240094_Application_20220627

RECEIVED
Notification of Change of Ownership
Animal Waste Management Facility
(Please type or print all information that does not require a signature)
JUN 27 2022
N In accordance with the requirements of 15A NCAC 2T .1304(c) and 15A NCAC 2T .1305(d) this form ailatil949# ation
to the Division of Water Resources (DWR) of the transfer of ownership of an Animal WastekViragement Facility. This
form must be submitted to DWR no later than 60 days following the transfer of ownership.
General Information: %� I ,,
Previous Name of Farm: t j A L► h r F�� J e ' 4n^'t' rek rt•A
Previous Owner(s) Name: kV.,f v' $ L L L
New Owner(s) Name: ! " t E- rr"6 L^L r
New Farm Name (if�a�.6 applicable): , a--44
"f i
Mailing Address: 6I �j 1 �%v' Fit 1 �-,6C.,; t9 O^ �t �a
E-mail Address: 19V ��^ 6'^61 Ua;1-'0 0u4641C ' 60 M 11
Farm Location: Latitude and Longitude: 3 t'I V 2 -, 0/11 / '7`6 ° q I i3.11' W County: / `AM
Please attach a copy of a county road map with location identified, `- and provide the location address and driving directions
below (Be specific: road names, directions, milepost, etc.): ✓6- fogt1; 71 1 Lit %Jl
51-L(t;; 114 J 116 k{a' Z Wit\ �J f t-���C^ +-r_►' a�.�-�r tl
I
Operation Description:
Type ofSwine No. ofAnimals Type of Swine No. ofAnimals
❑ Wean to Feeder 0 Gilts
❑ Wean to Finish 0 Boars
Feeder to Finish —792-0
O Farrow to Wean Type ofPoultry No. ofAnimals
0 Farrow to Feeder 0 Layer
❑ Farrow to Finish 0 Pullets
Other Type of Livestock: Number of Animals:
Facility No:4 -
Phone No: (q i:)
Phone No:J q'° � t 1 la
Type of Cattle No. of Animals
❑ Dairy
❑ Beef
Acreage Available for Application: 95
Required Acreage: 55
Number of Lagoons / Storage Ponds: J Total Capacity: I 1 . t L . Cubic Feet (ft3)
Owner / Manager Agreement
I (we) verify that all the above information is correct and will be updated upon changing. I (we) understand the operation and
maintenance procedures established in the Certified Animal Waste Management Plan (CAWMP) for the farm named above
and will implement these procedures. I (we) know that any modification or expansion to the existing design capacity of the
waste treatment and storage system or construction of new facilities will require a permit modification before the new
animals are stocked. I (we) understand that there must be no discharge of animal waste from the storage or application
system to surface waters of the state either directly through a man-made conveyance or from a storm event less severe than
the 25-year, 24-hour storm and there must not be run-off from the application of animal waste. I (we) understand that this
facility may be covered by a State Non -Discharge Permit or a NPDES Permit and completion of this form authorizes the
Division of Water Resources to issue the requiredir/permit to the new land owner.
Name of Previ us Land Owner: R 3 ra-' i"
Signature:
Name of New Land Owner: J ` 1
Li by
L1 - . Fr ,y,,,,r
Date: aa 167.01,
Signature:.
Name of Manager (if different from o ner)
- 1 Date: L l 2 (1
Signature:
Please sign and return this form to:
\1 r (\ Ccitdvq •\V lr.
— by \( P' 1 /vie ►v\
Date: ‘/zi'�
Animal Feeding Operations
N. C. Division of Water Resources
Water Quality Permitting Section
1636 Mail Service Center
Raleigh, NC 27699-1636
March 25, 2022

IIiI 111lIiji
2021004873
COLUMBUS CO. NC FEE MOO
STATE OF NC REAL ESTATE EXTX
$2886.00
�aR
08-31-2021 04:05:15 PM
KAIMIFICE H. BULLOCK
CNYtouNE rr REEVES
BK: RB 1266
PG: 755-758
NORTH CAROLINA GENERAL WARRANTY DEED
Excise Tax: $ 2 , 88 6.0 0
Parcel Identifier No. Verified by — County on the day of
By:
Mail/Boxto: JAMES W. HILL,III,PO BOX 1389,ELIZABETHTOWN,NC 28337
This instrument was prepared by: JAMES W . HILL , I II
Brief description for the Index:
, 20
THIS DEED wade this 3lst day of AUGUST
GRANTOR
RBG FARMS,L.L.C.
and
Pears W. Freedman,widow
1282 Jordan Road
Clarkton,NC 28433
, 20Z1, by and between
GRANTEE
M1 Farms LLC
425 Clark Blvd.
Elizabethtown,NC 28337
Enter in appropriate block for each Grantor and Grant: name, mailing address, and, if appropriate, character of entity, e.g.
corporation or partnership.
The designation Grantor and Grantee as used herein shall intlud. said parties, their heirs, successors, and assigns, and shall include
singular, plural, masculine, feminine or neuter as required by context.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged,
has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land
situated in the City of _ , TATUM Township, COLUMBUS
County, North Carolina and more particularly described as follows:
FOR DESCRIPTION SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN
BY REFERENCE.
The property hereinabove described was acquired by Grantor by instrument recorded in Book 113 2 page 8 9 2
A 11 or a portion of the property herein conveyed includes or X does not include the primary residence of a Grantor.
A map showing the above described property is recorded in Plat Book page
NC Bar Association Farm No. 3 ®19T6, Revised ®1/112010
Printed by Agreement with IheNC liar Association

TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privy and maces o belonging to the
Grantee in fee simple.
And the Grantor covenants with the Grantee, that Grantor is seized of the premises in fee simple, has the right to convey the same
in fee simple, that title is marketable and free and dear of all �, and that Orator will warrant and defend the title
against the lawtill claims of all persons whomsoever, other than the following each:
IN WITNESS WHEREOF, the Grantor has duly the foregoing as of the day andyear first above written.
RBG FARMS,L.L.C. PJZAkiSL$•a� (SEAL)
Name: PEARL W. FREEDMAN . WIDOW"
Nime)
By: - —
Name & Tine: LISA S S. FREEDMAN , MEMBER -MANAGE) ame:
Name & Title: Name:
By: —
Name & Title: Name'
:EAL
t_ _SEAL_
and State aforesaid, certify that
Pi i4i. i a•i Al+i , WI now personally appeared before me this day
owledged1.,e execution of the foregoing instrument for the purposes therein expressed. Witness my hand and
Nana!sorwri t ts1St day of _AUGUST
s
s—re PUBLIC E C: 8-26-2022 MEATIER B B. CAIN Notary Public
I� fission i�tpi�
(A , "a Notary's Printed or Typed Name
MO
State of NORR`H CAROLINA - County of BLADEN
1, rsignedNotary Public of the County of BLADEN and State aforesaid, certify that
. MAN personally came before me this day and acknowledged that she is the
s, o f RBG FARMS , L . L . C . , a North Carolina
State of NORTH CAROLINA - County of BLADEN
eevigned Notary Public of the County of BLADEN
a
20 21.
LISko
!•1Flia
.r. •y-------- ,and that by
---
d `�compan
a,� kand as%he act of such entity, she signed the foregoing instrument in its name on its behalf as its act and deed.
ator stamp or s this 31$tday of AUGtIST , 20a .
�t
�a'E18-26-2022 HEA B. CAIN Notary Public
My issian�
(Affix 011 cos" NORTH CAAO>uilo arne
State of - County of
and acknowledged the due execution of the foregoing instgisideandiplaspe
Notarial stamp or seal this day of omstaflot?' &re doter Date
_ -in tP- ohat m
M vet
My Commission Expires:
(Affix Seal)
NC Bar Association Porn No. 3 01976, Revised 0 1l12010
Printed by Agrcaneid with the NC Bar As5ociadan
il`"='S r
Agiciu Re? of Dieu
. =J& PitI
ame
ry Public

EXHIBIT "A"
TRACT L Lying and being in Tatum Township, Columbus County, North and
being more per described as follows:
PIN# 0213-00-99-5256-000:
To locate the beginning comer, commence on an old io shake with large pine a comer
of G.G. Willinnisrev is die edge of Reedy Bay and- on the North side of the tan in NC Rural
Road #1511, and rats Southwardly to and with the East edge of said road 874.5 het to a
concrete mommient 30 feet East of the center of said road, the said incermsent being the
beghmuag oozes BEGINNING on said monument and twining thence North 83 d 15
minutes East 1,254 feet to a cove thence South 14 degrees 10 a West
414.5 feet to a stale; thence South 5 degrees East 400 feat to a stake dime Soudt65 dates 20
minutes West 247 feet to a staiog thence South 55 degrees 55 minutes West 200 feet to a stake;
iwan South 75 degrees 45 minutes West 175 free to a stake; theme N< th 87 degas 15
minutes West 350 feetto a stuk thence South 86 degrees 38 mhntes West 300 feet to a stake is
the East of the aforeasid rural road #1511; thence Nair 0 degrees 50 minims East with
East margin of said road 1,014 feet to a concrete monument, the POINT AND PLACE OF
BEGINNING and oon1* g 26.6 ao
TRACT II: Lying and being in rattan Tom Colter Comm North Carolina, and being
muse particuladydescaedas follow
PINT# 0223-00-09-6678-000:
To locate the begixming tastier adds area oammaeoe on the ntenument, the beginning comer of
Second Tract above and ruts South 0 dues 50 West 1,420 f6et to a point lathe East
margin of the aesaid mural road #1511, theme aced= said road dirty Weed to a
cone monument of the West maigia of said RR #1511 and runs thence Sash 80 cksgrees 30
minutes West 2,289 feet and crossing another concrete mom:aneat to a pipe lathe West boundary
of the original tract thence South 8 degrees 20 minutes East 1,344 feet to an hon pipe in die
North m ggirs of'NC RR #1511; thence North 53 degrees 40 minutes East 2,708 feet and crossing
the aforesaid RR#1511 to an imply* staff thence North 71 degrees 30 nsinutes East 2,369 feet
to a pipe and lightwood stems comet; thence North 3 degrees 04 minutes West with the 0.0.
Williamson West body 1,472 to a large pine pointer, G.G. W Iliamson's cow; tie
North S8 degrees 35 mamas West 357 feet to an inn pipe comer; thence North 23 des 45
tribunes West 792 Stet to an itoa pipe on the East side of the center line of said road #1511;
once saw 71 dowses 30 minutes West 3218eet to a point in said road thence a coarse South
10 degrees Eastto a concrete monument in the South nue& *fib* aforesaid road, apt
Comm thence South 10 15 minutes East 650 feet to a stakg thence South 13 degrees
West 516 feet to a concrete monument (the Northeast corner of the above desodbed second
tract) thence South 14 degree= 10 mums West 414.5 fate to a slake thence South 5 degrees,
East 400 feet to a s e Sow 65 degmes 20 minutes West 247 feet to a
south 55 degrees 55 minutes West 200 feet to a stale thence SoMh 7S degrees 45 mirattes Wit
175 feet to a maim thence Now 87 degrees 15 minutes West 350 feet to a sang thence Sleuth
86 degrees 38 mimes West 300 het to a stake in the East margin of the mid road #1511
(the Southwest of dies aforesaid Second Tract); thence South 0 degree; 50 m�imaes West
406 feet m a pouch in the Bin margin of said road East of comae monument located on
the West suss of said rout thence crondng road Why and to the a,:. concrete
monument in the West *meet THE POINT OF 13EGINNING and coradning 107.4
acres, mom or less.
LESS AND EXCEPT that auto L14 acre pan* eland conveyed try Alice Moore Williamson
Harz'. singe, to Page 423, Columbus �utdvas, W,bydeed recordad isBoaic246,

PINt 0214-00-90-6353-000:
TRACT IQ: To locate the beginning cam, commencf on an old iron stake vrith large pine
pointers, a corer of 0.0. Williamson in the edge of Reedy Bay end on the North side of the turn
in NC real zved #1511, and ran Southvardlyto and with the East of said mad 874.5 feet to
a monument 30 feet East of the veneer of said road, the said monument being the beginning
BEGINNING on said monumed and miming North 83 devees 15 mhmtes East, 1,254
feet to a cow monumeo4 thence North 13 degrees East 516 feet to a thence North 10
degrees 15 mid West 650 feet to a concrete monument in die South margin of NC rural road
#1511; thence crossing said zurai road to a stake on the North side thereot said stake being
located South 71 degrees 30 minutes West 321 feet from an iron pipe in the North margin of said
mat thence South 71 degrees 30 minutes West 1,305 feet to an old iron stake with large pine
pointer, a corner of G.G. Williamson in the edge of Ready Bay and on the North side of the tom
of NC rural road #1511; thence South 67 degrees 35 minim West 2,777 het to a 1 74 inch iron
pipe coaxer; thence South 8 degrees 20 mimtes East 1,665 feet to an iron pipe cow in the West
boundary of the original 1i tierce North 80 degrees 30 minutes East 2,289 fed, passing
through a cotes momunent on said lase, to a concrete monument and control point in the West
margin of NC raaat road #1511; thane North 0 degrees 50 minutes East 1,420 feet to an iron
stake in the West margin of said road; thence crossing said road on a courseNorth 83 degrees 15
mimes East 60 feet to a concrete monument, control point and above described beghming
corner; thence North 0 degrees 50 minutes East 874.5 thee to the old iron stake with large pine
poiatsr, on the North side of the aforesaid rural road #1511, contsinin 1382 acres, more or less.
Being a portion oftheFirst Tract descrilyrd in Deed dated September 14,1946, area Mary Alice
Shaw, widow, to William Lloyd Hayes and wife, Mice W. Hayes, recorded in Deed Book 176,
Page 53, CCR and being a potion of the tract shown on map of survey by Isaac C. Duncan for
L.L. Brown in June, 1957, said map beiu recorded in Plat y #2, Page 36, CCR.

L1M T L LIABILITY COMPANY OPERATING ACREENENT
MI Farms LLC,
Member -Managed Limited liability Company
OPERATING AGREEMENT
THIS OPERATING AOREISMENT is madeand gyred into eve Beefier L 207A, by
and among
Byron Edwar l Mel r 1709 Greenwood St, Elizabeadown, NC 23337
(collectively reed to in tds agreement as the bers' .
SECTION 1
THE IIIVITITID LL4BILLTY COMPANY
1.1 Format/0x.Eftbctive December 1. 2020,-the Members form a limited liability company
under the name Farms LLC, (the Tommy") cm the teems andcunditiaas in this Operating
A&eem (the "Agreement") and pursuant to theLimited Liability Company Act ofthe State of
North Carolina (the "Act"). TheMembers agree to file withihe appropriate agency within the
State &North Carolinacharged-with processing and maintaining such records all won
required for the formation adze Company. The rights and obligations of the Mies are as
provided in the Act except as otherwise expressly provided in this Agreement.
t.
1.2 ire. The btsinem of -the Company will be conduce under the name M! F* its LLC, or
such other name upon which the Members may unanimously agree.
1.3.effame. The purpose of the Company is to engage in any lawful actor activity for 'which a
Limited Liability Company may be formed within the State of North Carolina
L4 Office_ .The Company will maintain its priniipal business office within the State of North
Carolina at the falowving address:
425 Clark Blvd
Elizabethtown, NC 20337

LSRegistered,4gent Byron Edw rd Idvin 111 is the Company's initial registered agent in the
State ofNorth Celina, and the registered office is at 425 Clark Blvd.
28337.
L6 Ted. The term ofthe Conway commences on January 1. 2021. and -shall continue
perpetually union sooner teuninated as provided in this Agreeaent.
1.7 Newsom, Addresses of Mom. The Members' names and achiresses aut
Byron Edward Melvin Jr. 1709 GI sod St., Elizabethtown, NC 28337
1.8 won o'Iraklion a1 Members. Except as otherwise expressly provided in this
Agreement, no additional. members may be admitted to the Company through issuance by the
company of a new interest in the Company without the prior unanimous written consent of the
Members.
SON 2
CAPITAL comsniunoNs
2.1 Initial Contrite Upon execution ofthe agreement and cornmencemert ofthe ixenpany,
the members shall make the foliowing capital contributions
McsAlw Contribution Ownership %
Byron Edward le dr. $1.00 100%
All capital contributions other than cash shall be valued at their fair market values as ofthe date
ofcontrbution
2.2 Adettiondl Contributions. No Member shall be obligated to make- any additional contribution
to the Company's capital without the prior unanimous written consent of the Members_
2.3 No Interest on ,ital Confributions. Members are not entitled to interest or other
man for or on account of their capital contnebutions to the Company except tothe
ifs, expressly provided in this Agrees.

SECTION 3
ALLOCATION OF PROFITS AND LOSSES; DISTRIBIITIONS
3.1 Pr ofit&i Far dal- accounthrg and tax , the Company's net profits or get
losses shall be tenmined or an annual basis and shall be allocated to the Members in proportion
to each Mamba's relative capital interest in the Company as set forth in Section 2 as amended
from time to time in accordance with LT.S. Department of the Treasury Reglilatioxi 1_704-1.
3.2 Disfributions. The Members shall one and clianInne available funds annually *rat
more fegtaaat intervals as they see fa, Available funds, as referred to herein, shall mean the net
cash of the Company available after appropriate ,vision for expenses and liabilities, as
debwinned by the Managers. Dista utions in liquidation of the Company or in liquidation of a
Menbez s interest shad% be made in. accordance a with the positive capital account balances
pu rarant to US. Department of the Treasury ration 1.7O4.4bx2Xii)(bX2). To the extent a
Member shall have a negative capital account t balance, there shall be a qualified income offset, as
set forth in US. Deparbnent of the Treasury Regulation 1.704.1(bX2)(iixd).
3.3 No Right toDemand Raton 4raptial No -Member has any right to any return of capital or
other distriibudon exceptas expressly provided in this Agreement No Member -has any drawing
account in the Company.
SECTION 4
INDEMNIFICATION
The Convoy shall indemnify any person -was or is a ply defendant or is threatened to be
made a party defendant, ping or completed action, suit or proceeding, ng, whether civil, aiming,
administrative, or investigative (other than an action by or in the right ofihe Company) by
rem ofthi: fatthat he is or was a Member of the Company, Manager, employee or agent of
the Company, or is or was saving at the request &the Company, against expenses (mclucling
attYrney's fees), judgments, fines, and amounts paid in settlement actually and reasonably
Warred in connection with such action, suit or pry Ware Members determin e-ihat he
acted in good faith and in a manner he reasonably believed to be inn or not opposed to the best
intaest of the Company, and with respect to any teal action pnwearm& has no flammable
cause to believe histher conduct was unlawful. The taminafion of any anion, suit, or proceeding
by judgment, order, settlement; conviction, or upon a plea of *no io Contendere" or its
equivalent, shalt not in itselfcreate a pion that the person did or did not act is good faith
and Ina mums which he teasonably believed to be in the best interest of the Company, and,
with respect to anyt-rimirtal act or fig: had reasonable cue to believe that hiska-
concluct
was lawful

SECTION 5
POWERS AND DIMES OF MANAGERS
5.1 Managemertr of Cry.
5.1.1 The Munbets, within the authority granted by the Act and the terms of this Agreement
shalt have the complete power and authority to manage and operate the Company and make all
decisions affecting its business and affairs:
5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating -to
the management and operation of the Company shall be made and executed by a Majority in
intst of the Members.
5.13 Third d panics deafing with the Company shall be entided to rely conclusively upon the
power -and authority of a Majority in Interest of the Members to manage and operate -the business
and affairs of the Company.
5.2 byAdembers. Whenever in ibis Agreement rettrenceis made tothe decision,
consent, appal, judgment, or action of the Members, unless otherwise expressly provided in
this Agreement, such decision, consent, approval, jud,prent, or action shall mean. a Majority of
the Members.
5.3 Weal by aMember. AMeiriber has no power to withdraw from the Company, except
as otherwise provided in Section 8.
SECTION 6
SALE, REIMBURSEMENT, AND PAYMENT OF EXPENSES
6.1 OrgerizationElpenses. All experses incurred scutwith motion ofthe
Company will be paid by the Company.
62 Salary. No salary will be paid to a Member for the performance of his ar her duties under this
Agreement unless the salary has -bin approved in writing by a Majority ofthe Members.
6.3 Imgal one Ateatagirig Services The Company may obtain legal and accounting services to
the extent reasonably necessary for the conduct ofthe Company's business.
SECTION 7
ROOKS OF ACCOUNT, .A.0 TING REPORTS, TAX RETURNS,
FECAL YEAR, RANKING
7.1MetharlofAccou inn The -Company will use themethod offing previously
detennined by the Members for financial reporting and tax putpcses.
72 Fiscal Year; Taxable Year. The fiscal year writhe taxable year of the Company is the
calendar year.
7.3 Copitaldlecounts. The Company will maims a Capital Account for eat Member on a
cumulative basis in accordance with federal income tax accounting principles.
7.4 Banking All funds ofthe Company will be deposited in a separate bank account or in an
account or accounts of a savings and loan association in the name of the Company as determined

by a Majority ofiho Membcta. Company funds will be invested or deposited with an institution,
the accounts or deposits of which are insured or guaranteed by an agency of the United States
government.
SECTION 8
TRANSFER OF MEMBERSHIP INTEREST
8.1 Sege or Emzenbrance Prohibited. Except ea otherwise permitted in this Agreement, no
Member may voltmtaniy or hivolumtarcly transfer; sell, convey, encumber, pledge, assign, or
otherwise dispose of (may, 'der") an interest in the Company without the pater
written consent of a majority afthe odes- nontransferring Members determined on a per capita
basis.
8.2 Night Refined. Notwithstareling Section B.I, a Member may transfer all or any part of
the Member's interest in the Comfy (the motet**) as fellows
8_2.1 The h4ember desiring to transfer his or her hmtrest foist must provide written notice (the
'Notice') to the other Members, specifying the price and terms on whichthc Member is prepared
to sell the Interest (the *Offal.
8.2.2For apeniod of30 days after receipt of the Notice. the Members may mall, butnc
less than all, oldie Interest atthe price and under the terms specified in the. Offer. If the -other
Member desiring to acquire the Interest catmot agree among Wives on the allocation of the
Interest among them, the allow will beproportional to the dip Inters of those
Members desiring to acquire the Inn.
8.2.3 Closing of the sale of the Interest will occur as stated. ire the Offer; provided, however, that
the dosing will not be less than 45 days after expiration of the 30-day notice period
8.2.4Ifthe .other Members fail or refuse to notify the transferring Member of their desire to
acquire all of the Interest proposed to be transferred within the 30-day period following receipt
of the Notice, then the Members will be domed to have waived theirright_ta acquire the Interest
on the terms descrilnd in the Offer, and the transferring Member may sell .and convey the
Inter consistent with the Offer to any other person or entity; provided, however, that
notwithstanding anything in Section 8.2 to ibe cagy, should the sale to a third person be at a
padre era- on tams fleet are -more favorable to the purchaser than stated in the Offer, then the
transferring Member must ceder the sale of the Interest to the remaining Members at that -other
price or other teems; wovided, finthee that if the sale to a third perscm is actclosedwithin six
months after the expiration of the30-day period 'be above, then the provisions of diem
8.2 wall again apply to the Interest proposed to be sold or conveyed.
8.2.5 Notwithstanding the foregoing provisions of Section 8.2, should the sole rig
Member be -to and elect to acquire all the Intaests of caherMembers oftheCompany
in accordance with the provisions of Section 8.2, the acquiring Member may assign the rightto
acquire the Interests to a, spoicse, lineal descendent, or an affiliated entity if the assignment is
reasonably believed to be necessary m cxm�ie the ewistence of the Company as a limited
liability company.
83 Subsiituiedpwiies. Any transfer in which the Try becomes a folly substituted
Member is not permitted unless and until:

(1)The error and assignee execute and do fiver to the Company the dbiuments and
instruments of -conveyance necessary or appropriate in the opinia l o€counsel to the Company to
effect die transfer and toccnfam the agreement ofthe perntitted alto be boon :by the
provisions ((This Agreement; and
(2) The transferor furnishes to the Company an opinion ofcarnal, satisfactory to the Company,
that the frees will not cause the Cow to terminate for federal income tag purposes or that
any tenninafion is not adverse to the Company or the other Members.
8.4 Dee" eery, orb of Menthe. On the doh, adjurficated incompetence, or
bankruptcy of a Member, unless the Company exercises its rights under Section 8.3, the
succor in interest to the Member (whether an estate, bankruptcy tie, or otherwise) will
receive only the economic right toteraive distributions whenever made by the Company and the
Member's allocable share of taxable ineo me . gain, loss, deduction, and credit (the 'comic
Right?) unless and until a majority the other Members determined on a per eta basis admit
the wee as a fully substituted Member in accordance with the provisions of Sec tmc 8.3.
8.4.1 Any transff T o f Ecenonic Rights pen' .to Section 8.4 will not include any rightto
participate in moment of the Company, including any right to vie, consent to, and will not
include any right to infonnation cn the Cry or its moons or fonancial contrition.
Fodlowireg any transfer of only the Ea:manic Rights of a.Member's Ind in the Company the
transferring Members power and tight to vote or any matter submitted to the
Members will be eliminated, and the Owne ip-Intermits of the remaining Members, fog
purposes only of such votes, consents, and participation in management, will be prop©rtiay
increased until such time, if any, as the transferee oftbeEconomic Rights becomes a fully
substituted Member.
8.5 Death Buy Oiati Notwithstanding the fixegohig provision of Section 8, the Members covenant
and agree that on the death of any Member, the may, at its option, by providing written
notice to the estate oldie the deceased Member within 180-days ofthe death eitheMember, may
purchase, acquire, and redeem the Interest ofthe deceased Member in the Crunpany pursuant -the provision of Section 8.5.
8,5.1 The value of each Member's interest in tlm Company will be determined on the date this
Agreement is signed, and the value will be endorsed on Schedule 3 attached and made a pert of
this Agreement. The value of each Mks htterest will be redetennined unanimously by the
Members anmhaly, unless the Members unanimously decide to redetermine those values more
fly. The Members will use their best efforts to mime those values on Schedule 3. The
purchase prig far a deceden M s interest conclusively is the value last der mined before
the death of such Member, provided, however, that if the latest valuation is more than two years
before the death oldie deceased Member, the provisions of Section &5i well apply in
determining the value of the Member's Interest in the Company.
8.52 ff the Members have failed tovalue the dew Member's interns# within the prior two-
year period, the value of each Member's Iffiest in.tbe Company on the date of dew, in the Est
instance ; will. be determined by mutes agreement of the surviving Members and the personal
representative of the estate ofthe deceased Member. If the parties cannot reach an agreement on
the value within 30.days after the appointment ofthe personal motive of the deceased
Member, then the surviving Members and the personal representative each mutest select a
qualified appraiser. within the next succeeding 30 days. The appraisers so seiected.mustattempt

t) amine the value of the Company !nt eat owned by the decedent at the -time of death based
solely on their appraisal ofthe total valor of the Company's assets and the amount the decedent
would have received had the assets of the Company been sold at that timefor an amok equal to
their fair market value and the proceeds (after payment of all Cyr obligations) were
distributed in the manner contemplated in Section. 8. The appraisal may not consider and
discount for the sale of a minority Interest in the Company. In the eventthe.appraisears cannot
agree on the value vithin 30 days alter big selected, the two apprals= must; within 30 days,
select a third applaiSCE. The value ofthe Interest of the decerhmtin the Company and the
purchase price of itwdl be the average of the two appraisals nearestin amount oneanother.
That amount -will be final and binding on all parties and their respective successors, assigns, and
rives. The costs and expenses of the third appraiser and any costs and expenses of the
appraiser retained but not paid for by the estate of the deceased der will he offset age the
purchase price paid for the deceased Member's interest in the Company.
8_5.3 Closing of sale of the deceased Member's Interest in the Company will beheld at the
office ofthe Company on a date designated by the fir, notbe later than 90 days after
agreement with the personal representative of the dere Member's estate on the fair market
value of the deceased Moss Interest in the Company; provided, however, that if the phase
price are dod by appraisals as set forth in Section 8.5.2, the doting will be 30 days after
the final appraisal and purchase rice are determined. ff_tm personal representative has been
appointed-v 60 days after the deceased Mamba's death, the snvivingMemb rs have the
right to apply for and have a personal eve appointed_
&5.4 At dosing, the Company will pay the putchase pricefor -tlee deceased Me bees Interest in
the Company. If the purchase price is less than $1,000 OO, -the phase price will be paid is
cash; if the purthase price is $l,000 O0 or more, the pie price will be paid as follows:
(1) Sl,000 00 in cash, bank cashier's check, or certif ed_fi
(2) The balance &the purchase price by the Company executing and delivering its promissory
note for -the balance, with intetyst at -the prime interest rate stated by primary banking institution
utifiaed by the Company, its success= and assigns, at the time ofthe deceased Members death.
Interest will be payable monthly, with the prpal settee being due and payable in three equal
annual installments. The promissory note will be unsecured and will coffin previsions that the
principal sum may be paid in whole or in part at any time, without penalty_
8.5.5 At the dosing, the deceased Membes's estate or psi representatiVe must assign tolhe
Company all of the deceased Member's in the Company free and dear of all. liens,
claims, and mbrances, and, at the request of the Company, the estate or personal
representative mast eaecate all other internments as may reasonably be necessary to vest in the
Company all of the deceased Member's right, tide, and interest. in the Company and its ash If
either the Company or the deceased Membees ewe or personal representative fads or refuses to
emote any instrument Wired by this Agreement,the other party is hereby granted the
irrevocable power &attorney which, it is agreed, is coupled with an interest, to execute and
deliver on behalf of the failing or refusing party all inatmments required to be executed and
delivered by the failing or ring party.
8.16 On cormple ient of the purchase ofthe demised Member's Interest in the Company, the
Ownership Interests of the remaining Members will increasepYoporticnately to their
then -existing Ownership hem eats.

SECTION 9
DISSOLUTION AND WINDING UP OF TH'E COMPANY
9.1 dim. The Company vvdl be dissolved on the happening of any tithe following
g
events:
9.1..1 Sale, transfer, or otter disposition of all or substantially all of the prosy tithe Company;
9.12 The anent of all of ihe Member
9.1_3 By operation: oflav ; or
9.1.4 The death, inch avulsion, or bankruptcy of a Member,. or the occurrence ofany
event thatterminates the ,7.r7.7.47- rr.1 membership of Member in the Company, unless there are
then remaining at least the minimum member ° Members required by law and all of the
remaining Members, within 120 days adtthedate of the event, elect to continue the bps of
the Cry.
9.2 Win °tithe tftsaohnhonofthe Cry (if the Company is not continued), d), the
Members must take full avertof the Company's assets and liabilities, and the assets will be
liquidated as promptly as is -consistent with obtaining their fair value, and the proceeds, to the
extent sufficient to pay the Company's cbligafions with respect to the liquidation, will be applied
and distributed, after any gain or loss realized in connection with theliquidation has been
allocated in accordance with Section 3 ofthis Agreement, and the Members` Capital Accounts
have been adjusted to reflect the allocation and all othertransact/ma throughthe date of the
dlstribution, in the follower order:
9 2.1 To paymentand discharge of the expenses of liquidation and of all ticCompany's- debts
and liabilities to palms or organizations other than Members;
92.2 To the payment and c chaatge of any COMpany debts and liabilities owed to Membets; and
92.3 To Members in the amount of their respective adjusted Capital Accountbalances on the
date of attribution; provided, howrve1 that any then-ouistanding Default Advances (with
interest and costs of collection) first most be raid from dimes otherwise allocable to the
Defauldng Member pursuant to Section 923_
SECImx 10
GENERAL PROVISIONS
10.1 Amendments. Amy to this Agreement may be 'unposed by any Member. A
proposed amendment will be adopted and beamte effective as an amendment only on the written
approval at all d he Members.
10.2 GoverningLaw. This Agreement and the rigs and obligations ofthe pies ink it are
governed by and interpreted in acccndance with the laws -of the State of North Carolina (without
regard to principles of conflicts of law).

Agecuperm M ; .'tis Agreancit ZWeStitatff tha endre understauffing and
woman between the Mcmbaswith respect- to the subjectmatter aims Agreement. No
dents, ima ui n , resniedons, representadons, or yes exist between or among
the IEianhers othec entik th iAriesailw. refarel too r{ sided fain this Agrem.att
No modification or amendment army provisiao ofihis Agreement will be binding on any
Lei Member in and signed by all the Members.11i t Afts y Fees.- Jn the &eat of any r : t ;;r a icn to =have a i iicapia anypro isim of this
Agreement (or that -is based on this Agreement), dprevailing party is =tided 20 recover, in
additionto other costs, reasonable attorneyfees m anmectice with the writ, ate, or arbitration,
and in any appeals. The demon of who is tie prevailing terry mil the a mt of
reasonable attorney fees to be paid to the prevailing party will be decided by the court or courts,
including any appellate CORM in which the matter is tied, lam, or decided.
10.5 Fretberfitea. Thopa sa tu.execute other documents reasonably nay to
further effect and evidence the terms of this Agreeman, as long as the terms and provisions of
the other dents are fidly consistent with the terms of this Agreement
10.6 ability_ If any tar or provision of this Agreement is held to be void orunenforceable,
that term or provision will be severed from this Agreement, the balance of the Agreement will
survive, and the balance of this Agreement will be reasonably carved to carry out the intent of
the patties as evidenced by the terms of this fit
10_7 Captions. The captions used is this Agreement a for -the convenience of the patties Only
and will not be interpretedto enlarge, con or alter the terms and moons of this
Agreement
10.81 All notices required tel be given by this Agreement will be in writing and weal be
effective when actually delivered or, if mailed, when deposited as certified mail, postage prepaid,
directed to the addresses first shown above for each Member to such other address as a
Meenbet tnay specify -by -notice given in conformance with these provisions to the other
Members.
iN WITHP,SSIVETMOP, the parties to this Agreement execute this. Operating.Ag a as of
the date and year first above written.
MEMBERS:
Byron Edward Met a Jr. Signature
December 1 2020