NCG520017_Owner (Name Change)_20211216

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s ;.,t SCAT `,_
ROY COOPER ir -`°
Governor �l '� /`y
ELIZABETH S.BISER jv
s%`; ��'_,�" ,
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Secretory : (1.4 v;,--
S.DANIEL SMITH NORTH CAROUNA
Director Environmental Quality
PERMIT NAME/OWNERSHIP CHANGE FORM
I. CURRENT PERMIT INFORMATION:
Permit Number: NC00 G5/2/0/0/0/0 or NCG5 2/0/0/1/7 RECEIVED
1. Facility Name: Blue Bucket Entertainment&Novelties, Inc. DEC 16 2021
Cherokee Ruby & Sapphire Mine
II. NEW OWNER/NAME INFORMATION: NCDEQ/DWR/NPDES
1. This request for a name change is a result of:
X a. Change in ownership of property/company
b. Name change only
c. Other(please explain):
2. New owner's name(name to be put on permit):
Cherokee Ruby Mine LLC. Eric N Handte
3. New owner's or signing official's name and title: Eric N Handte
(Person legally responsible for permit)
Managing Member
(Title)
4. Mailing address: 145 Pueblo St City: Tavernier
State: FL_ Zip Code: 33070 Phone: [phone]
E-mail address: [e-mail]
THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION UNLESS ALL OF
THE APPLICABLE ITEMS LISTED BELOW ARE INCLUDED WITH THE SUBMITTAL.
REQUIRED ITEMS:
1. This completed application form
2. Legal documentation of the transfer of ownership (such as a property deed, articles of incorporation,
or sales agreement)
[see reverse side of this page for signature requirements]
, ---4ai. North Carolina Department of Environmental Quality 1 Division of Water Resources
11 K y.111. ) Asheville Regional Office 12090 U.S.Highway 70 I Swannanoa,North Carolina 28778
NORTH CARO,NA
Oepatlmenl e9 EnYWmrtenta70nvifty 828.296.4500

Page 2 of 2
Applicant's Certification:
I, Eric N. Handte , attest that this application for a name/ownership
change has been reviewed and is accurate and complete to the best of my knowledge. I understand that
if all required parts of this application are not completed and that if all required supporting information
and attachments are not included, this application package will be returned as incomplete.
Signature. Date: I 2.. a j`'/Go cZ
THE COMPLETED APPLICATION PACKAGE, INCLUDING ALL SUPPORTING
INFORMATION & MATERIALS, SHOULD BE SENT TO THE FOLLOWING ADDDRESS:
NC DEQ/DWR/NPDES
1617 Mail Service Center
Raleigh,North Carolina 27699-1617
Version 11/2020

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BK: CRP IIIIIflhIJIIIlIIIII11111111IIII
RRECORDED 26 2021010665 NC FEE$26.00
11-10-2021 MACON COUNTY,NC STATE OF NC
03:29:281PM TODD RABY REAL ESTATE
BY:TODD F,2FBY REGISTER OF DEEDS EXTX$500.00
REGISTER
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Revenue $500.00
THIS INSTRUMENT PREPARED BY:
APRIL L. SGRO,a licensed •
North Carolina Attorney. Delinquent
taxes, if any,to be paid by the closing
attorney to the county tax collector
upon disbursement of closing proceeds.
Please return recorded document to:
Sloan Law,PLLC PINQ
70 Iotla Street,Franklin,NC 28734
PIN: 7508126701 & 7508237283
This property is not the primary residence of Seller.
NORTH CAROLINA • ( i
MACON COUNTY
WARRANTY DEED i j •
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THIS DEED,Made this the 2°d day of November,2021,1ay MATTHEW J.MICHALIK
and wife, LISA A. MICHALIK, Grantor, and ERIC,NICHOLAS HANDTE and wife,
STEPHANIE L. HANDTE, and ZACHERY WAYNE HOLDER and wife, BETSY AIDEE
DELGADO, of 145 Pueblo Street,Tavernier,FL 33070,Grantee. The designations Grantor and
Grantee as used herein shall include said parties, their heirs, siccessors, and assigns, and shall
include singular, plural, masculine, feminine or neuter as required by context.
WITNESSETH, that the Grantor in consideration of Ten Dollars and other valuable
consideration, the receipt of which is hereby acknowledged, has by these presents does bargain,
sell and convey unto Grantee in fee simple a certain tract or parcel of land in Cowee Township,
Macon County, State of North Carolina,being more particularly described as follows:
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Being all the same lands,easements,privileges and appurtenances described in and
conveyed by the deed dated December 16, 2014, from MacEffie Gems & Land,
LLC,a North Carolina limited liability company,to Matthew J.Michalik and wife,
Lisa A.Michalik,recorded in Book N-36,Pages 2438-2443,Macon County Public
Registry,and being described therein as follows:
"Being all of the lands,tenements, easements and appurtenances conveyed by that
Deed dated September 30, 2005, from Eastern Cherokee Land, Inc., to MacEffie
Gems&Land,LLC,a North Carolina limited liability company,recorded at Book
T-29, Pages 2302-2306, Macon County Registry, ;and Being more particularly
described therein as follows:
FIRST TRACT:
"BEGINNING at an existing iron pipe located on the north side of Caler creek,
said iron pipe being the second and Northwest corner of*tract of land described
in the Deed from Eastern Cherokee Land, Inc.to Clyde W. McCrackine and wife,
Effie S. McCrackine dated October 31, 1985, recorded ihIDeed Book R-16, Page
611, Macon County Public Land Registry; runs, thence from said point of
BEGINNING,crossing the creek and with the west boundary of the tract described
in said deed, South 09 degrees 44 minutes 38 seconds West, passing an iron stake
at 182.33 feet, total distance 234.79 feet to a point in the centerline of North
Carolina State Road# 1343 (Ruby Mine Road); thence with the centerline of said
State Road the following seven (7) courses and distances: North 43 degrees 30
minutes 41 seconds West 70.84 feet; then with a curve to Ithe left with a radius of
228.38 feet, a length of 150.08 feet and a chord bearing i4id distance of North 62
degrees 20 minutes 12 seconds West 147.39 feet;North 81 degrees 09 minutes 43
seconds West 38.03 feet; then with a curve to the right'with a radius of 1408.38
feet, passing the intersection with the centerline of the existing subdivision access
road at 41.56 feet,a total length of 147.27 feet and a chord bearing and distance of
North 80 degrees 11 minutes 00 seconds West 147.21 feeti then with a curve to the
left with a radius of 797.72 feet, a length of 169.68:feet and a chord bearing and
distance of North 83 degrees 16 minutes 53 seconds West 169.36 feet;then with a
curve to the right with a radius of 889.78 feet, a length of 258.84 feet and a chord
bearing and distance of North 81 degrees 02 minutes 29 l econds West 257.93 feet;
then with a curve to the left with a radius of 1135.39 feet,la length of 87.21 feet and
a chord bearing and distance of North 74 degrees 54 minutes 29 seconds West 87.19
feet to a point in the centerline of State Road 1343i thence leaving the road, and
with a line common to the lands now or formerly owne4Iby Bryan Tallent (Deed
Book R-23, Page 1183)North 12 degrees 11 minutes 0 seconds East, passing an
iron stake at 17.35 feet, total distance 129.05 feet to a;point in the centerline of
Caler Creek;thence with the centerline of the creek the following seven(7)courses
and distances:North 60 degrees 08 minutes 40 seconds;East 15.21 feet;North 89
degrees 18 minutes 43 seconds East 63.37 feet; South 81 degrees 54 minutes 02
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seconds East 94.13 feet; South 70 degrees 27 minutes 08!seconds East 52.75 feet;
North 89 degrees 25 minutes 51 seconds East 170.00 feet; South 77 degrees 42
minutes 54 seconds East 132.58 feet; and thence South 75 degrees 30 minutes 41
seconds East 245.99 feet to a point in the centerline of the existing subdivision
access road located over a culvert and the centerline of said creek: thence leaving
the creek, South 85 degrees 31 minutes 22 seconds East;70.99 feet to an existing
iron pipe; thence South 77 degrees 23 minutes 33 seconds East 55.10 feet to the
point of BEGINNING, containing 3.38 acres, more or leiss, and being described
herein as surveyed by Larry Turlington, Registered Land urveyor, and as shown
on his unrecorded plat(Project#01-11-08100),dated December 4, 2001.
SECOND TRACT: •
"BEGINNING at an iron pipe located on the North side of Caler Creek and in the
North boundary of the lands of Effie McCrackine (Deed1Book R-16, Page 611),
said point of beginning being located North 85 degrees 19 minutes 59 seconds East
60.01 feet from the iron pipe marking the beginning corner of the lands hereby
conveyed and described above as "First Tract;" runs thence from said point of
BEGINNING,with a line common to the lands now or formerly owned by Bennett
(Book D-24,Page 300), North 16 degrees 05 minutes 17 seconds East,passing an
iron pipe at 4.97 feet,and a second iron pipe at 89.40 feet total distance 101.82 feet
to a point in the centerline of the existing subdivision access road and 30 foot wide
road right of way;thence with a line of the lands now or:formerly owned by Egan,
(Book H-19,Page 387),North 06 degrees 14 minutes 201 seconds West,passing an
iron pipe at 15.05 feet, total distance 209.34 feet to,•an existing iron stake; thence
North 89 degrees 35 minutes 58 seconds East 197.19 feet to an iron stake marking
the Northwest corner of the tract formerly conveyed;to G.J.McCrackine(Book R-
19, Page 1569);thence with the West boundary of said!tract South 09 degrees 43
minutes 10 seconds East,passing an iron pipe at 178.72;fret,total distance 191.60
feet to a point in the centerline of the existing subdivision access road and 30 foot
wide road right of way;thence with the centerline of said'r ght of way the following
twelve (12) courses and distances: North 65 degrees 3Q minutes 37 seconds East
85.38 feet; North 39 degrees 36 minutes 32 seconds East 56.74 feet; North 29
degrees 09 minutes 12 seconds East 34.67 feet; Nbrth 317 degrees 36 minutes 22
seconds East 58.17 feet;North 55 degrees 36 minutes 42 ?econds East 101.62 feet;
North 35 degrees 21 minutes 12 seconds East 74.55 feet; North 21 degrees 09
minutes 42 seconds East 37.20 feet;North 12 degrees 331minutes 32 seconds East
84.70 feet; North 03 degrees 32 minutes 32 seconds East 52.61 feet; North 12
degrees 00 minutes 02 seconds East 43.79 feet;North i19 degrees 45 minutes 12
seconds East 99.18 feet; and North 13 degrees 38 minutes 37 seconds East 87.07
feet to a point in the centerline of said access road and right of way;thence leaving
said road and right of way with a line common to the lands now or formerly owned
by Hollada(Book D-12,Page 164),North 82 degrees 04 rninutes 55 seconds West,
passing an iron pipe at 15.24 feet,total distance 91.22 feet to an iron pipe; thence
North 89 degrees 42 minutes 55 seconds West 23.96 feetto a point in the centerline
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of a second existing subdivision access road and 30 foot inrj�ide right of way;thence
with the centerline of said second road and right of way the following twelve(12)
courses and distances: North 07 degrees 45 minutes 09 1seconds East 91.57 feet;
North 03 degrees 54 minutes 28 seconds West 185.55 feet; North 10 degrees 45
- minutes 32 seconds East 174.32 feet;North 00 degrees 21!minutes 32 seconds East
175.52 feet; North 35 degrees 51 minutes 02 seconds East 58.85 feet; South 65
degrees 47 minutes 16 seconds East 53.44 feet; South 321 degrees 41 minutes 16
seconds East 82.23 feet; South 49 degrees 14 minutes if seconds East 49.70 feet;
South 89 degrees 25 minutes 16'seconds East 153.94 feet; North 77 degrees 22
minutes 44 seconds East 37.53 feet; South 73 degrees 22 rkiinutes 16 seconds East
28.69 feet; South 24 degrees 20 minutes 44 seconds We 105.60 feet; and South
03 degrees 47 minutes 44 seconds West 58.94 feet to a pioint in the centerline of
said road and right of way; thence leaving the road,withltwo lines common to the
tract now or formerly owned by Grant(Book F-20,Page 133), South 29 degrees 48
minutes 46 seconds West, passing an iron pipe at 13.08 feet, total distance 213.17
feet to an iron stake; and South 70 degrees 43 minutes 08 seconds East 465.77 feet
to an iron stake located in the West boundary of the lands!now or formerly owned
by Nolen Gregory(Book E-18,Page 280);thence with a common to said tract,
South 31 degrees 02 minutes 14 seconds West 322.44 feet to an iron pipe;thence
North 80 degrees 10 minutes 06 seconds West 155.43 feet to an existing iron pipe,
comer common to Nolen Gregory(Book N-18,Page174!thence South 09 degrees
48 minutes 16 seconds West 355.30 feet to an existing iron stake, another corner
common to Gregory(Book R-21,Page 1197);thence Nort 80 degrees 12 minutes
04 seconds West 152.04 feet to an iron stake in a branch;thence with the centerline
of the branch the following four (4) courses and distances: South 03 degrees 35
minutes 03 seconds East 40.91 feet; South 03 degrees 35 minutes 03 seconds East
45.60 feet; South 01 degrees 55 minutes 09 seconds;East 59.91 feet; and South 11
degrees 59.minutes 16 seconds West 38.38 feet to an iroi stake in the centerline of
the branch;thence leaving the branch,South 76 degrees 5711minutes 23 seconds East
206.21 feet to an iron stake;thence North 78 degrees 28 thinutes 38 seconds East,
passing an iron stake at 56.12 feet,total distance 86.1 0 feet to a point in the Creek;
thence up the creek North 37 degrees 58 minutes 18,seconds East 24.29 feet to the
point of intersection of the creek with a second branch;I thence up and +ith the
centerline of said second branch the following five(5)courses and distance :North
83 degrees 27 minutes 40 seconds East 18.58 feet; South12 degrees 17 mi utes 13
seconds East 39.24 feet; South 55 degrees 04 minutes 09!seconds East 35., 2 feet;
South 45 degrees 52 minutes 38 seconds East 46.56:feet;and South 50 degrees 04
minutes 11 seconds East 49.14 feet; thence leaving the branch, and with a line
common to the lands now or formerly owned by Loretta pavis (Book C-24, Page
184), South 83 degrees 05 minutes 01 seconds West,passing an iron stake at 48.18
• feet, total distance 620.98 feet to an iron stake, corner common to Effie
MacCrackine (Book R-16, Page 611); thence with three lines common to
MacCrackine, North 68 degrees 01 minutes 10 seconds West 244.79 feet to a
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Sassafras tree;thence South 87 degrees 33 minutes 28 seconds West 189.65 feet to
an iron pipe;thence South 85 degrees 19 minutes 59 seconds West 106.68 feet to
the point of BEGINNING, containing 15.93 acres, more or less, and being
described herein as surveyed by Larry T. Turlington, Registered Land Surveyor,
and as shown on his unrecorded plat(project#01-11-08 100),dated December 4,
,• 2001.
"Party of the first part further conveys unto parties of tleI second part, their heirs
and assigns, the right to use in common with party of thel first part, its successors
and assigns and all others who now have or hereafter acquire the right to use the
same,an easement for the existing access roads, 30 feet in width,the centerlines of
which form portions of the North and West boundaries of the lands hereby
conveyed, together with the right to use all continuations and extensions thereof
leading in a generally southerly direction to the point of intersection with North
Carolina State Road 1343; provided, however, party of,the first part specifically
reserves for itself,its successors and assigns,the right to use said access roads and
. road right of ways in common with'parties of the second part, their heirs and
assigns,and particularly any portion thereof falling within the boundary of the lands
hereby conveyed. I
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"This conveyance is made subject to the rights of othersjentitled thereto to use the
existing subdivision access roads referred to above, tlie[right of way for North
Carolina State Road# 1343,and to existing easements fox electric distribution lines.
"This conveyance is subject to all easements and restrictions of record."
Together with and subject to the Shared Well Agreements as recorded Book N-36,
Pages 2444-2447,Macon County Public Registry.
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TO HAVE AND TO HOLD the aforesaid tract or,parcel of land and all privileges and
appurtenances thereunto belonging, or in anywise thereupon apprtaining,unto the Grantee in fee
simple.
AND THE GRANTOR COVENANTS with Grantee that Grantor is seized of said premises
in fee;has the right to convey the same in fee simple;that the same are free and clear from all liens
and encumbrances; and that Grantor will warrant and defend the;said title to the same against the
lawful claims of all persons whatsoever, subject to those exceptions, reservations and limitations
following the description hereinabove set forth.
*****REMAINDER OF PAGE INTENTIONALLY LEFT BLANK*****
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IN TESTIMONY WHEREOF,the Grantor has hereunto sit his hand and seal the day and
year first above written. -
Matti . .(1VI c k
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Lisa A.'Midlialik
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STATE OF NORTH CAROLINA
COUNTY OF MACON
41-1. 1 �• 5)tt���'ar's..j ,Notary Public of the aforesaid County
and State hereby certify that MLk tTHEW J. MICHALIK 04 wife, LISA A. MICHALIK
personally appeared before me this day and acknowledged the;due execution of the foregoing
instrument for the purposes therein expressed.
WITNESS my hand and Notarial seal,this the 9 day of November,2021.
(NOTARIAL SEAL)
Notar Public
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April L. Sgro
NOTARY PUBLIC My Commission Expires: 4 1
Macon County
North Carolina
My Commission Expires May 18,2g25
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Limited Liability Company Agreement of
Cherokee Ruby Mine LLC.
A Limited Liability Company
THIS OPERATING AGREEMENT (this "Agreement") of Cherokee Ruby Mine LLC., (the
"Company"), is executed and agreed to, for good and valuable consideration,by the undersigned
members (the "Members").
Formation.
A. State of Formation. This is a Limited Liability Company Operating Agreement(the "Agreement")
for Cherokee Ruby Mine LLC., a Member-managed North Carolina limited liability company
(the "Company") formed under and pursuant to North Carolina law.
B. Operating Agreement Controls. To the extent that the rights or obligations of the Members or the
Company under provisions of this Operating Agreement differ from what they would be under
North Carolina law absent such a provision, this Agreement, to the extent permitted under North
Carolina law, shall control.
C. Primary Business Address. The location of the primary place of business of the Company is:
41 Cherokee Mine Rd, Franklin,North Carolina 28734, or such other location as shall be selected
from time to time by the Members.
The Company's mailing address is:
145 Pueblo St, Tavernier, Florida 33070
D. Registered Agent and Office. The Company's initial agent(the "Agent") for service of p ocess is
-(1 VI G) 2. . The Agent's registered office is z11 C h Qe-a k f e fin i el-t a
5✓0,✓1 Ik 1;,i1 , N C 9 K 7 3 4 . The Company may change its
registered office, its registered agent, or both,upon filing a statement with the North Carolina
Secretary of State.
E. No State Law Partnership. No provisions of this Agreement shall be deemed or construed to
constitute a partnership (including,without limitation, a limited partnership) or joint venture, or
any Member a partner or joint venturer of or with any other Member, for any purposes other than
state tax purposes.
II. Purposes and Powers.
A. Purpose. The Company is created for the following business purpose:
Cherokee Ruby Mine LLC. will provide a gem mining experience for visitors.
B. Powers. The Company shall have all of the powers of a limited liability company set forth under
North Carolina law.
C. Duration. The Company's term shall commence upon the filing of an Articles of Organization and
all other such necessary materials with the state of North Carolina. The Company will operate
until terminated as outlined in this Agreement unless:
1. The Members vote unanimously to dissolve the Company;

2. No Member of the Company exists,unless the business of the Company is continued in a
manner permitted by North Carolina law;
3. It becomes unlawful for either the Members or the Company to continue in business;
4. A judicial decree is entered that dissolves the Company; or
5. Any other event results in the dissolution of the Company under federal or North Carolina
law.
III. Members.
A. Members. The Members of the Company(jointly the "Members") and their Membership Interest
at the cime of adoption of this Agreement are as follows:
Eric N Handte, 50%
Zachery Holder, 50%
B. Initial Contribution. Each Member shall make an Initial Contribution to the Company. The Initial
Contributions of each shall be as described in Attachment A, Initial Contributions of the Members
No Member shall be entitled to interest on their Initial Contribution. Except as expressly provided
by this Agreement, or as required by law, no Member shall have any right to demand or receive
the return of their Initial Contribution. Any modifications as to the signatories'respective rights
as to the receipt of their initial contributions must be set forth in writing signed by all interested
parties.
C. Limited Liability of the Members. Except as otherwise provided for in this Agreement or
otherwise required by North Carolina law, no Member shall be personally liable for any acts,
debts, liabilities or obligations of the Company beyond their respective Initial Contribution,
including liability arising under a judgment, decree or order of a court. The Members shall look
solely to the Company property for the return of their Initial Contribution, or value thereof, and if
the Company property remaining after payment or discharge of the debts, liabilities or obligations
of the Company is insufficient to return such Initial Contributions, or value thereof, no Member
shall have any recourse against any other Member except as is expressly provided for by this
Agreement or as otherwise allowed by law.
D. Death, Incompetency, Resignation or Termination of a Member. Should a Member die,be
declared incompetent, or withdraw from the Company voluntarily or involuntarily,the remaining
Members will have the option to buy out that Member's Membership Interest in the Company. If
a Member is removed involuntarily, it must be by vote recorded in the official minutes. If a
Member resigns, they should submit a notarized resignation letter to the Registered Agent.
Should the Members agree to buy out the Membership Interest of the withdrawing Member, that
Interest shall be paid for proportionately by the remaining Members, according to their existing
Membership Interest and distributed proportionately among the remaining Members. The
Members agree to hire an outside firm to assess the value of the Membership Interest.
The Members will have 90 days to decide if they want to buy the Membership Interest together
and disperse it proportionately. If all Members do not agree to buy the Membership Interest,
individual Members will then have the right to buy the Membership Interest individually. If more
than one Member requests to buy the remaining Membership Interest, the Membership Interest
will be paid for and split proportionately among those Members wishing to purchase the

Membership Interest. If all Members agree by unanimous vote, the Company may choose to
allow a non-Member to buy the Membership Interest thereby replacing the previous Member.
If no individual Member(s) finalize a purchase agreement by 90 days, the withdrawing Member,
or their estate, may dispose of their Membership Interest however they see fit, subject to the
limitations in Section III (E)below. If a Member is a corporation, trust,partnership, limited
liability company or other entity and is dissolved or terminated, the powers of that Member may
be exercised by its legal representative or successor.
The name of the Company may be amended upon the written and unanimous vote of all Members
if a Member withdraws, dies, is found incompetent or is terminated.
E. Creation or Substitution of New Members. Any Member may assign in whole or in part its
Membership Interest only after granting their fellow Members the right of first refusal, as
established in Section III (D) above.
1. Entire transfer. If a Member transfers all of its Membership Interest,the transferee shall
be admitted to the Company as a substitute Member upon its execution of an instrument
signifying its agreement to be bound by the terms and conditions of this Agreement. Such
admission shall be deemed effective immediately upon the transfer, and, simultaneously,
the transferor Member shall cease to be a Member of the Company and shall have no
further rights or obligations under this Agreement.
2. Partial transfer. If a Member transfers only a portion of its Membership Interest, the
transferee shall be admitted to the Company as an additional Member upon its execution
of an instrument signifying its agreement to be bound by the terms and conditions of this
Agreement.
3. Whether a substitute Member or an additional Member, absent the written consent of all
existing Members of the Company, the transferee shall be a limited Member and possess
only the percentage of the monetary rights of the transferor Member that was transferred
without any voting power as a Member in the Company.
F. Member Voting.
1. Voting power. The Company's Members shall each have voting power equal to their share
of Membership Interest in the Company.
2. Proxies. At all meetings of Members, a Member may vote in person or by proxy executed
in writing by the Member or by his duly authorized attorney-in-fact. Such proxy shall be
delivered to the other Members of the Company before or at the time of the meeting. No
proxy shall be valid after eleven months from the date of its execution,unless otherwise
provided in the proxy.
G. Duties of the Members. The Members shall cause the Company to do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,rights (charter and
statutory) and franchises. The Members also shall cause the Company to:
1. Maintain its own books, records, accounts, financial statements, stationery, invoices,
checks and other limited liability company documents and bank accounts separate from
any other person;
2. At all times hold itself out as being a legal entity separate from the Members and any
other person and conduct its business in its own name;

3. File its own tax returns, if any, as may be required under applicable law, and pay any
taxes required to be paid under applicable law;
4. Not commingle its assets with assets of the Members or any other person, and separately
identify,maintain and segregate all Company assets;
5. Pay its own liabilities only out of its own funds, except with respect to organizational
expenses;
6. Maintain an arm's length relationship with the Members, and, with respect to all business
transactions entered into by the Company with the Members, require that the terms and
conditions of such transactions (including the terms relating to the amounts paid
thereunder) are the same as would be generally available in comparable business
transactions if such transactions were with a person that was not a Member;
7. Pay the salaries of its own employees, if any, out of its own funds and maintain a
sufficient number of employees in light of its contemplated business operations;
8. Not guarantee or become obligated for the debts of any other person or hold out its credit
as being available to satisfy the obligations of others;
9. Allocate fairly and reasonably any overhead for shared office space;
10. Not pledge its assets for the benefit of any other person or make any loans or advances to
any person;
11. Correct any known misunderstanding regarding its separate identity;
12. Maintain adequate capital in light of its contemplated business purposes;
13. Cause its Members to meet or act pursuant to written consent and keep minutes of such
meetings and actions and observe all other North Carolina limited liability company
formalities;
14. Make any permitted investments directly or through brokers engaged and paid by the
Company or its agents;
15. Not require any obligations or securities of the Members; and
16. Observe all other limited liability formalities.
Failure of the Members to comply with any of the foregoing covenants shall not affect the status
of the Company as a separate legal entity or the limited liability of the Members.
H. Fiduciary Duties of the Members
1. Loyalty and Care. Except to the extent otherwise provided herein, each Member shall
have a fiduciary duty of loyalty and care similar to that of members of limited liability
companies organized under the laws of North Carolina.
2. Competition with the Company. The Members shall refrain from dealing with the
Company in the conduct of the Company's business as or on behalf of a party having an

interest adverse to the Company unless a majority,by individual vote, of the Members
excluding the interested Member, consents thereto. The Members shall refrain from
competing with the Company in the conduct of the Company's business unless a majority,
by individual vote, of the Members excluding the interested Member, consents thereto. In
the event that a Member is the sole Member of the Company, no vote shall be required.
3. Duties Only to the Company. The Member's fiduciary duties of loyalty and care are to the
Company and not to the other Members. The Members shall owe fiduciary duties of
disclosure, good faith and fair dealing to the Company and to the other Members. A
Member who so performs their duties shall not have any liability by reason of being or
having been a Member.
4. Reliance on Reports. In discharging the Member's duties, a Member is entitled to rely on
information, opinions, reports, or statements, including financial statements and other
financial data, if prepared or presented by any of the following:
i. One or more Members or employees of the Company whom the Member reasonably
believes to be reliable and competent in the matters presented.
ii. Legal counsel, public accountants, or other persons as to matters the Member
reasonably believes are within the persons'professional or expert competence.
iii. A committee of Members of which the affected Member is not a participant, if the
Member reasonably believes the committee merits confidence.
I. Waiver of Partition: Nature of Interest. Except as otherwise expressly provided in this
Agreement, to the fullest extent permitted by law, each Member hereby irrevocably waives any
right or power that such Member might have to cause the Company or any of its assets to be
partitioned, to cause the appointment of a receiver for all or any portion of the assets of the
Company, to compel any sale of all or any portion of the assets of the Company pursuant to any
applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the
dissolution, liquidation, winding up or termination of the Company. No Member shall have any
interest in any specific assets of the Company.
J. Compensation of Members. The Members shall have the authority to fix the compensation of
individual Members. All Members may be paid their expenses, if any, of attendance at meetings
of the Members, which may be a fixed sum for attendance at each meeting of the Members or a
stated salary as a Member. No such payment shall preclude any Member from serving the
Company in any other capacity and receiving compensation therefor.
K. Members as Agents. All Members are agents of the Company for the purpose of its business. An
act of any Member, including the signing of an instrument in the Company's name, binds the
Company where the Member executed the act for apparently carrying on the Company's business
or business of the kind carried on by the Company in the ordinary course, unless the Member had
no authority to act for the Company in the particular matter and the person with whom the
Member was dealing knew or had notice that the Member lacked authority. An act of a Member
binds the Company, however, even where the Member executed the act not apparently for
carrying on the Company's business or business of the kind carried on by the Company in the
ordinary course only if the act was authorized by the other Members.
IV. Accounting and
Distributions.

A. Fiscal Year. The Company's fiscal year shall end on the last day of December.
B. Records. All financial records including tax returns and financial statements will be held at the
Company's primary business address and will be accessible to all Members.
C. Distributions. Distributions shall be issued on an annual basis, based upon the Company's fiscal
year. The distribution shall not exceed the remaining net cash of the Company after making
appropriate provisions for the Company's ongoing and anticipatable liabilities and expenses. Each
Member shall receive a percentage of the overall distribution that matches that Member's
percentage of Membership Interest in the Company.
V. Tax Treatment Election.
A. Tax Designation. The Company has or will file with the Internal Revenue Service for treatment
as an S-corporation.
VI. Dissolution.
A. Limits on Dissolution. The Company shall have a perpetual existence, and shall be dissolved, and
its affairs shall be wound up only upon the provisions established in Section II (C) above.
Notwithstanding any other provision of this Agreement, the Bankruptcy of any Member shall not
cause such Member to cease to be a Member of the Company and upon the occurrence of such an
event, the business of the Company shall continue without dissolution.
Each Member waives any right that it may have to agree in writing to dissolve the Company upon
the Bankruptcy of any Member or the occurrence of any event that causes any Member to cease
to be a Member of the Company.
B. Winding Up. Upon the occurrence of any event specified in Section II(C),the Company shall
continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its
assets, and satisfying the claims of its creditors. One or more Members, selected by the remaining
Members, shall be responsible for overseeing the winding up and liquidation of the Company,
shall take full account of the liabilities of the Company and its assets, shall either cause its assets
to be distributed as provided under this Agreement or sold, and if sold as promptly as is
consistent with obtaining the fair market value thereof, shall cause the proceeds therefrom,to the
extent sufficient therefor,to be applied and distributed as provided under this Agreement.
C. Distributions in Kind. Any non-cash asset distributed to one or more Members in liquidation of
the Company shall first be valued at its fair market value (net of any liability secured by such
asset that such Member assumes or takes subject to)to determine the profits or losses that would
have resulted if such asset were sold for such value, such profit or loss shall then be.allocated as
provided under this Agreement. The fair market value of such asset shall be determined by the
Members or, if any Member objects,by an independent appraiser(any such appraiser must be
recognized as an expert in valuing the type of asset involved) approved by the Members.
D. Termination. The Company shall terminate when(i) all of the assets of the Company, after
payment of or due provision for all debts, liabilities and obligations of the Company, shall have
been distributed to the Members in the manner provided for under this Agreement and(ii) the
Company's registration with the state of North Carolina shall have been canceled in the manner
required by North Carolina law.
E. Accounting. Within a reasonable time after complete liquidation, the Company shall furnish the
Members with a statement which shall set forth the assets and liabilities of the Company as at the
date of dissolution and the proceeds and expenses of the disposition thereof.

F. Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this
Agreement, each Member shall only be entitled to look solely to the assets of the Company for
the return of its Initial Contribution and shall have no recourse for its Initial Contribution and/or
share of profits (upon dissolution or otherwise) against any other Member.
G. Notice to North Carolina Authorities. Upon the winding up of the Company, the Member with
the highest percentage of Membership Interest in the Company shall be responsible for the filing
of all appropriate notices of dissolution with North Carolina and any other appropriate state or
federal authorities or agencies as may be required by law. In the event that two or more Members
have equally high percentages of Membership Interest in the Company, the Member with the
longest continuous tenure as a Member of the Company shall be responsible for the filing of such
notices.
VII. Exculpation and
Indemnification.
A. No Member, employee or agent of the Company and no employee, agent or affiliate of a Member
(collectively, the "Covered Persons") shall be liable to the Company or any other person who has
an interest in or claim against the Company for any loss, damage or claim incurred by reason of
any act or omission performed or omitted by such Covered Person in good faith on behalf of the
Company and in a manner reasonably believed to be within the scope of the authority conferred
on such Covered Person by this Agreement, except that a Covered Person shall be liable for any
such loss, damage or claim incurred by reason of such Covered Person's gross negligence or
willful misconduct.
B. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to
indemnification from the Company for any loss, damage or claim incurred by such Covered
Person by reason of any act or omission performed or omitted by such Covered Person in good
faith on behalf of the Company and in a manner reasonably believed to be within the scope of the
authority conferred on such Covered Person by this Agreement. Expenses, including legal fees,
incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall be
paid by the Company. The Covered Person shall be liable to repay such amount if it is determined
that the Covered Person is not entitled to be indemnified as authorized in this Agreement.No
Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim
incurred by such Covered Person by reason of such Covered Person's gross negligence or willful
misconduct with respect to such acts or omissions. Any indemnity under this Agreement shall be
provided out of and to the extent of Company assets only.
C. A Covered Person shall be fully protected in relying in good faith upon the records of the
Company and upon such information, opinions, reports or statements presented to the Company
by any person as to matters the Covered Person reasonably believes are within such other
person's professional or expert competence and who has been selected with reasonable care by or
on behalf of the Company, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of
assets from which distributions to the Members might properly be paid.
D. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties)
and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person
acting under this Agreement shall not be liable to the Company or to any other Covered Person
for its good faith reliance on the provisions of this Agreement. The provisions of the Agreement,
to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at
law or in equity, are agreed by the Members to replace such other duties and liabilities of such
Covered Person.

E. The foregoing provisions of this Article VII shall survive any termination of this Agreement.
VIII. Insurance.
The Company shall have the power to purchase and maintain insurance, including insurance on
behalf of any Covered Person against any liability asserted against such person and incurred by
such Covered Person in any such capacity, or arising out of such Covered Person's status as an
agent of the Company, whether or not the Company would have the power to indemnify such
person against such liability under the provisions of Article VII or under applicable law. This is
separate and apart from any business insurance that may be required as part of the business in
which the Company is engaged.
IX. Settling Disputes.
All Members agree to enter into mediation before filing suit against any other Member or the
Company for any dispute arising from this Agreement or Company. Members agree to attend one
session of mediation before filing suit. If any Member does not attend mediation, or the dispute is
not settled after one session of mediation, the Members are free to file suit. Any law suits will be
under the jurisdiction of the state of North Carolina.
X. Independent Counsel.
All Members entering into this Agreement have been advised of their right to seek the advice of
independent legal counsel before signing this Agreement. All Members and each of them have
entered into this Agreement freely and voluntarily and without any coercion or duress.
XI. General Provisions.
A. Notices. All notices, offers or other communications required or permitted to be given pursuant to
this Agreement shall be in writing and may be personally served or sent by United States mail
and shall be deemed to have been given when delivered in person or three (3)business days after
deposit in United States mail, registered or certified,postage prepaid, and properly addressed, by
or to the appropriate party.
B. Number of Days. In computing the number of days (other than business days) for purposes of this
Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided,
however, that if the final day of any time period falls on a Saturday, Sunday or holiday on which
national banks are or may elect to be closed, then the final day shall be deemed to be the next day
which is not a Saturday, Sunday or such holiday.
C. Execution of Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be an original, and all of which shall together constitute one and the same
instrument.
D. Severability. The provisions of this Agreement are independent of and separable from each other,
and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that
for any reason any other or others of them may be invalid"or unenforceable in whole or in part.
E. Headings. The Article and Section headings in this Agreement are for convenience and they form
no part of this Agreement and shall not affect its interpretation.
F. Controlling Law. This Agreement shall be governed by and construed in all respects in
accordance with the laws of the state of North Carolina(without regard to conflicts of law
principles thereof).
G. Application of North Carolina Law. Any matter not specifically covered by a provision of this

Agreement shall be governed by the applicable provisions of North Carolina law.
H. Amendment. This Agreement may be amended only by written consent of all the Members. Upon
obtaining the approval of any such amendment, supplement or restatement as to the Certificate,
the Company shall cause a Certificate of Amendment or Amended and Restated Certificate to be
prepared, executed and filed in accordance with North Carolina law.
I. Entire Agreement. This Agreement contains the entire understanding among the parties hereto
with respect to the subject matter hereof, and supersedes all prior and contemporaneous
agreements and understandings, inducements or conditions, express or implied, oral or written,
except as herein contained.
IN WITNESS WHEREOF, the Members have executed and agreed to this Limited Liability Company
Operating Agreement, which shall be effective as of November 15, 2021.
- " 11/15/2021
By: Date:
Eric N Handte
By:
11/15/2021
Date:
Zachery Holder