less than one-third of the then
serving Managers for any purpose or purposes. Notice of such special meetings, unless waived
by attendance or by written consent to the holding of the special meeting, shall be given at least
Eve (5) days before the date of such meeting to all Managers not calling the meeting. Notice of
such special meeting shall state that it shall be held at the principal place of business of the
Company, the date and hour of the special meeting, and its purpose or purposes. Absent the
written consent of a Majority of the'Managers to take other action, the business transacted at
suer special meeting shall be lim ted to such purpose or purposes as slated in the notice.
4.3 Action by Managers; Quorum; Voting; Action Without a Meeting.
(a) A Majority of the Managers shall be necessary- to constitute a quorum for the
transaction of business. Every act or decision done or made by a Majority of the _Managers
present at a meeting duly held at which a quorum is present shall be regarded as the act of the
company, unless a greater number is required by law or by the Articles of Organization.
(o) Managers may participate in any meeting of the iy4anagers by means of
conference telephone or similar communications equipment provided all persons participating in
the meeting can hear one another, and such Darticipation in a meeting shall constitute aresence in
person at the meeting.
(c) All votes required of Managers hereunder may be by voice vote unless a written
ballot is requested, which request may be made by any one Manager.
(d) Any action which under any pro -vision of The Act or this Agreement is to be taken
at a meeting ofthe Managers may be taken without a meeting by written consent signed by all
'Tanagers who would be entitled to vote upon such action at a meeting. Such written consent
must be kept with the records of the Company.

4.4 Adjournment. A Majority of the Managers present may adjoum any Managers'
meeting to meet again at a stated day and hour or until the time fired for the nest regular meeting
of the Managers.
ARTICLE V - MEMBERS
5.1 names and Addresses of Members. The names, addresses and Membership
Interests of the Members are as reflected in Schedule I attached hereto and made a part hereof -
which Schedule shall be as amended by the Company as of the effectiveness of any transfer or
subsequent issuance of any Membership Interest.
5.2 Admission of Members.
(a) In the case of a Person acquiring a Membership Interest directly from the
Company, the Person shall become a Member with respect to such Membership [merest on
compliance with the requirements of Article X and making the Capital Conaiburions specified in
Section 8.1.
(b) An assignee of a Membership Interest shall become a Member on compliance
with the requirements of Article X.
(c) Any Person may become a Member unless such Person lacks capacity or is
otherwise prohibited from being admitted by applicable law.
ARTICLE VI - MEEThti GS OF -NMNM RS
6.1 Annual Meetings of Members. An annual meeting of the Members will be held at
such time and date at the principal office of the Company or at such other placewithin or without
the State of North Carolina as shall be designated by the Managers from time to time and stated
in the notice of the meeting. The purposes of the annual meeting need not be enumerated in the
notice of such meeting. Failure to call an annual meeting shall have no effect on the continuation
or activities of the company, and each Member and Manager shall be deemed to have ratified
any and all otherwise appropriate actions of the company up to the date of the Meeting.
6.2 Special Meetings of Members. Special meetings of the lfembers may be called
by the Managers or by the holders of not less than ten percent (10%) of all the Membership
Interests. Business transacted at all special meetings shall be confined to the purpose or ptrposes
stated in the notice.
63 Notice of Meetings of Members. t,Vritten notice . ating the plaice, day and hour of
the meeting and, addirionaliv in the case of special meetings, stating the principal place of
business of the Company as the location and the purpose or purposes for which the meeting is
called, shall be delivered not less than ten (10) no_ more than sixty (60) days before the date of
the meeting, to each Member of record entit ed to vote at such meeting_

6A Record Date_ For the purpose of determining Members entitled to notice of or to
vote at any meeting of members or any adjournment thereof, or Members entitled to receive
payment of any distribution, or to make a determination of Members for any other purpose. the
date on which notice of the meeting is mailed or the date on which such distribution is declared,
as the case may be, shall be the record date for such determination of Members. When a
determination of Members entitled to vote at any meeting of Members has been made as
provided in this Section, such determination shall apply to any adjournment thereof
6.5 Quorum. A Majority in Interest of the Members shall constitute a quorum at all
meetings of the Members, except as otherwise provided by law or this Agreement. Once a
quorum is present at the meeting of the Members, the subsequent withdrawal from the meeting
of any Member prior to adjournment or the refusal of any Member to vote shall not affect the
presence of a quorum at the meeting. If, however. such quorum sball not be present at the
opening of any meeting of the members, the Members entitled to vote at such meeting shall have
the power to adjourn the meeting from time to time, without nonce other than announcement at
the meeting, until the hoidens of the requisite amount of Membership Interests shall be ,present or
represented.
6.6 Actions by Members Other than for Election of Managers. Except for a matter
for which the affirmative vote o_`the holders of a greater portion of the Membership lmeress
entitled to vote is requi ed by law, the Articles of Organization or this Agreement fee act of
Members shall be the affirmative vote of a Majority in Interest of all the Members represented
and voting at the meeting. All actions of the Members provided for herein may be taken by
written consent without a meeting. Any such action which may be taken by the Members
without a meeting shall be effective only if the consents are in writing, set forth the action so
taken; and are signed by Of Members eligible to vote on such action. Members may participate
in any meeting of the Member by means of a conference telephone or similar communications
equipment, provided all participating in the meeting can hear one another, and such participation
in a meeting shall constitute presence in person at me meeting.
6.7 Action by Members to Elect Managers. For purposes of voting on the election of
Managers, Managers shall be elected at any meeting of the Members at which a quorum is
present by a plurality of the Membership Luterest represented and voting at the meeting.
6.8 List of Members Entitled to Vote_ The Managers shall make, at least. ten (10)
days before each meeting of Members; a complete list of the Members entitled to vote at such
fleetin,or any adjournment of such meeting, arranged in alphabetical order, with the address of
and the Membership Interest held by each, which list, for a period of ten (10) days prior to such
meeting; shall be kept en file at the registered office of the Company and shall be subject to
inspection by any Member at any time during usual business hours. Such list sbali also be
produced and kept open at the time and place of the meeting and shall be subject to inspection of
any Member during the hole time of the meeting. However faure to comply with the
requirements of this Section shall not affect the validity of action taken at such meeting.

6.9 Registered Members. The Company shall be entitled to treat the holder of record
of any Membership Interest as the holder in fact of such Membership Interest for all purposes,
and accordingly shall not be bound to recognize any equitable or other claim to or interest in
such Membership Interest on the part of any other person, wheC'ler or not it shall have express or
other notice of such claim or interest, except as expressly provided by this Agreement or the laws
of North Carolina_
ARTICLE VII - LIMITATION OF LIABILITY AND L\DEM FICATION OF
MANAGERS AND MEMBERS
7.1 Limitation of Liability. No Manager of Member of the Company shall be liable
to the Company or its Members for monetary damages for an act or omission in such Person's
capacity as a Manager or a Member, except as provided in the Act for (i) acts or omissions which
a Manager knew at the time of the acts or omissions were clearly in conflict with the interests of
the Company, (ii) any transaction from witch a Manager derived an improper personal benefit,
or (iii) acts or omissions occurring prior to the date this provision becomes etfective. IF the Act
is amended to authorize action furher eliminating or limiting the liability of Managers and
Members, then the liability of a Manager or Member of the Company shall be eliminated or
limited to the fullest extent permitted by the Act as so amended. Any repeal or modification of
this section shall not adversely afl'ecx the right or protection of a Manager or Member existing at
the time of such reveal or modification.
7.2 Indemnification. The Company shall indemnify the Managers and Members to
the fullest extent permitted or required by the Act, as amended from time to time, and the
Company may advance expenses incurred by the ?Manager or Member upon the approval of the
Managers and the receipt by the Company of an undertaking by such Manager or Member to
reimburse the Company unless it shall ultimately be determined that such Manager or Member is
entitled to be indemnified by the Company against such expenses. The Company may also
indemnify its employees and other representatives or agents up to the fullest extent permitted
under the Act or other applicable law, provided that the indemnification in each such simat on IS
Ent approved by --embers owning a Maiority in Interest,
7.1 Other Rights. The indemnification provided by this Agreement shall: (i) be
deemed exclusive of any other rights to which a person seeking indemnification may be entitled
under any statute, agreement, vote of Members or dismte-ested Managers, or otherwise, both as
to action in official capacities and as to action in another capacity while holding such office; (i:)
continue as to a person who ceases to be a Manager or Member; (iii) inure to the benefit oftae
estate, heirs, executors, administrators or other successors of an indemnitee; and (iv) not be
deemed to create any rights for the benefit of any other person or entity.
74 Report to Members. The details concerning any action to limit the liability,
indemnify or advance expenses to a Manager, Member or other, taken by the Company shall be
reported in writing to the Members with or before the notice or waiver of notice of the next

Members' meeting or with or before the next submission to Members of a consent to action
without a meeting or- if sooner, separately cti+Jrin ninety (90) days immediately following the
date of the action.
ARTICLE VIU - CONTRI13L`ITONS TO CAPITAL AND CAPITAL ACCOUYFS: LOANS
8.1 Capital Contribution; Loans.
(a) Upon execution of this Agreement, each Member agrees to contribute cash to the
Company in the amount set forth as the Initial Capital Contribution of such Member on Schedule
I, attached hereto-
(b) If the Managers determine that the Initial Capital Contributions are insufficient to
carry out the purposes of the Company, the Managers may request that the Members make
additional contributions uu the capital of the Company. If a Maiority in Interest of the Members
approve such request, then each of the Members shall be obligated to make such additional
contributions (each an 'Additional Capital Contribution—) to the Company ratably in accordance
with such Members` then existing Membership Interest within the time period approved by the
Majority in interest of the Members. In the event any Member fails to fulfil] any commitment to
contribute additional capital (the "Defaulting Member"), the Managers may elect to aLow the
remaining Members (the "Lending Members") to contribute to the Company, pro rata by
Membership tmerest, such Additional. Capital Contribution. All amounts so contributed by the
Lending Members shall be considered a loan to the Defautlting Member beating interest at the
prime rate, as set out in the Wall Steet Journal on the date of the loan, plus three percent (3%)
simple interest, until repaid. In addition, until all of such loans are repaid by the Defaulting
Member, all distributions from the Company which woad have been paid to the Defaulting
Member shall be paid to the Lending Members in proportion to the then outstanding interest and
principal of such loans.
(c) No Member wall be paid interest on any Capital Cont-ribution to the Company.
(d) In addition to the loans to the Defaulting ,Member provided for in Section S.l(b)
above, upon approval of (Ile terms thereof by the Managers, any Member may make a loan to the
Company upon commercially reasonable terms. Loans by a Member to the Company shall not
be considered Capital Contributions.
8.2 Capital Accounts.
(a) The Company shall maintain a separate capital account (each a "Capital
Account"1 for each Member pursuant to the principles of this Section 8.2 and Treasury
Regulation Section 1.704-1(b)(2)(iv). The fnirial Capital Account of each Member shall be the
Initial Capital Contribution of such -.Member- Such Capital Account shall be increased by (i) the
amount of the subsequent Capital Contributions of such Member to the Company under Section
S. i and (ii) such Member's allocable share of Company income and Net Income pursuant to
10

Section 9.1. Such Capital Account shall be decreased by (i) the amount of cash distributed to the
Member by the Company pursuant to Section 9.2 and (ii) such Members allocable share of Loss
and Net Loss pursuant to Section 9.1.
(b) The provisions of this Section 2 and other portions of this Agreement relating to
the proper maintenance of Capital Accounts are designed to comply with the requirements of
Treasury Regulation Section 1.704-1(b). The Members intend that such provisions be
interpreted and applied in a manner consistent with such Treasury Regulations. The Managers
are authorized to modify the manner in which the Capital Accounts are maintained if the
Managers determine that such modification (i) is required or prudent to comply with the
Treasury Regulations and (ii) is not likely to have a material effect on the amounts distributable
to any Member upon the dissolution of the Company.
83 Withdrawal or Reduction of Members' Contributions to Capital.
(a) No Member shall have the right to withdraw all or any part of its Capital
Contribution or to receive any return on any portion of its Capital Contribution, except as may be
otherwise specifically provided in this Agreement. under circumstances involving a return of
any Capital Contribution; no Member shall have the right to receive property other than cash.
(b) No -Member shall have priority over any other Member, either as to the return of
Capital Contributions or as to Net Income, Net Losses or distributions; provided that this
subsection shall not apply to loans (as distinguished from Capital Contributions) which a
Member has made to the Company.
8.4 Liability of Members. No --Member shall be liable for the debts, liabilities or
obligations of the Company beyond his or its respective Initial Capital Contribution and any
Additional Capital Contriburion required of such -Member pursuant to Section 8.1(b) above.
Except as otherwise expressly provided'aerein, no --Member shall be required to contribute to the
capital of, or to loan any funds to, the Company_
ARTICLE., IX - ALLOCATIONS, DISTRIBUTIONS, ELECTIONS A\ID REPORTS
9.1 Allocations. Subject to the provisos below, for purposes of maintaining Capita
Accounts and in determining the rights of the Members among themselves, Net Income, or Net
Loss, if any, for a Fiscal Year or other period, shall be allocated to the members in proportion to
their respective Membership Interests after giving effect to all Capital Account adjustments
attribtra'ole to contributions and distributions of cash and property made during such Fiscal Year;
provided, however, notwithstanding. the provisions of the preceding clause of this Section 9.1, in
the event any Member unexpectedly receives any adjustments, allocations, or distributions
described in Treasury Regulation Sections 1.704-1(b)(2)(n)(d)(4)m, L704-1(b)(2)(ii)(d)( ), or
1.704-1(b)(2)(ii)(d)(6) items of Income shall be specialty allocated to such Member (consisting
of a pro rat -a portion of each item of Company Income, including gross income, for such year) in

an amount and manner sufficient to eliminate such deficit, if any; in such Member's Adjusted
Capital Account, as quickly as possible. The foregoing proviso is intended to constitute a
"qualified income offset" within the meaning of Section 1.704-1(b)(2)(ii)(d) of the Treasury
RegttlaCons and this proviso shall be interpreted consistently with such Treasury Rcgularion.
9.2 Distributions. The Managers shall distibute distributable Cash and other
property ar such times and in such amounts as they may determine; in their sole discretion. AL
distributions of Distributable Cash or other property shall be made to the Members in proportion
to their respective membership interests. Except as provided in Section 93, all distributions of
Distributable Cash and property shall be made at such time as determined by the Managers.
93 Limitation Upon Distributions. -No distribution shall be decla-ed and paid if
payment of such distribution would cause the Company to violate any limitation on distributions
provided in the Act.
9.4 Allocations for Tax Purposes. Except as otherwise provided herein, each item of
Income, Net income or Net Loss of the Company shall be allocated to the Members in the same
manner as such allocations are made for book purposes pursuant to Section 9.1. In tae event of a
transfer of, or other change in, an interest in the Company during a Fiscal Year, each item of
taxable income and loss shall be prorated in accordance with Section 706 of the Code; using any
convention permitted by law and selected by the Managers.
9.5 Tax Status, Elections and Modifications to Allocations.
(a) Rio withstanding any pro�rision contained in this Agreement to the contrary, solely -
for federal income tax purposes, each of the Members hereby recognizes that the Company will]
be subject to all provisions of Subchapter X of the Code; provided, however, that the filing of all
required returns thereunder shall not be construed to extend the purposes of the Company or
expand the obligations or liabilities of the Members.
(b) The Managers, in their sole discretion, may cause the Company to elect pursuant
to Section 754 ofthe Code and the Treasury Reg dations to adjust the basis of the Company
assets as provided by Section 743 or 734 of the Code and the Treasury Regulations thereunder.
T-ne Company shall make such elections for Federal income tax purposes as may be determined
by the Managers, acting in their sole and absolute discretion.
(c) The ManagtTs shall prepare and execrte any amendments to this Agreement
necessary- for the Company to comply with the provisions of Treasury Rew1_ations Sections
1.704-(b), 1.704-1 (c) and 1.704-2 upon the happening of any of the following events: (i)
incurring any liability which constitutes a "nonrecourse Lability" a defined in Treasury
Regulation Section 1.704-2(b)(3) or a "partner nonrecourse debt" as defined in Tr.asu v
Regulations Section 1.704-2(b)(4); (i) a constructive termination of the Company pursuant to
Code Section 70S(b)(1)(B); or (iii) the contribution or distribution of any property, other than
cash, to or by the Company.
_2

9.6 Tax Matters Partner. The Managers shall designate a Member seeing as a
Manager, or if there is none or if none are eligible to act, any Member, as the "tax matters
partner" for federal income tax purposes. The tax matters partner is authorized and required to
represent the Company in connection wirh all exarni„a;ions of the Company's affairs by tax
authorities, including resulting administrative and judicial proceedings, and to expend Company
funds for professional services and costs associated thermAdtE The tax matters partner shall have
the final decision making authority with respect to all Federal income tax matters involvng the
Company. The Members afire to cooperate with the tax matters partner and to do or refra n
from doing any or all things reasonably required by the tax matters partner to conduct such.
proceedings. Any direct out-of-pocket expense incurred by the tax matters partner in carrying
out his obligations hereunder shall be allocated to and charged to the Company as an expense of
the Company for which the Lax matters partner shall be reimbursed.
9.7 Records and Reports. At the expense of the Company, the Managers shall
maintain records and accounts of all operations and expenditures of the Company. The
Company shall keep at its principal place of business the records required by the Act to be
maintained there.
9.8 Books of Account_
(a) The Company shall maintain the Company's books and records and shall
determine all items of Income; Loss, Net Income and Net Loss in accordance with the method of
accounting selected by the Managers, consistently applied. All of the records and books of
account of the Company, in whatever form maintained, shall at all times be maintained at the
principal office of the Company and shall be open to the inspection and examination of the
Members or their representatives during reasonable business hours. Such right may be exercised
Lhrough any agent or employee of a I --r designated by it or by an attorney or independent
certified public accountant designated by such Member. Such Member shall bear all expenses
incurred in any examination made on behalf of such Member.
(b) AiI expenses in connection with the keeaing of the books and records of the
Company to file a Federal income tax return and all other tax returns required to be filed by the
Company for each Fiscal Year or part thereof, and shall provide to each person who at any time
during the Fiscal Year or part thereof, and shall pro -vide to each person who at any time during
the Fiscal Year was a -Member with an annual statement (including a copy of Schedule K-1 to
Internal Revenue Service For 1065) indicating such Member's share of the Company's income,
loss gain, expense and other items relevant for Federal income tax purposes. Such annual
statement may be audited or unaudited as required by the Managers.
9_I0 Bank Accounts. The bank account or accounts of the Company shall be
maintained in tte bank approved by the _Managers. The terms governing such accounts shall be
determined by the Managers and withdrawals from such bank accounts shall Drily be made by
such parties as may be approved by the Managers.
-3

ARTICLE X - TRA SFERABMFTY OF MEMBERSHIP INTERESTS; AllMISSIO1�r OF
MEMBERS
10.1 Transferability of Membership Interests. The term 'transfer" when used in this
Agreement with respect to a Membership Interest includes a sale, assignment, gift, pledge,
exchange or other disposition. A Member shall not at any time transfer its Membership Interest
except in accordance with the conditions and limitations set out in Section 102. Any transferee
of a Membership Interest by any means shall have only the rights, powers and privileges set out
in Section 102 or otherwise provided by law and shall not become a Member of the Company
except as provided in Section 10.4.
10.2 Restrictions on Transfers of Membership Interests. 2UI or part of a Membership
Interest may be transferred only with the prior written approval of a Majority of the Managers,
which approval may be granted or denied in the sole discretion of the Managers. The Managers
shall not so consent unless the proposed transferee shall have furl ished the Company with an
opinion of counsel, satisfactory- in form and substance to such Managers, that neither the offering
nor the proposed transfer will violate any Federal or applicable state securities law, and that
neither such offering or proposed transfer will not adversely affect the Company from being
taxed as a partnership for Federal income tax purposes.
10.3 Rights of Transferee. Unless and until admitted as a Member of the Company in
accordance with Section 10.4, the transterce of a Membership Interest shall not be entitled to aay
of the rights, powers, or privileges of a Member, except tha the transferee shall be entitled to
receive the distributions and allocations to which the Member would be entitled but for the
transfer of his Membership Interest.
10.4 Admission of Transferecs as Members. A transferee of a Membership Interest
may be admitted as a Member of the Company upon furnishing to the Company all of the
following:
(a) The written consent o:" all the ---Members;
(b) The acceptance, in a form satisfactory to a Majori} of the Nlanagers, of all the
terms and conditions of this Agreement; and
(c) Payment of such reasonable expenses as the Company may ncur in connecion
with his admission as a Member.

10.5 Admission of New Members. New Members to the Company may only be
admitted with the unanimous consent of the Members, upon compliance with all terms specified
by the Managers and upon receipt by the Company of an opinion of counsel satisfactory in form
and substance to a Majority of the Managers, $bat neither the offering nor the proposed sale of
the Membership Interest will «olate any Federal or applicable state securities law and that
neither such offering or sale will adversely affect the Company from being taxed as a partnership
for Federal income tax purposes.
ARTICLE XI-➢ISSOLU?IO\ AND TERMINATION
11.1 Withdrawal. Except as otherwise provided in this Agreement, no Member shall at
any time retire or withdraw from the Company or withdraw any amount out of his Capital
Account Any Member retiring orwitbdra>wing in coneavendon of this Section I1.1 shall
indemnify, defend and hold harmless the Company and all other Members (other than aMember,
who is, at the time of such withdrawal, in default under this Agreement) from and against any
losses, expenses, judgmens, fines, settlements or damages suffered or incurred by the Company
or any such other Member arising out of or resulting from such retirement or withdrawal.
112 Dissolution.
(a) The Company shall be dissolved upon the first of the following to occur:
(i) When the period fixed for the duration of the Company in the Articles of
Organization shall.expire;
(ii) Upon the election to dissolve the Company by all of the Members;
(iii) Upon the happening of any event of withdrawal (as defined in the !act)
with respect to any Member, unless there is at least one remaining
Member and the business of the Company is continued by the written
consent of all of the remaining :Managers or the %vvitten consent of the
remaining Members holding a Majority in interest within ninety (90) days
of the action by or affecting the withdrawing lblember; or
(iv) The entry of a decree ofjudicial dissolution or the issuance of a certificate
for administrative dissolution trader the Act
(b) Upon dissolution of the Company, the business and affairs of the Company shall
terminate and be wound up, and the assets of the Company shallbe licfaidated under this Article
XT.
(c) Dissolution of the Company shall be effective as of the day on which the event
occurs giving rise to the dissolution, bur the Company shall not -,crminate tmtil there has been a
winding up of the Compar_y's business and affairs, and the asses of the Company have been
distributed as provided it. Section 11.3.

(d) Upon dissolution of the Company, the Managers may cause any part or all of the
assets of the Company to be sold in such manner as the Managers shall determine in an effort to
obtain the best prices for such assets; provided, however, that the Managers may distribute assets
of the Company in kind to the rtilembers to the extent practicable_
11.3 Articles of Dissolution_ Upon the dissolution and commencement of the winding
up of the Company, the Managers shall cause Articles of Dissolution to be executed on behalf of
the Company and fled with the Secretary of State, and a Manager or authorized Member shall
execute, acknowledge and file any and all other i nsrn=mcuts necessary or appropriate to reflect
the dissolution of the Company.
11.4 Distribution of Assets Upon Dissolution. In settling accounts after dissolution,
the assets of he Company shall be paid in the following order:
(a) First, to creditors, in the order of priority as provided by law, except those to
Members on account of their Capital Contributions;
(b) Second, an amount equal to the then remaining credit balances in the Capital
Acco.mts of the Members shall be distributed to the \Members in proportion to the amount of
such balances; and
(c) Third, any remainder shaL be distributed to the Members of the Company, pro
rata, to their respective Membership In!erests.
11.5 Distributions in Kind. If any assets of the Company are distributed in kind, such
assets shall be distributed to the Members entitled thereto as tenants -in -common in the same
proportions as the Members would have been entitled to cash distributions if such property had
been sold for cash and the net proceeds thereof distributed to the Members. In the event that
distributions in kind are made to +he Members upon dissolution and liquidation of the Company,
the Capital Account balances of such Members shall be adjusted to reflect the Members'
allocable share of gain or loss which would have resulted if the distributed property had been
sold at its fair market_ value.
ARTICLE XII - MISCELLANEOUS PROVISIONS
12.1 Competing Business. Except as otherwise expressly prodded in this Agreement
or the Act neither the Managers nor the Members, nor any of their shareholders, directors,
officers, employees, partners, agents, family members or affiliates, shall be prohibited or
restricted in any way Iom investing in or conducting, either directly or indirectly, and may
invest in and/or conduc, either directly or indirectly, businesses of any nature whatsoever,
including he owne-ship and operation of business or properties similar to or in the same
geographical area as those hold by the Company. Except as otherwise provided in this
Agreement or the Act any investment in or conduct of any such businesses by any such person
1'c

or entity shall not give rise to any claim for an accounting by any Member or the Company or
any right to claim any interest therein or the profits therefrom.
122 Member Representations and Agreements. 1`Totwithstanding anything contained
in this Agreement to the contrary, each Member hereby represents and warrants to the Company,
the Managers and to each other that: (a) the Membership Tnterest of such Member is acquired
for investment purposes only, for the Member's own account, and not with a view to or in
connection with any, distribution, reoffer, resale or other disposition not in compliance with the
Securities Act of 1933, as amended, and the -rules and regulations thereunder (the "1933 Act')
and applicable state securities laws; (b) such Member, alone or together with the Member's
representatives, possesses such expertise, knowledge and sophistication in financial and business
matters generally, and in the type of transactions in which the Company proposes to engage it.,
particular, that the Member is capable of evaluating the merits and economic risks of acquiring
and holding the Membership Interest and the Member is able to bear all such economic risks now
and in the fittttre; (c) such Member has had access to all of the information with respect to the
Membership Interest acquired by the Member under this Agreement that the \ ember deems
necessary to make a complete evaluation thereof and has had the opportunity to question the
other Members and the bianagen (if any) concerning such Membership Interest; (d) such
Member's decision to acquire the Memhership late,est for investment has been based solely upon
the evaluation made by the Member. (e) such Member is aware that the Member must bear the
economic risk of an investment ;n the Company for a indefinite period of time because
Membership Interests have not been registered under the 1933 Act or tinder the securities laws of
various states aad. herefore, cannot be sold unless such Membership interests are subsequently
registered under the 1933 Act and any applicable state securities laws or an exemption from
registration is available; (f) such Member is aware that only the Company can tare action to
register Membership Interests and the Company is under no such obligation and does not
propose to attempt to do so; (g) such !Member is aware that this Agreement provide restrictions
on the ability of a member to sell, transfer, assign, mortgage, h;Tothccate or otherwise encumber
the Member's Membership Interest; (h) such Member agrees that the Member will truthfully and
completely answer all questions, and make all covenants, that the Company or the -Managers
may, contemporaneously or hereafter, ask or demand for the purpose of establishing compliance
with the 1933 Act and applicable state securities laws; and (i) if that Member is an organization,
that _t is duly organized, validly existing, and in good standing under the laws of its state of
organization and that n has fall organization power and authority to execute and agree to this
Agreement and to perform its obligations hereunder.
12.3 Notice.
(a) All notices, demands or requests provided for or permitted to be given pursuant to
this Agreement must be in wrung.
(b) All notices, demands or requests to be sent to anv Manager or Member pursuant
to this Agreement shah be deemed to have been properiv given or served if addressed to such
person at the address as it appears on the Company records and (i) personally delivered, (ii)
17

deposited for next day delivery- by Federal Express, or other similar overnight courier services,
(E,) deposited in the United States maid: prepaid and registered or ceEded w2th return receipt
requested or (iv) transmitted via tetecopier or other similar device to the attention of such person
with receipt acknowledged-
(c) All notices, demands and requests so given shall be deemed received: (i) when
actually received, if personally delivered, deposited for next day delivery with an overnight
courier or telecopied, or (h) as indicated upon the return receipt if deposited in the United States
mail.
(d) The Managers and MMembers shall have L`e right from time to time, and at any
time during the term of this Agreement, to change their respective addresses by delivering to the
other parties written notice of such change in the manner prescribed in Section I23(b).
(e) All distributions to any Member shall be made at the address at which notices are
sent unless otherwise specified in writing by any such Member.
12.4 No Action. No Member shall have any right to maintain any actiou for partition
with respect to the property of the Company.
12.5 Amendments. This Agreement or the Articles of Organization may only be
amended or modified'oy a waiting executed and delivered by each of the Members.
12.6 Power of Attorney. Each Member hereby makes, constitutes and appoints each
elected Manager as may be serving from time to time, severally, with full power of substitution,
as the Member's true and lawful attorney -in -£act, for such Member and in such Member's name,
place and stead and for the Member's use and benefit to sign and a6mowledge, file and records,
any amendments hereto among the Members and for the further purpose of executing and filing
on behalf of each Member, any documents necessary to constitute the conrinua`iou of the
Company, the admission or withdrawal of a Member, the qualification of the Company in a
foreign jurisdiction (or amendment to such qualification), the admission of substiture Members
or the dissolution or termination of the Company, provided such continuation, admission,
withdrawal. qualification, or dissolution and termination are in accordance with the terms or this
Agreement_
The foregoing power of attorney is a special power ofattorney coupled with an interest,
is irrevocable and shall survive the death or legal incapacity of each Member. It may be
exercised by anv one of said attorneys by listing all of the Members executing any instrument
over the signature of the attomey-in-fact acting for all of them. The power of attorney shall
survive he delivery of an assignment by a Member of the whole or any portion of his
Membership Interest. 11a those cases is which the assignee of, or the b�uccessor to, a Member
owning Membership Interest has been approved by the Members for admission to the Company
as a substitute Nfember, the power of attorney shall strtvive for the sole purpose of enabling the
Managers to execute, acknowledge and file any instrument necessary to effect such substitution_
18

This power of attorney shall not be affected by the subsequent incapacity or mental
incompetence of any Member.
12.7 Governing Law; Arbitration. This Agreement is made in Raleigh, Rake County,
North Carolina, and the rights and obligations of the members hereunder shall be interpreted,
construed and enforced in accordance with he laws of the Stare of NTorth Carolina Any dispute
arising out of or in connection with this Agreement or the breach thereof shall be decided by
arbitration to be conducted in Raleigh North Carolina in accordance with the then prevailing
commercial arbitration rules of the American Arbitration Association, and judgment thereof may
be entered in any court having jurisdiction thereof.
12.8 Entire Agreement. This Agreement, including all schedules to this Agreement, as
amended from time to time in accordance with the terms of this Agreement, contains the entire
agreement among the parties relative to the subject matters hereof.
12.9 Waiver. No consent or waiver, express or implied, by any Member to or for any
breach or default by any other Member in the performance by such other Member of his or its
obligations under this Agreement shall be deemed or construed to be. a consent or waiver to or of
any other breach or default in the performance by such other Member of the same or any other
obligations of such other Member under this Agreement. Failure on the part of any Member to
complain of any act or failure to act of any of the other Members or to declare any of the other
Members in default regardless of how, long such failure continues, shall not consrinute a waiver
by such Member of his or its rights hereunder.
12.10 Severabiliry. If any provision of this Agreement or the application thereof to any
person or circumstance shall be invalid or unenforceable to any extent, the remainder of this
Agreement and the application of such provisions to other persons or circumstance shall be
invalid or unenforceable to any extent, the remainder of this Agreement and the application of
such provisions to other persons or eircumstances shall not be affected thereby, and the intent of
this Agreement shall be enforced to the greatest extent permitted by law.
12.11 Binding Agreement. Subject to the restrictions on transferability set forth in this
Agreement, this Agreement shall inure to the benefit of and be binding upon the undersigned
Members and their respective legal representatives, successors and assigns.
12.12 Tense and Gender_ Unless the context clearly indicates otherwise, tree singular
shall include the plural and vice versa Whenever the masculine, feminine or neuter gender is
used inappropriately in this Agreement. this Agreement shall be read as if the appropriate gender
was used.
12.13 Captions. Captions are included solely for convenience of reference and if there
is any conflict between captions and the text of this Agreement, the text shall control.

"awes and Address
of Vlerabers
WilLam H. Wynn
2550 Capitoi Dr, Ste 105
Creedmoor. N1C 27522
Keith Saieed
1800 Eastwood Road, Ste 115
Wilmington, NC 28401
TOTALS
SCHEDULEI
Initial Capita( Contribution
$500.00
$500.00
$1.000.00
21
Membership Interest
50%
50%
100%

i
William H_ W3=
2550 Capitol Dr, Ste 105
Crecdmoor, NC 27522
Keith Saieed
1800 Ea_sm-ood Road, Ste 115
Wilmington, NC 28403
SCI-IEDLLE 1I
I Tanagers of the Company
22

ROY COOPER
Governor
MICHAEL S. REGAN
secretory,
Energy. Mineral &
Land Resources
ENVIRONMENTAL QUALITY
May 1, 2017
Jeff Beaudoin, current penmttee
PO Box 538
Hampstead; NC 28443
and
William H. Wvnn
Crosswind Development, Inc, proposed pennittee
PC Residential, LLC, proposed property owner
2550 Capitol Drive, Suite 105
Creedmoor, NC 27522
Subject: Notice ol'Inspectiun — Compliant /Request 1'or Additional Information
State Stormwater Application No. SNi'8 0811 t4
Hampstead Commons
Pender County
Dear Mr. Beaudoin and Mr. Wynn:
TRACY DAVIS
Dumcror
Notice of Inspection
On May L 2017, the Wilmington Regional Office of the Division of Energy, Mineral and Land Resources
(DElv1LR) inspected the subject project to determine the status of compliance with the State Stormwater
Management Permit Number SW8 081114 modified and re -issued on February 15, 2017. DEMLR file
review and site inspection revealed that the site is in,comphance with the terms and conditions of this
permit. Please find a copy of the completed form entitled "Compliance Inspection Report" attached to
this letter, which summarizes the findings of the recent inspection.
Request for Additional Information
The Wilmington Regional Office received and accepted an application to transfer the State Stormwater
Management Permit for the subject project on February 15, 2017. A preliminary in-depth review of that
information has determined that the application is not complete. The following information is needed to
continue the stormwater review:
Per Section 111.2 of the Name/Ownership Change Form, please provide a copy of the property
deed or other legal documentation supporting the property transfer to the new property owner
identified on this form, PC Residential, LLC. -
2. Per 15A NCAC 02H.1003(e): In the case of a corporation (Inc or LLC), the application must be
signed by a principal executive officer of at least the level of vice-president. Recommendation an
LLC can be manager -managed or member -managed If it is manager -managed, then the designated
manager can sign, ]fit is member -managed, then any member can sign If the designated person is not
fisted with the documentation available on the Secretary of State Corporations Database, you must
provide official documentation supporting the position. However, applications that must be signed by
another agent shall be accepted on the application only if accompanied by a letter of authorization.
Please provide documentation demonstrating the positions of the named representatives for
Crosswind Development, Inc (the developer) and PC Residential, LLC (the property owner).
Please note that this request for additional information is in response to a preliminary review. The
requested information should be received in this Office prior to June 2, 2017, or the application will be
returned as incomplete. The return of a project will necessitate resubmission of all required items,
including the application fee.
State of North Carolina 1 rnrlmninernal Quality I Energy, Atincl"al and Land Rcanman
Wilmington Regional Office 1127 Cardinal Drive Exienmon I W41mmgn.n, NC 28405
`110 79h 7715

State Stormwater Permit No SWS 081114
Page 2 of 2
If you need additional time to submit the information, please mail, email or fax your request for a tune
extension to the Division at the address and fax number at the bottom of this letter. The request must
indicate the date by which you expect to submit the required information, which shall be no later than 30
days past the original due date. The Division is allowed 90 days from the receipt of a completed
application to issue the permit.
Please reference the State assigned application number on all correspondence. If you have any questions
concerning this matter please feel free to call me at [phone] or email me at
christme.hall@ncdenr gov
Sincerely,
CRCs—t �]C-9
Christine Hall
Environmental Engineer
''GDS/canh. A\\StormwaterTermits & Projects\2008\081114 HD\2017 04 CEI_compliant add info 081114
cc Aaron Beckner, Paramounte Engineering
Wilmington Regional Office Stormwater Permit File
Stale of North Carolina 1 Lnvii onniental Quality I Lnergy.fainciel and Land Resources
Wilmington Regional Office IL7 Cardinal Drier Lxlmsmn I Wilmington NC M405
410 796 7215