20070747 Ver 1_Landtrust Materials for GTA_20141021

August 25, 2014
Ms. Karen Higgins
D� @'v"
Supervisor - 401 & Buffer Permitting Unit
North Carolina Department of Environment and Natural Resources S E P 2 2 2014
Division of Water Resources
In Re: DWR Project # 07 -0747 - Craven County I I
Flat Swamp Neuse River Riparian Buffer and Nutrient Offset Mitigation Bank
Dear Ms. Higgins,
Reference is made to your November 20, 2013 Bank Closeout instruction letter. This serves as the
response of the bank sponsor, GreenVest /Flat Swamp, LLC (GVFS). We enclose consistent with your
instructions the following documents or information:
1. I am certifying as General Counsel to Green Trust Alliance, Inc. that GVFS has provided Green
Trust Alliance, Inc. (GTA) with a sufficient endowment to cover the costs to implement long term
protection and maintenance of the bank site.
2. Please be advised that Green Trust Alliance, Inc. has been approved by the Washington, North
Carolina Corp of Engineers offices to serve as the long term steward on mitigation projects in
North Carolina. GTA currently serves as the long term steward on the Hidden Lake Wetland
Mitigation Bank in Tyrell County, North Carolina having been approved by Tom Steffens of that
District office and by Kimbery Garvey, also with the USACE in 2009 regarding a 404 permittee
responsible mitigation project performed for the benefit of the Brunswick County Utilities
Authority in Brunswick County North Carolina.
3. A Memorandum of Agreement between between GTA and GVFS agreeing to the long term
protection and maintenance of the site.
4. The GTA IRS 501 c3 certification is attached.
5. Scott Frederick and Doug Frederick are the GTA contacts in our Raleigh, NC office. They are the
staff who can be contacted as reflected below and will conduct inspections and assure
protection of the site consistent with the Permenant Conservation Easement recorded at Book
2886, Page 25 in the land records of Craven County.
Suite A
4405 Dewees Ct.
Raleigh, North Carolina 27612
919 - 831 -1234
sifrederick0sweErD.com
[e-mail]
Your files should reflect that all sales of credits are compliant and all ledgers are current. Ms. Merritt
determined on November 5, 2013 determined that the project ,was a success, that it was in great
condition and supported the closing of the bank project.
New Jersey North Carolina Maryland
220 Lenox Ave. St. 301 4405 Dewees Court, Suite A 210 Najoles Rd, Suite 202
Westfield, New Jersey 07090 Raleigh, North Carolina 27612 Millersville, Maryland 21108
908 - 233 -5222 919- 349 -2224 410 - 987 -5500

We are hopeful by providing the information enclosed as stated above that we can secure final
regulatory approval for closeout, release of the remaining financial assurance and approval of
GreenTrust Alliance, Inc. as a long term steward. Please let me know if you have any questions. j
Sincerely,
Douglas Lashley
General Counsel
New Jersey North Carolina
220 Lenox Ave. St. 301 4405 Dewees Court, Suite A
Westfield, New Jersey 07090 Raleigh, North Carolina 27612
908 - 233 -5222 919- 349 -2224
i
Maryland
210 Najoles Rd, Suite 202
Millersville, Maryland 21108
410 - 987 -5500

°
,„
'
A�iG„ �R rn�ipti'~ "��.m'P.�'�Hh��!(lJar'%
W ",
",
„;, ...:. it
=�IW`�i1reGWiwxs_' a� ., ,y,. m , ,., ...... .
!G
4 eG' ➢�4n`'"GdW"�P
�IrJrwx���s� t �:p�tp °Fx «r.pu" � ,aGi I r?� r�xlslur
.... ;; w�, t��ar5'. rv�ur?rri��v" �rirs��iiisimaio °airw�«WUa�o`r,;,«. -
«°'
bV"ea�
4�a„ .,,���, ».,,««�,„,,.•,.,.m n ®, °�aM �.�aa „m „�A,x .nu,t,u
�' ^ „�>' tear, yuf °. ?�.•Kedxx��NMmp *y$NINU6�� 9nI�Rar4'0i�hlC'?Hd4�'�1in'N94i
„-'.” ?,­ ,'NUIeiLPN, . rv0 C-,k', "r
coi3servatioii,,rfzg,
' "''��'""�ivcuseci �ontipreservation����� 4
a11d «,management„ of
restoredn�ii5tigatic>ii9 "Glan'd`s
id�a^d1,, ,� oxa^uYw'�' «6JPX.,ndp,S5P �R7lulun ?rne „ra 4gs�'',mw.�y�z�hnGaE»ni+rv; «,.ia?rxaen�nrr»a
t., {.s.�n f�ii'” .�'�.ii,'P+mli�h.w��n)ienw_.;. ut., �<c u� �_� � «rt tii ^.,x���iuiiNixF•.n
[,�; 'w°4'xp�npm,'ff , prnw�; �rup :x�,urn�,,�aifJ!11SiI7CSS���aa r�
e,non;,,;grofit;; vo'r "ld'Gln'.G
�V,Ah , «, ,n , ,= > �:r^ . ' o-signi . cant�::�x„
' r,,,,,8dh +r tc�r:ni;?;}�! nv�,ui�t,:k»`a� «•?
a1W»«'apYh
conservation' results
it �6tG�W�rrt�u';�-m
r �m�
M ',aIMVP .
p im ° tn
i. °`,
..,,,, G"'OP „
�nn.;w,r;,,a..,
,xm� a: asry�a6Mw. a, amMiV�tyxr ,"xYin�anm'�d'4n!niwi���q
,x T n�nV Wtr d tME
Whni iar;`2�iNwd:i,nw.«vas „o +.,Hiu m�aroro ^vr'co,.
ro..i,�...
y %nNi a ”
����rr
��x4 -A' is',,dedicated -y
perpetuatin
_ .t���L!�
c p,V = Wrconservation uses
maG'
*Wk*
;'sr�gnnp i �
,G,;, µ� lancl' ho'llzrigs;
w.� = �,.d. «.
t N . wnti groups, ni"""C "S
3 - ,fi�..GnW,n...
the�conseryation , r
banking `business "
"t,w. fiand' uti'lizesPthe sale,a
--
GreenTrust Alfiance
OPFRAI ING MODI I
In many cases, lands have the ability to be augmented ecologically to reduce the flow
of adverse nutrients and create a natural system; of wetlands, forested area or habitat.
The creation, restoration, preservation and credit sales activities associated with an
"environmental lift” are most often facilitated by the eco- system service provider.
These lands can be brought to a higher state of ecological value, while covenants
and easements prevent conventional development. These lands are commonly converted
into a "Mitigation Bank" for use to offset permitted activities or a restoration project to
satisfy a Federal /State environmental enforcement case. Depending upon the sensitivity
of the habitat and the eco - system that has been created or restored on the site, there is still
tremendous potential value to the land in terms of eco - tourism, hunting and fishing
and other forms of passive recreation. GreenTrust Alliance (GTA) is positioned to be
the long -term steward of lands that have been developed into high functioning
conservation projects, facilitating both rigorous maintenance and monitoring compliance,
as well as a suitable public use element for the enjoyment of the public.
OPERA[ ING ME('[ IANIC S
Land acquisition by GTA can occur in a number of ways depending upon the needs
of the seller, the viability of the site for eco- credit sales, and the habitat advantages
of assembling a larger parcel to accommodate a variety of eco asset mixes.
Tools include:
Donation
High net worth owner
Major corporation
Eco- system service provider donates remainder fee simple value for maintenance,
monitoring and stewardship
Bargain Sale
High net worth owner requires some monetary value for the land
with a substantial portion of the value being donated
Major corporation based upon the need to satisfy shareholder scrutiny by taking
value in the form of tax benefits as well as some monetary return.
Acquisition
GTA would contemplate a straight market rate purchase of lands based upon:
Deploying a cash donation to GTA
Adding to an existing land holding for ecological or habitat reasons
Severing liability becomes critical to the thinking of many corporations, donors,
and those who seek permits. GTA has the experience and expertise needed with
respect to land ownership, mitigation creation /maintenanc:e /monitoring,
or the settlement of a state or federal claim in a fashion that'is legally compliant
and above reproach.
Pfa: pYO=''
Green Trust Alliance also has entered into strategic relationships with nonprofit groups
fdllacquisitions ands. @I
°,
`a"rvnhhW`mxix,'x"`'K.waNn�
�Pt4ry
whose missions are similar, but found a need to affiliate with a group whose business
«« x' i„ ,,..,, mtikhNJ'Gnr�WilW
conservation activity.
model results in the restoration of eco assets and cash flow associated with those
l sWrpla 900
"` ".
restoration credits. These include: Trust for Public Lands, Conservation Fund,
pKWQ
New Jersey Conservation Fund, New Jersey FAWS and Chesapeake Bay Foundation.
726 Second Street, Suite 313 ,. 84 Essex Street, Suite B 1001 Capability Drive, Suite. 312
Annapolis, MD 21403
- Jersey City, NJ 07302 Raleigh, NC 27606
410- 268 -7422
r ..
�;,�.,�� 201 -706- 2558 919 - 831 -1234

2002 -2009 Portfolio
'total Acres Restored
1,884 acres
Total Acres Protected
17,504 acres
Streams Restored
15,952 lineal feet
Total Acres Remediated
401 acres
Total Acres Preserved
4,9€0 acres
-KEY ('ROJECT LOCATIONS
Manheim, Pennsylvania
Mantua, New Jersey
Canaan Valley, West Virginia
Cranbury, New Jersey
New Castle, Delaware
Brunswick, North Carolina
RECENT ACQUISITIONS, PROJECTS, DISPOSITIONS
Hidden Lake, North Carolina • 935 Acres
Chestertown, Maryland • 1,120 Acres
Brunswick, North Carolina • 138 Acres
Davidsonville, Maryland • 248 Acres
Medina, Maryland • 1,488 Acres
oz www
d,,�'
av ,.,v v,,,, .,
.?£,b8v.,'b�PS Pe v'"': "R"-,4 "°� -"'R ✓ ",:'4'p^',"1 "'at�Pr.r „�:.n.'��F :w.: "%
DougyFreder- ick;PiiD. "'
"Executrve
<, _' Raleigh
SERVICES
i
Sustainable Conservation
Coordination with watershed restoration efforts, improved public access, educational initiatives,
.,conservation banking and water quality credit trading programs.
Conservation Leadership Network
A growing national resource for emerging conservation groups and conservation minded individuals
requiring legal and science based real estate expertise.
I
Sustainable Development
Remediation and sustainable reuse of land with existing infrastructure.
Acid mine drain treatment, constructed wetlands, Brownfield remediation and industrial site clean up.
Land Advisory Service
Assisting public companies, developers, foundations and municipalities
with projects in their strategic planning, reuse and restoration.
Property Dispositions I
Assisting corporations and individuals with the tax disposition of surplus real estate
while making an important contribution to conservation efforts.
viPr
^'°';- �; =mr:,;
*an�,t -" , 4 -. Fi d fi� reo � r" +• ' µ" a �% bi x, .°*` =� a""£ ,s"� �: � T�'µi' Q'`j3.f�" � ' `�` s,:� �'. ^`"� p navr� f -sr 1 $ �d� �.r� Xt vFiTk�"�°x4„aat1 -. ��,�U�»°maHd7"�SN �
....,.• ..mm�_ <,� �.......,�..,.�.�..,.a...r! ^. r . . , ...,..rrda �.a.v3 �" ,..� $ ,. E.v.zmu..,a..3sk.?i_ a _ � �� - _. ,. m:. at�d�'F�k.. - - "v
'I MIA
THE 0 la0'RE`RQ(
r- •`.`�`,"`¢S'P,zi >" , ,< "SS°_as- ;r.3` ��'''''- "- -a,.Tt't'z;;.s�e `r - „gym ~K ..o-a�,:...
?,, #aia� #bvVdur�
TO LEARN MORF PLEASE CONTACT
Dr. Doug Frederick
1001 Capability Drive, Research Building I, Suite 312 • Centennial Campus • Raleigh, North Carolina 27606
Tel [phone] Fax 919 - 831 -1121 www.greentrustalliance.org I
I
I

ARTICLES OF INCORPORATION
OF
GreenTrust Alliance Inc.
The undersigned, pursuant to 15A:2 -8 of the Corporation Article, State
follows:
Article One
Name
FILED
JUL 1 1 -1000
State Treasurer
Roland Machold
The name of the corporation is "GreenTrust Alliance, Inc." (hereinafter referred to as the
"Corporation').
Article Two
Purposes and Powers
The general purposes for which this Nonstock Corporation is organized are:
To achieve in partnership with others a method to acquire, conserve, restore and protect
environmentally impaired on threatened real estate by enhancing ecological and habitat values.
The initial primary purposes of the Corporation are to:
• Advance the state of knowledge regarding restoration and implementation of
environmentally impacted property;
• Promote environmental stewardship by all industries, including helping to
demonstrate that a voluntary approach to environmental protection can work; and
• Create an opportunity for companies and individuals to donate land which will be
utilized to promote biodiversity.
Examples of possible projects to be undertaken by the Corporation include, but are not limited to:
• Reforestation projects through which planted trees sequester carbon improve wetland
function and values, improve stream conditions and promote biodiversity and
improved habitat;
• Forest management projects focused on reducing CO2 emissions and maintaining
sequestered carbon by reducing deforestation and harvest impacts;
• Urban tree planting projects that conserve energy through shading buildings and
homes; stream restoration and water quality improvement projects.
• Form partnerships with private landowners, corporations and public agencies to
protect natural resources.
In furtherance of these purposes, except as limited by article Eight:
() /() a '� ,5

The Corporation may solicit, receive and maintain funds and property by
subscription, gift, transfer, devise, or bequest, and may apply the income and
principal thereof to the promotion of the purposes set forth above and to use, as a
means to those ends, research, publication, the employment of experts, consultants
and legal representatives and the establishment and maintenance of committees,
offices and agencies and other means which, from time to time, shall be deemed
advisable and expedient.
2. The Corporation may undertake any and all lawful activities that may be necessary,
useful, suitable, or proper for the furtherance or accomplishment of the purposes and
powers of the Corporation, and shall exercise all powers possessed by New Jersey
corporations of similar character, including the power to own, lease, contract for the
sale of, and to mortgage or otherwise encumber, real and personal property, and any
of the powers specified in the New Jersey Nonstock Corporation Act.
Article Three
Membership
The Corporation shall have members. The conditions, rights and privileges of
membership shall be provided in the Bylaws.
Article Four
Officers and Trustees
There shall be as executive officers of the Corporation one Chairman of the Board, who
shall be elected by and from the Board of Trustees by majority vote, and a Secretary and
Treasurer. The Secretary and Treasurer may or may not be members of the Board of Trustees and
shall be appointed by the Board of Trustees. The offices of Secretary and Treasurer may be held
by the same person.
Article Five
Board of Trustees
1. The Corporation shall be governed by a Board of Trustees (the "Board "), which may
exercise all powers of the Corporation.
1
2. The Board shall be comprised of representatives of members of the Corporation. The
initial Board shall be selected by the Incorporator. The number of Trustees shall not
be less than three. Subsequent Trustees shall be elected by vote of the members of
the Corporation. Members of the Board shall hold office for three years from the
date of incorporation and thereafter until the next annual meeting of the members of
the Corporation on until his or her successor has been elected and qualified, or in
such other manner as may be authorized by the Bylaws. The incorporator hereby
designates Russ Lea, Ph.D., Douglas Frederick, Ph.D., Douglas Lashley and Nicholas
Rudi as Trustees. The addresses are as follows:
Russ Leah Ph.D.
1930 E. Marlton Pike, Suite Q16
Cherry Hill, New Jersey 08003
Tel -(856) 489 -4018 Fax [phone]

Douglas Frederick, Ph.D.
1930 E. Marlton Pike, Suite Q16
Cherry Hill, New Jersey 08003
Tel -(856) 4894018 Fax [phone]
Douglas Lashley
1930 E. Marlton Pike, Suite Q 16
Cherry Hill, New Jersey 08003
Tel -(856) 489 -4018 Fax [phone]
Nicholas Rudi
1930 E. Marlton Pike, Suite Q16
Cherry Hill, New Jersey 08003
Tel -(856) 489 -4018 Fax [phone]
3. In accordance with the provisions of New Jersey law, liability of officers and
Trustees of the Corporation is eliminated except where the officer of director engages
in willful misconduct or a knowing violation of the criminal law.
4. The Board may create advisory boards on a regional basis.
Article Six
Registered Agent
The Corporation's initial registered office address, including street number is: 1930 E.
Marlton Pike, Suite Q -16, Cherry Hill, New Jersey 08003. The resident agent is Dr. Russ Lea
with offices located at Suite Q -16, 1930 East Marlton Pike, Cherry Hill, New Jersey 08003.
Article Seven
Regulation of Internal Affairs
The internal affairs of the Corporation, except as provided in these Articles, shall be
governed by the Bylaws, provided that the same are not inconsistent with these Articles, and are
not contrary to the laws of the State of New Jersey or of the United States of America.
Article Eight
Not for Profit
The Corporation is not organized and established to pursue activities that generate a
profit. No part of the net earnings of the Corporation shall inure to the benefit of or be
distributable to the Corporation's Trustees, officers, members or other private persons, except that
the Corporation shall be authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the purposes set forth in
Article Two hereof and in the Bylaws of the Corporation. The Corporation shall not engage in
any activities which would constitute a regular business of a kind ordinarily conducted for profit.
Article Nine
Dissolution

In the event of the liquidation or dissolution of the Corporation, whether voluntary on
involuntary, the remaining property or proceeds, and the balance of all money and other property
received by the Corporation from any source, after payment of all debts and obligations of the
Corporation, shall be used or distributed exclusively for purposes authorized by and consistent
with the provisions of Section SoI(c) of the Internal Revenue Code.
INCORPORATOR:
i
/l..
Dr. Ru a
Suite Q -16
1930 E. Marlton Pike
Cherry Hill, NJ 08003
Dated this �! day of June, 2000.

Memorandum of Agreement
R1 R @ ER 0 16 2
OCT 2 12014
DENR - WATER RESOURCES
401 & BUFFE,R, PERMITTING
Craven County State of North Carolina
THIS Maintenance Agreement ( "Agreement "), dated this 2 -i' 'V­�-day of U
2014 by and between Green Trust Alliance, Inc., ( "GTA ") and GreenVest /Flat Swamp
LLC, hereinafter referred to as ( "GVFS ") and,
WHEREAS, GVFS owns fee simple title to 386 acres in Craven County known as the
Flat Swamp Neuse River Riparian Buffer and Nutrient Mitigation Bank (Bank ")
which bank acreage is subject to a permanent Conservation Easement recorded
January 21, 2010 in Book 2886, Page 24 -38 in the land records of Craven County,
North Carolina more particularly described in Exhibit A attached hereto and
incorporated herein (the "Property ") and,
WHEREAS, GTA has been designated as the Grantee and holder of the Conservation
Easement encumbering the Property, such Conservation Easement as mandated by
the North Carolina Department of Environment to complete establishment of the
Bank and,
WHEREAS, said easement provides for the perpetual maintenance and protection of
the environmental quality found on and within the Property and,
WHEREAS, GTA is designated as the Grantee under the terms of the Easement and
as such is assuming certain obligations as more fully set forth therein.
NOW, THEREFORE, in consideration of the representations and covenants
contained in Exhibits A, and to protect and maintain the acreage identified within
the Bank domain described in Exhibit A, and for other good and valuable
considerations, the receipt and legal sufficiency of which is hereby acknowledged,
GTA and GVFS agree as follows:
1. That GTA will:
a) fully and completely carry out all tasks and responsibilities
,provided for and - assigned to GTA in the Conservation Easement executed and
attached hereto as Exhibit A in order to preserve and enforce the level of
environmental quality that currently exists;
b) maintain its status under North Carolina General Statute Sec. 121 -3S and
Section 170 (h) of the Internal Revenue Code;
c) comply with all requirements imposed by the North Carolina Department of
Environment and Natural Resources, Division of Water Resources program group
regarding maintenance of the Property as provided for within the Easement.
2. That all provisions of the Easement incorporated herein as Exhibit A are binding
on GTA and GVFS.

3. Any communication required under this Maintenance Agreement shall be sent by
registered or certified mail, postage prepaid to the following addresses, or such
other address as may be hereafter specified from time to time by notice pursuant to
this paragraph.
To: GreenVest/ Flat Swamp LLC:
Robert Kessler
Douglas Lashley or
Doug Frederick
4405 Dewees Court
Suite A
Raleigh, North Carolina 27612
To Green Trust Alliance:
Green Trust Alliance, Inc.
Attn: Douglas Lashley, General Counsel
210 Najoles Road
Suite 202
Millersville, Maryland 21108
4. This agreement can be amended only if fully agreed to and signed by both parties
to this Agreement.
S. The laws of the State of North Carolina and provisions of the Easement as well as
this Maintenance Agreement shall apply to the resolution of all conflicts that may
arise under terms of this agreement, if any.
6. An annual fee shall be paid to GTA by GVFS which shall be agreed to by the parties
prior to execution of this agreement and may change from time to time based on any
changed conditions imposed by any government authority having jurisdiction over
establishment of conservation easements in the State of North Carolina..
SIGNED AND AGREED TO THIS �' DAY OF ))" �-`- - &1 — --. 2014 by:
GreenV. st /Fl t `Swamp, LLC
Douglas.Lashley, Managing Member

GreenTrust Alliance, Inc.
1 4�1
Douglaslashley, General Counsel

PR2 ;PARED BY: DOUG LASHLEY
."RETURN TO: MARK HARTMAN
CONSERVATION EASEMENT
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIililllllllllllllllll
Image ID: 000001796921 Type: CRP
Kind: EASEMENT
Recorded: 01/21/2010 at 11:26:29 AM
Fee Amt: $53.00 Pape 1 of 14
Workflow# 0000019041 -0001
Craven, NC
Sherri B. Richard Register of Deeds
PERMANENT CONSERVATION EASEMENT
THIS CONSERVATION EASEMENT ( "Conservation Easement ") made this
of October, 2009 by and between GreenVest /Flat Swamp, LLC, ( "Grantor ") and GreenTrust
Alliance, Inc. (Grantee).
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.
RECITALS
WHEREAS, Grantor owns in fee simple certain real property situated, lying and being in
Craven County, North Carolina, more particularly described in Exhibit A attached hereto and
incorporated herein ( "Property ").
WHEREAS, Grantee is a nonprofit corporation or trust whose purpose is the
conservation of property and is qualified to be the Grantee of a conservation easement pursuant
to N.C. Gen. Stat. § 121 -35;
WHEREAS, Grantor and Grantee recognize the conservation, scenic, natural, or aesthetic
value of the property in its restored and conserved state pursuant to the Neuse Buffer and
Nutrient Offset Buffer Mitigation Plans dated February 2009 and adopted in the Mitigation
Banking Instrument signed by the North Carolina Department of Environment and Natural
Resources: Division of Water Quality dated June 15, 2009 (Restoration Plan). The purpose of
this Conservation Easement is to maintain wetland and/or riparian resources and other natural
values of the Property, and prevent the use or development of the Property for any purpose or in
any.manner that would conflict with the maintenance of the Property in its restored condition.
NOW, 'THEREFORE, for and in consideration of the covenants and representations
contained herein and for other good and valuable consideration, the receipt and legal sufficiency
of which is hereby acknowledged, Grantor hereby unconditionally and irrevocably grants and
conveys unto Grantee, its heirs, successors and assigns, forever and in perpetuity a Conservation
Easement of the nature and character and to the extent hereinafter set forth, over the Property
described on Exhibit A, together with the right to preserve and protect the conservation values
thereof, as follows:
ARTICLE I
DURATION OF EASEMENT
This Conservation Easement shall be perpetual. This conservation Easement is an
easement in gross, runs with the land and is enibrecable by Grantee against Grantor, Grantor's
personal representatives, heirs, successors and assigns, lessees, agents and licensees.
:r
�r�r

►iii►ii►►►►iiiii►iii►iii►►►��►► iii►►► ��► i►►i �►►► �i ►�►�i►��►►►�i�►►�►►�►�►►s►►��►
Image ID: 000001796922 Type: CRP
Kind: EASEMENT
Paqe 2 of 14
B
ARTICLE Il K2666PG26
PROHIBITED AND RESTRICTED ACTIVITIES
Any activity on, or use of, the Property inconsistent with the purpose of this Conservation
Easement is prohibited. The property shall be preserved in its natural condition and restricted
from any development that would impair or interfere with the conservation values of the
Property.
Without limiting the generality of the foregoing, the following activities and uses' are
expressly prohibited, restricted or reserved as indicated hereunder:
A. Disturbance of Natural Features. Any change disturbance, alteration or impairment of
the natural features of the Property or any introduction on non - native plants and/or
animal species is prohibited.
B. Construction. There shall be no constructing or placing of any building, mobile home,
asphalt or concrete pavement, billboard or other advertising display, antenna, utility
pole, tower, conduit, line, pier, landing, dock or any other temporary or permanent
structure or facility on or above the Property. The only construction authorized is that
approved under the Restoration Plan or hereafter allowed by the United States Army
Corps of Engineers (USACOE) and the IRT with regard to the enhancement and
restoration of certain wetlands on the Property to be authorized under a Mitigation
Bank Instrument to be issued by the USACOE under Section 404 (b)(1) and 401 of
the Clean Water Act.
C. Industrial Commercial and Residential Use. Industrial, residential and/or commercial
activities, including any right of passage for such purposes are prohibited.
D. Agricultural Grazing and Horticultural Use Agricultural, grazing, animal husbandry,
and horticultural use of the Property are prohibited.
E. Vegetation. There shall be no removal, burning, destruction, harming, cutting or
mowing of trees, shrubs, or other vegetation on the Property.
F. Roads and "Trails. There shall be no construction of roads, trails or walkways on the
property; nor enlargement or modification to existing roads, trails or walkways.'
G. Signage. No signs shall be permitted on or over the Property, except the posting of no
trespassing signs, signs identifying the conservation values of the Property, signs
giving directions or proscribing rules and regulations for the use of the Property
and/or signs identifying the Grantor as owner of the property.'
H. Dumping or Storage Dumping or storage of soil, trash, ashes, garbage, waste,
abandoned vehicles, appliances, machinery or hazardous substances, or toxic or

hazardous waste, or any placement of underground or aboveground storage tanks or
other materials on the Property is prohibited.
1. Excavation, Dredging or Mineral Use. There shall be no grading, filling, excavation,
dredging, mining or drilling; no removal of topsoil, sand, gravel, rock, peat, minerals
or other materials, and no change in the topography of the land in any manner on the
Property, except to restore natural topography'or drainage patterns unless consistent
with Article 1113 above.
Water Quality and Drainage Pattern. There shall be no diking, draining, dredging,
channeling filling, leveling, pumping, impounding or relate activities, or altering or
tampering with water control structures or devices, or disruption or alteration of the
restored, enhanced, or created drainage patterns. In addition, diverting or causing or
permitting the diversion of surface or underground water into, within or out of the
easement area by any means, removal of wetlands, polluting or discharging into
waters, springs, seeps, or wetlands, or use of pesticide or biocides is prohibited unless
consistent with Article I113 above.
K. Development Rights. No development rights that have been encumbered or
extinguished by the Conservation Easement shall be transferred pursuant to a
transferable development rights scheme or cluster development arrangement or
otherwise.
L. Vehicles. The operation of mechanized vehicles, including, but not limited to,
motorcycles, dirt bikes, all- terrain vehicles, cars and trucks is prohibited.
M. Other Prohibitions. Any other use of, or activity on, the Property which is or may
become inconsistent with the purposes of this grant, the preservation of the Property
substantially in its natural condition, or the protection of its environmental systems, is
prohibited.
ARTICLE III
GRANTOR'S RESERVED RIGHTS
The Grantor expressly reserves for himself, it's successors and or assigns, the
right to continue the use of the property for all purposes not inconsistent with this
Conservation Easement, including, but not limited to the right to enhance and restore the
streams and wetlands located within the Property, the right to quiet enjoyment of the
Property, the rights of ingress and egress, the right to hunt, fish, and hike on the Property,
the right to sell, transfer, gift or otherwise convey the Property, in whole or in part,
provided such sale, transfer, or gift conveyance is subject to the terms of, and shall
specifically reference, this Conservation Easement.
I II VIII IIIIII III VIII IIIiI VIII IIIii VIII VIII VIII III II II I II VI I I VI II I III IIII
Image ID: 000001796923 Type: CRP
Kind: EASEMENT
Pape 3 of 14
,K2 81 66PG27
3

ARTICLE IV
GRANTEE'S RIGHTS
The Grantee or its authorized representatives, successors and assigns, and the
Corps,, shall have the right to enter the Property at all reasonable times for the purpose of
inspecting said property to determine if the Grantor, or it's, successors, or assigns, is
complying with the terms, conditions, restrictions, and purposes of this Conservation
Easement. The Grantee in conjunction with oversight and approval of the State of North
Carolina shall be responsible for enforcing the terms of this easement. The Grantee shall
also have the right to enter and go upon the Property for purposes of making scientific or
educational observations and studies, and taking samples.
ARTICLE V
ENFORCEMENT AND REMEDIES
A. To accomplish the purposes of this Easement, Grantee is allowed to prevent any
activity on or use of the Property that is inconsistent with the purposes of this
Easement and to require the restoration of such areas or features of the Property that
may be damaged by such activity or use. Upon any breach of the terms of this
Conservation Easement by Grantor that comes to the attention of the Grantee, the
Grantee shall notify the Grantor in writing of such breach. The Grantor shall have 30
days after receipt of such notice to correct the conditions constituting such breach. If
the breach remains uncured after 30 days, the Grantee may enforce this Conservation
Easement by appropriate legal proceedings including damages, injunctive and other
relief. Notwithstanding the foregoing, the Grantee reserves the immediate right,
without notice, to obtain a temporary restraining order, injunctive or other appropriate
relief if the breach of the term of this Conservation Easement is or would irreversibly
or otherwise materially impair the benefits to be derived from this Conservation
Easement. The Grantor and Grantee acknowledge that under such circumstances
damage to the Grantee would be irreparable and remedies at law will be inadequate.
The rights and remedies of the Grantee provided hereunder shall be in addition to,
and not in lieu of, all other rights and remedies available to Grantee in connection
with this Conservation Easement. The costs of a breach, correction or restoration,
including the Grantee's expenses, court costs, and attorneys' fees, shall be paid by
Grantor, provided Grantor is detennined to be responsible for the breach. The Corps
shall have the same right to enforce the terms and conditions of this easement as the
Grantee.
B. No failure on the part of the Grantee to enforce any covenant or provision hereof shall
discharge or invalidate such covenant or any other covenant, condition, or provision
hereof or affect the right to Grantee to enforce the same in the event of a subsequent
breach or default.
C. Nothing contained in this Conservation Easement shall be construed to entitle
Grantee to bring any action against Grantor for any injury or change in the Property
resulting from causes beyond the Grantor's control, including, without limitation, fire,
iIIIIIIIIIIIIIIIIIIIIIIIIIIVIIIVIIIIIIIIIIIIIIIIIIVIIIVIIIVIIIIIIIIIIIIIIII
4 Imaje I0: 000001796924 Type: CRP
Kin : EASEMENT
0 Pape 4 of 14
BKZ0 6 PG28

STATE OF MARYLAND
COUNTY OF ANNE ARUNDEL
I, t/ ' 9SNotary Public of Amu ATumfutElounty, Maryland certify that Douglas Lashley
personally appeared before me this day and acknowledged that the foregoing instrument was signed in his name and
he is uthorized to act. -
Wi ess my hand an t is seal, thi 2/ day of October 2009
••��rr: "4S �•�,,,� ' , Notary Public
•'•` Ott£ .� �,;
ci;ep
res:
�r STATE OF�1i�il
COUNTY OF
y a Notary Public of -the aforesaid County and State, certify than
personally appeared before me this day and acknowledged that'he /she is the Executive
Direr or of GreenT.rust Alliance, Inc., a corporation of the State of Maryland , and that, by authority duly given:and
as the`, act of the corporation, the foregoing instrument was signed in its name by Douglas Fredrick, its Executive
Director.
Witness my band and notarial seal, this IL day of A'tA',,'A /' , 2009.
( Notary Public �,e% ®%'*. MV �t/� "'io
Ivry commission expires:
OP
1 1111111 111111 III IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIII {III
Image ID: 000001796929 Type: CRP
Kind: EASEMENT Page 9 of 14
BK2886 PG33

EXHIBIT A
i 1111111 11111! III IIIII IIIiI 11111 11111 11111 illll 11111 11111 11111 11111 1111 l 1111 llli
age ID: 000001796930 Type: CRP -
Kind: EASEMENT
Pape 10 of 14
BK2PG3
i

(3) Joint Davis - Hogan Access Easement - Together with
and subject to a non - exclusive, perpetual; right of
way and easement for the purposes of ingress',
egress, regress, access, utilities and further
subdivision by both the grantor and grantee and
their heirs, successors and assigns. Said easement
is appurtenant to Tract No. 1 and Tract No. 2 as
shown on the map recorded in Plat Cabinet ,
Slide !(a)/} and to the remaining property of
Larry V. Hogan. Said easement is 25 feet in'width
,and its centerline is described as' follows:
BEGINNING at a point which lies the following
,courses and distances from the southwestern corner
of Tract No. 2 and the northwestern corner of Tract
No. 1 as shown on the- map recorded in Plat
Cabinet, Slide .16_ I A -. South 110 31' 9" West
182.6 feet and South 00 10' 03' West 97:6.50 feet.
THENCE FROM THIS POINT OF BEGINNING SO LOCATED
North 00 10' 13" East 976.50 feet to an�iron pipe;
thence North 130 31' 9" East 182.60 feet,to an iron
pipe; thence North 00 32' 59" East 2,518 feet to an
iron pipe; and thence North 00 5' 4" East 2,334.79
feet to the northwestern corner of Tract No. 2.
(4), Drainage Easement - Eastern Line Tracts Nos 1
and 2 - Together with and subject to a non-
exclusive, perpetual easement for drainage purposes
in 'and 'to the ditches which extend; along the
eastern line of Tract'No. 2 and Tract No. 1 as same
are shown and delineated on the map recorded in
Plat Cabinet � , Slide 16 111 . Those parties
making use of the said ditches f shall be
responsible, jointly, for the maintenance and
repair of said ditches and shall have, the right to
travel up and down the sides of said ditches to
perform such maintenance and repait.
,(5) Drainage Easement over Tract No. 3 - Together with
a non - exclusive,, perpetual, easement for drainage.
purposes in and to the ditch which extends along
the woods line through Tract No. 3 as shown and
delineated on the map recorded in Plat
Cabinet Slide 14 1A from the-southeastern
corner of 'Tract No. 2 in an easterly direction
through Tract No. 3 to the northeastern corner of
Tract No. 3. Said Tract No. 2 and Tract No. 3 are
shown and delineated on the map recorded in Plat
Cabinet J'- , Slide I,� I A. Those parties making,
use of said ditch "shall be responsible, jointly,
for the maintenance and repair of said ditch and
shall have the right to travel up and down the
sides of said ditch to perform such maintenance and
repair.
The aforesaid easements are appurtenant to the above described
II��IIIIIIIII��IIIIIII�IIII��IIIIIIIIIII�IIIIIII�II�I�IIIIIIIII�IIIIIII�II�IIIIIty and shall run with the land.
Image ID: 000061796932 Type: CRP Image ID: 000001438417 Type: CRP
Kind: EASEMENT Page 4 of 6
Page 12 of 14 BK 7 w 1� PG
^ �v
BK2866 P6`6 G� V {FV1

I�
�IIIIIIiIIIIII IIIIIIIIIIIIIVIIIIIIIIIIIIIIIIIIVIIIIIIIIIIIII�IIIIIIIIIIIIIIII
Image 000001796933 Type: CRP Mal" Kinind EA I : EASEMENT -
Pape 13 of 14 Im496 -IU: )00001436425 Type: CRP
SK2886 PG37 Pape 3 of 4
SCHEDULE a BK 741 PG841
LEGAL MSCRIIP'TION
BEGINNING at an existing iron pipe which is located the following three (3) courses and
distances from the intersection of the centerlines of North Carolina State Road 1262 (Dover —
Fort Barnwell Road, a paved public right -of -way 60 feet in width) and North Carolina State
Road 1258 (Jonestown Road, a paved public right -of -way): (a) along and with the centerline of
North Carolina, State Road 1262, in a southwesterly direction, 0.7 miles to a point which is 44.94
feet short of a nail in a culvert under the centerline of said road- (b) leaving the centerline of said
road, South 010 38' 52" West 3,370.48 feet to an existing iron pipe; and (c) South 00° 03' 02"
West 2 ",439.15 feet to an existing iron pipe in a farm road at a comon corner with land either
now or formerly owned, by Weyerhaeuser Company and acquired, I by deed recorded in .Book
'1628, at Page 10 in the Office of the Register "of Deeds of Craven "County, North Carolina, the
same being the true POINT AND PLACE OF BEGINNING; thence along and with the, common
Weyerhaeuser boundary, the following seven (7) courses and distances: (a) along and with said
farm road, South 880 57' 24" West 2,091.66 feet to an existing iron pipe; (b) along and with said
farm road, South 000 05' 04" West 2;334.79 feet to an existing iron pipe; (c) along and with said
farm road, South 000 32'' 59" West 2,518.00,feetto an existing iron pipe; (d) along and with said
farm road South 13° 31' 09" West 182.60 feet, (e) along and with said farm "road, South 3F) 08'
21" East 17.63 feet; (f) leaving said farm road, South 001 10' 13" West 976.50 feet in a ditch; and
(g) along and with said ditch, South 220 13' V' West 1,090.46 feet to an existing iron pipe in a
common boundary with land either now or formerly owned by "Betty Hazelwood, acquired by
deed recorded in Book 212, at Page 70 and shown on a plat .recorded in, Plat Cabinet A, at Slide
117 -I3, all jr, the Office of the Register of Deeds of Craven County, North Carolina"; thence
leaving the common Weyerhaeuser boundary and along and with a common Hazelwood
boundary, the folio wing 'three (3) courses and distances: (a) South 65° 25' 21" East 1,934.81 feet
to a railroad iron; (b) North 62° 56" 27" East 2,079.09 feet to an existing iron pipe; and (c) North
49021, 03" West 1,503.67 feet to an existing iron pipe at a common corner, with 'land either now
or formerly owned. by Guy Warmack Estate, acquired "by deed recorded in Book 140.6, at Page
797 and shown on a plat recorded 'in Plat Cabinet F, at Slide 161 =A, all in the Office of the
Register of Deeds of Craven County, North Carolina; thence leaving the common Hazelwood
boundary and along and with a ditch and -the common Warmack boundary, the following five (5)
courses and distances: (a) North 00° 44' 15" East 1,017.41 feet to a point; (b) South 891 16' 21"
East 59.16 feet to a point; (c) North 00° 23' 46'' West 687.07 feet to a point; (d), North 04',48'26"
East 1,249.11 feet to a point; and (e) North 00° 24' 59" East 2,981.27 feet to the POINT AND
PLACE OF BEGINNING -, containing approximately 386.63 acres, more or less, as shown and
delineated on that certain Survey for Grecnvest LLC, dated February 21, 2008 and prepared by
William Edward Matthews "(L -1282) of Matthews Surveying PLLC.
TOGETHER WITH non - exclusive and perpetual easements and ,rights-of-way for ingress,
egress, access, utilities and further subdivision between the aforesaid property and North
Carolina State Road 126' ) (Lofton Farm Road, a Raved public right -of -way 60 feet in width) ~ in
the area "described as follows: BEGINNING at an existing, iron pipe l
following six (6) courses and distances from the intersection of the centerlines of North C of "ina
State Road 1262 (Dover -- Fort Barnwell Road, a paved publicxight =of- -way 60 feet in width) and
North Carolina State Road 1258 (Jonestown Road, a paved public right -of- -way): (a) along and

with the centerline. of North Carolina State Road 1262, in a southwesterly direction, 0.7 miles to
a point which is 44.94 feet short of a nail in a culvert under the centerline of said road; (b)
leaving the centerline of said,road, South 010 38' 52" West 3,370.48.feet to an existing iron pipe;
(c) South 00° 03' 02" West 2,439.15 feet to an existing iron pipe in a farm road at a common
corner with land either now or formerly owned by Weyerhaeuser Company and acquired by deed
recorded in Book 1628, at Page 10 in the Office of the Register o[ Deeds of Craven County,
North Carolina-;, (d) along and with the common Weyerhaeuser boundary and said farm road,
South 88° 57' 24" West 2,091.66 feet to an existing iron pipe; (e) along and with ,the common
Weyerhaeuser boundary and said farm road, South 00° 0,5' 04" West =2,334.79 feet to an existing
iron pipe; and (f) along and with the common Weyerhaeuser boundary and said farm road, South
000 32' 59" West 2,51.8.00 feet to art existing iron pipe, the' same being the true POINT AND
PLACE OF BEGINNING; thence back up the common Weyerhaeuser boundary and said farm
road, North 000 32' 59" East 103.41, feet to a point; thence leaving the common Weyerhaeuser
boundary, North 89° 27' 01 "' West 30.00 feet to a point; thence South 00° 32' 59" West 100.00
feet to a point; thence South 13° 31' 09" West 170.71 feet to a point; thence North 890 26' 56"
West 1 ,891.66 feet to a point; thence North 82° 29'23", West 202:51 feet to a point; thence South
89° 06' 04" West 248,35 feet to a point; thence South 61° 46' 09" West 110.20 feet to a point;
thence South 31° 48' 42" West 235.10 feet to a point; thence South- 300 56' 26" West 1,371.65
legit to a point; thence North 190 04' 17" West 11:80 feet to a point; thence South 309,011 24"
West 296.08 feet "to a point; thence North 770 35' 29 "' West 329.70'feet to a point; thence North
85 °21' 32" West'299.70 feet to a point; thence North 790 36' 59 West 521.07 feet to a point;
thence North 88° 02''19" West 290.48 feet'to a point; thence South. 60° 04' 29" West 12'6.21 feet
'to a point; thence South 40° 40' 24" West 517.15 feet to a point; thence South 21° 36',39" West"
408.98 feet to, a point; thence South 580 51' 39" West 85.47 feet to aFp6int; thence North 760 48'
36" West 392.,68 feet to a point; thence South 76° 26' 24" West 12$.54 feet to a point; thence
South 340 47' 49" West 504.15 feet to a point; South 30° 50' 59" West 990.68 feet to a point in
the eastern margin of the right -of- -way of North Carolina State Road 1263 (Lofton Farm Road, a
paved public right -of -way 60 feet in width); thence along and -with the eastern margin of the
right-of-way of said state road, South 330 32' 46" .East 55.44 feet to; a point; thence leaving the
eastern margin of the right -of -way of said" state road, North 3,0° 50' 59" East 1,012.92 feet to a
point;, thence North 34° 47' 49" East 483.41 feet to a point; .thence North 760 26' 24" East 97.64
feet to a point; thence South 76° 48' 36" East 401.16 feet to a point; thence North 58° 51' 39" East
122.64 feet to a point; thence North 21 36 39 East 417.44 feet to a- point; thence North 400 40'
24" East 508.67 feet to a point; thence North 60° 04' 29" East 105.21 feet to a point; thence South
88° 02' 19" .Last 281.72 feet to a point; thence South 79 36 59 East 522.25 feet, to a point;
thence South 85° 21' 32" East 300.59 feet to a point;,thence South 77° 35' 29." East 335.30 legit to
a point, thence North 309 01' 24" East 274.78 feet to a point; thence North 19° 04' 17" West
15.20 feet to a point; thence North 30 56 26 East 1,406.37 feet to a point; thence,North 31'48'
42" East 217.07 feet to a point; thence North 61 ° 46' 09" East 94.88, feet to a point; thence North
89° 06' 04" East 231.05 feet to a point; thence `South 82° 29' 23" East 211.65 feet to a point,
thence South 89° 26'56" East 1.928.25 feetto an existing iron pipe in'the common Weyerhaeuser
boundary; thence along and with the common, Weyerhaeuser boundary, North 31 ° 08' 21 " West
17.63 feet to an existing iron pipe; thence along and with the common Weyerhaeuser boundary;
North 130 31' 09" East 182.60 feet to the POINT AND PLACE OF BEGINNING, as shown and
delineated on that certain Survey for Greenvest LLC, dated February 21, 2008 and prepared by
William Edward Matthews (L -1282) of Matthews Surveying PLLC.
IiIIII�II�I�IIIIIIIIIII�IIIIIIIII�II���IIIIIIIIII�IIIIII�IIII�I�I�IIIIIIIIIIIII ����� ��
Image ,ID: 000001796934 Type: CRP Image ID:, )00001438426 Type
Kind: EASEMENT Pape 4 of 4
Pape 14 of 14 K74 ,� PG8�2
-SK2886 Pa38 B

Dear Applicant:
Based on information You supplied, and assuming your operations will'be•a's
stated in your application for recognition of exemption, we have determined you
are exempt from federal income tax under section 501(a) of the Internal Reyenua
Code as-'an- organization described in section 501(c)(3').
Because you'are a newly created organization, we are not now making a'
final determination of your foundation status under section 509(a) of the Code.
However, we have determined that you can reasonably expect to be a publicly
Supported organization described in section 509(a)(2).
Accordingly, during an advance ruling period you will be treated as a
publicly supported organization, and not as a private foundation. This advance
ruling period begins and ends on the dates shown above.
Within 90 days after the end of your advance ruling period, you must
send us the information needed to determine whether you have met the require-
ments of the applicable support test during the advance ruling period, if you
establish that you have been a publicly Supported organization, we will classi-
fy you as a section 509(a)(1) or 509(a)(2) organization as long as you continue
to meet the requirements of the applicable support test. If you do not meet
the public support requirements during the advance ruling period, we will
classify you as a private foundation for future periods. Also, if we classify
You as a private foundation, we will treat you as a private foundation from
your beginning date for purposes of section 507(d) and 4940.
Grantors and contributors may rely on our determination that you are not a
Private foundatiion until 90•days after the end of your advance ruling•period.
If you send us the required information within the 90 days, grantors and
Contributors•may continue`to rely on the advance determination until we make.
L'ettet' 1045 (DO /CG)
9
l
4•
t'
INTERNAL REVENUE SERVICE
DEPARTMENT OF THE TREASURY
P. 0. BOX 2508
CINCINNATI, OH 45201
Date: NOV1 3 2000
Employer Identification Number:
22- 3745010
GREENTRUST ALLIANCE INC
DLN:
17053291065020
C/O BARRETT PENAN
Contact Person:'
6001 MONTROSE RD STE 805
ROCKVILLE, MD 20852 -0000
JEFFREY D SPROUL ID# 31182
Contact Telephone Number:
(877) 829 -5500
Accounting Period Ending:
December 31
Foundation Status Classification:
509 (a)` (2)
Advance Ruling Period Begins:
July 17, 2000
Ad'v'ance Ruling Period Ends:
December 31, 2004
Addendum Applies:
No
Dear Applicant:
Based on information You supplied, and assuming your operations will'be•a's
stated in your application for recognition of exemption, we have determined you
are exempt from federal income tax under section 501(a) of the Internal Reyenua
Code as-'an- organization described in section 501(c)(3').
Because you'are a newly created organization, we are not now making a'
final determination of your foundation status under section 509(a) of the Code.
However, we have determined that you can reasonably expect to be a publicly
Supported organization described in section 509(a)(2).
Accordingly, during an advance ruling period you will be treated as a
publicly supported organization, and not as a private foundation. This advance
ruling period begins and ends on the dates shown above.
Within 90 days after the end of your advance ruling period, you must
send us the information needed to determine whether you have met the require-
ments of the applicable support test during the advance ruling period, if you
establish that you have been a publicly Supported organization, we will classi-
fy you as a section 509(a)(1) or 509(a)(2) organization as long as you continue
to meet the requirements of the applicable support test. If you do not meet
the public support requirements during the advance ruling period, we will
classify you as a private foundation for future periods. Also, if we classify
You as a private foundation, we will treat you as a private foundation from
your beginning date for purposes of section 507(d) and 4940.
Grantors and contributors may rely on our determination that you are not a
Private foundatiion until 90•days after the end of your advance ruling•period.
If you send us the required information within the 90 days, grantors and
Contributors•may continue`to rely on the advance determination until we make.
L'ettet' 1045 (DO /CG)
9
l
4•
t'

VAbE US
-2-
GREENTRUST ALLIANCE INC
a final determination of your foundation status.
If we publish a notice in the Internal Revenue Bulletin stating that we
will no longer treat you as a publicly supported organization, grantors and
contributors may not rely on this determination after the date we publish the
notice. In addition, if you lose your status as a publicly supported organi-
zation, and a grantor or contributor was responsible for, or was aware of, the
act or failure to act, that resulted in your loss of such status, that person
may not rely on this determination from the date of the act or failure to act,
Also, if a grantor or contributor learned that we had given notice that you
would be removed from classification as a publicly supported organization, then
that person may not rely on this determination as of the date he or she
acquired such knowledge.
If you change your sources of support, your purposes, character, or method
of operation, please let us knOW so we can consider the effect of the change on
your exempt status and foundation status. If you amend your organizational
document or bylaws, please send us a copy of the amended document or bylaws.
Also, let us know all changes in your name or address.
As of January 1, 1984, you are liable for social security taxes under
the Federal Insurance Contributions Act on amounts of $100 or more you pay to
each of your employees during a calendar year. You are not liable for the tax
imposed under the Federal. Unemployment Tax Act (FUTA). F
Organizations that are not private foundations are not subject to the pri-
vate foundation excise taxes under Chapter 42 of the Internal Revenue Code.
However, you are not automatically exempt from other federal excise taxes. If
you have any questions about excise, employment, or other federal taxes, please
let us know.
Donors may deduct contributions to you as provided in section 170 of the
Internal Revenue Code. Bequests, legacies, devises, transfers, or gifts to you
or for your use are deductible for Federal estate and gift tax purposes if they
meet the applicable provisions of sections 20SS, 2106, and 2522 of the Code.
Donors may deduct contributions to you only to the extent that their
contributions are gifts,' with no consideration received. Ticket purchases and
similar payments in conjunction with fundraising events may not necessarily
qualify as deductible contributions, depending on the circumstances. Revenue
Ruling 67 -246, published in cumulative Bulletin 1967 -2, on page 104, gives
guidelines regarding when taxpayers may deduct payments for admission to, or
other participation in, fundraising activities for charity.
You are not required to file Form 990, Return of Organization Exempt From
Income Tax, if,,your gross receipts each year are normally $25,000 or less. If
you receive a Form 990 package in the mail, simply attach the label provided,
check the box in the heading to indicate that your annual gross receipts are
normally $25,000 or 1000, and sign the return. Because you will be treated as
a public charity for return filing purposes during your entire advance ruling
Period, you should file Form 990 for each year in your advance ruling period
Letter 1045 (DO /CG)

-3-
GREENTRUST ALLIANCE INC
that you exceed the $25,000 riling threshold even if your sources of support
do not satisfy the public support test specified in the heading of this letter.
If a return is required, it must be filed by the 15th day of the fifth
month after the end of your annual accounting period. A penalty of $20 a day
is charged when a return is filed late, unless there is reasonable cause for
the delay. However, the maximum penalty charged cannot exceed $10,000 or
5 percent of your gross receipts for the year, whichever is less. For
organizations with gross receipts exceeding $1,000,000 in any year, the penalty
is $100 per day per return, unless there is reasonable cause for the delay.
The maximum penalty for an organization with gross receipts exceeding
$1,000,000 shall not exceed $50,000. This penal ty may also be charged if a
file it.
return is not complete. So, please be sure your return is complete before you
You are not required to file federal income tax returns unless you are
subject to the tax on unrelated business income under section 511 of the Code.
If you are subject to this tax, you must file an income tax return on Form
990 -T, Exempt Organization Business Income Tax Return. In this letter we are
not determining whether any of your present or proposed activities are unre-
lated trade or business as defined in section 513 of the Code.
You are required to make your annual information return, Form 990 or
Form 990 -EZ, available for public inspection for three years after the later
of the due date of the return or the date the return is filed. You are also
required to make available for public inspection your exemption application,
any supporting documents, and your exemption letter. Copies of these
documents are also required to be provided to any individual upon written or in
person request without charge other than reasonable fees fox copying and
postage. You may fulfill this requirement by placing these documents on the
Internet. Penalties may be imposed for failure to comply with these
requirements. Additional information is available in Publication 557,
Tax - Exempt Status for Your Organization, or you may call our toll free
number shown above.
You need an employer identification number even if you have no employees.
If an.emplover identification number was not entered on your application, we
will assign a number to you and advise you of it, please use that number on
all returns you file and in all correspondence with the Internal Revenue
service.
If we said in the heading of this letter that an addendum applies, the
addendum enclosed is an integral part of this letter.
Because this lettex could help us resolve any questions about your exempt
status and foundation status, you should keep it in your permanent records.
We have sent a copy of this letter to your representative as indicated
in your power of attorney.
Letter 1045 (AO /CC)

-4-
GRrWTRG'ST ALLIANCE INC
If you have any questions, please contact the person whose name and
telephone number are shown in the heading of this letter_
Sincerely yours,
' Steven T. Miller
Steven T. Miller
Director,-Exempt Organizations
Enclosure (s)
Form 872 -C
I "Ur- CJz)
Letter 1045 (DO /CG)
5

Internal Revenue Service
Director, Exempt Organizations
Rulings and Agreements
Date: November 30, 2005
GREENTRUST ALLIANCE, INC.
c /o: Nicholas Rudi
1930 East Marlton Pike; Suite Q16
Cherry Hill, NJ 08003
Dear Sir or Madam:
Department of the Treasury
F.O. Box 2508
Cincinnati, Ohio 45201
Person to Contact - ID #:
Mitchell Steele - ID #31 -03916
Contact Telephone Numbers:
513 -263 -3677 Phone
513 - 263 -3571 Fax
Federal Identification Number:
22- 3745010
In our letter dated November 13,2000, we determined that you were exempt from
Federal income tax under section 501(a) of the Internal Revenue Code of 1986 as
an organization described in section 501(c)(3).
Because you were a newly created organization, we did not make a final
determination of your private foundation status under section 509(a) of the
Code. However, we determined that you could reasonably be expected to be a
publicly supported organization described in section 509(a)(1) or 509(a)(2) of
the Code. We also determined that you would be treated as other than a private
foundation during your advance ruling period.
Based on the financial information you submitted covering your advance ruling
period, we have determined that you are a private foundation as defined in
section 509(a) of the Code. Your exempt status as an organization described in
section 501(c)(3) remains in effect.
You do not constitute ,an organization described in section 509(a)(1),
509(a)(2), 509(a)(3) or 509(a)(4) of the Code for the following reasons:
You are not an organization described in section 509(a)(1) of the Code because
you are not an organization described in sections 170(b)(1)(A)(i) through
170(b)(1)(A)(v) of the Code. Further, you are not an organization described in
section 170(b)(1)(A)(vi) of the Code because you failed to meet either the 33-
1/3 percent -of- support test or the 10 percent facts and circumstances test. In
this regard, it is provided in section 1.170A- 9(e)(6) of the Income Tax
Regulations that in determining whether or not such tests are met, support from
direct or indirect contributions from the general public includes contributions
from an individual, trust, or corporation but only to the extent that the total
contribution from a single such individual, trust, or corporation does not
exceed 2'percent of the organization's total support. A review of the
financial information you recently submitted indicates that you do not meet the
33 -1/3 percent -of- support test for the reasons set forth on Enclosure I.
Section 1.170A- 9(e)(3) of the Regulations provides that if an organization
fails to meet the 33 -1/3 percent -of- support test, it will be treated as a

Page 2
Greentrust Alliance, Inc.
23- 3745010
publicly supported organization if it normally receives at least 10 percent of
its support from governmental units, from contributions made directly or
indirectly by the general public, or from a combination of these sources. An
organization must'�also maintain a continuous and bona fide program for
solicitation of funds from the general public and have a governing body
representative of the broad interest of the public.
Additional factors considered include the percentage of financial support,
sources of support, the availability of public facilities or services, and
whether solicitations for members are aimed at a substantial number of persons.
You do not meet the facts and circumstances test for the reasons set forth on
Enclosure I.
You are not an organization described in section 509(a)(2) of the Code because
you do not meet the support tests provided in sections 509(a)(2)(A) and
509(a)(2)(B) of the Code. In this regard, it is provided that in determining
whether or not such tests are met, an organization must normally receive more
than one -third of its support from any combination of gifts,-grants,
contributions, or membership fees; and gross receipts from admissions, sales of
merchandise, performance of services, or furnishing of facilities, in an
activity which is not an unrelated trade or business (within the meaning of
section 513 of the Code), not including such receipts from any person, or from
any bureau or agency of a governmental unit, in excess of the greater of $5000
or 1 percent of the organization's support in such taxable years, or from
disqualified persons (as defined in section 4946 of the Code); and normally not
more than one -third of its support from gross investment income. Section 4946
of the Code provides, in part, that the term "disqualified person" means, with
respect to a private foundation, a person who is a substantial contributor to a
foundation. The term "substantial contributor" as defined in section 507(d)(2)
of the Code, means any person who contributed an aggregate amount of more than
$5,000 to the foundation, if such amount is more than 2 percent of the total
contributions received by the foundation before the close of the taxable year
in which the contribution is received. A review of the financial information
you submitted indicates that you do not meet the support tests for the reasons,
set forth on Enclosure I.
You are not an organization described in section 509(a)(3) of the Code because
you are not organized and operated solely for the benefit of, or in connection
with one or more of the organizations described in sections 509(a)(1) or
509(a)(2) of the Code.
You are not an organization described in section 509(a)(4) of the Code because
you are not organized and operated exclusively for testing for public safety.
Based on the information you submitted covering your advance ruling period, we
determined you qualify as a private operating foundation under section
4942(j)(3) of the Code. You will be treated as a private operating foundation
as long as you continue to meet the requirements of section 4942(j)(3).

Page 3
Greentrust Alliance, Inc.
23- 3745010
As a private foundation you are required to file Form 990 -PF, Return of Private
Foundation or Section 4947(a)(1) Trust Treated as a Private Foundation, by the
15th day of the fifth month following the close of your annual accounting
period. There is a penalty of $20 a day ($100 a day for large organizations),
up to a maximum of $10,000 ($50,000 for large organizations) or 5 percent of
your gross receipts (whichever is less), for each return filed late, unless
there is reasonable cause for the delay. (A large organization is one that has
gross receipts exceeding $1 million for the,tax year.)
Since you are classified as a private foundation as of the date of this letter,
all parts of the Form 990 -PF for the year ended *December 31, 2005, should be
completed. However, the figures for column (c) of Part I, all of Part IX
through Part XIV, and Part XV (if applicable), and your answers to the
questions in Part VII should reflect only the period beginning on the above
date and ending on the last day of your tax year.
Forms 990 -PF for subsequent years should be completed and filed according to
the instructions for those forms.
Forms 990 -PF for subsequent years must be filed by the 15th day of the fifth
month after the end of your annual accounting period.
If you become supported by the public in the future, or expect to become
supported by the public, you may request that your private foundation status be
terminated under section 507 of the Code.
If you are in agreement with our proposed determination, please sign and return
one copy of the enclosed Form 6018, Consent to Proposed Adverse Action.
If you do not agree with our determination, you have the right to protest it.
To protest, you should file a written appeal as explained in the enclosed
Publication 892, "Exempt Organizations Appeal Procedures for Unagreed Issues."
Your appeal should give the facts, law, and any other information to support
your position. The appeal must be submitted within 30 days from the date of
this letter and must be signed by one of your principal officers. You may
request a hearing with a member of the Office of the Regional Director of
Appeals when you file your appeal. If a hearing is requested, you will be
contacted to arrange a date for it. The hearing may be held at the regional
office, or, if you request, at any mutually convenient district office. If you,
will be represented by someone who is not one of your principal officers, that
person will need to file a power of attorney or tax information authorization
with us.
If you do not protest this determination within 30 days from the date of this
letter, this letter will become our final determination in this matter.
Further, if you do not appeal this determination in a timely manner, it will be
considered by the Internal Revenue Service as a failure to exhaust available

Greentrust Alliance, Inc. Page 4
23- 3745010 '
administrative remedies. Section 7428(b)(2) of the Internal Revenue Code
provides in part that, "A declaratory judgment or decree under this section
shall not be issued in any proceeding unless the Tax Court, the Claims Court,
or the district court of the United States for the District of Columbia
determines that the organization involved has exhausted administrative remedies
available to it within the Internal Revenue Service."
Because this letter could help resolve any questions about your private
foundation status, please keep it with your permanent records.
If you have any questions, please contact the person whose name and telephone
number are shown in the heading of this letter.
Sincerely,
Lois G. Le er
Director, Exempt Organizations
Rulings and Agreements
Enclosures: Enclosure I
Publication 892
Form 6018

Page 5
Greentrust Alliance, Inc.
23- 3745010
Enclosure I
Reasons for Proposed Adverse Action
You are not an organization described in section 509(a)(1) and
170(b)(1)(A)(vi) of the Code because your total public support equals 1.14
percent. This has been computed and attached as Exhibit 1.
You do not meet the ten percent facts and circumstances test. To be considered
under the ten percent facts and circumstances test, you must have 10 percent or
greater in public support and you must be organized so as to attract new
sources of public support. Since you have received less than 10 percent of
your support from qualified public sources, the 10 percent facts and
circumstances test cannot be applied.
To meet the requirements for classification under section 509(a)(2), an
organization must receive at least one third of its support from related
activities income, contributions, dues, etc., and less than one third from
investment income. Income from disqualified persons or substantial
contributors are not included when measuring public support. You are not an
organization described in section 509(a)(2) because your public support
percentage is 1.08 percent. This has been computed and attached as Exhibit 2.
J

Exhibit 2
Name: GreenTrust Alliance, Inc.
EIN: 22- 3745010
Period: 2000 -2004
SUPPORT TEST COMPUTATION FOR IRC 509(a)(2) ORGANIZATIONS
Public Support Test results: TEST FAILED
Gross Investment Test results: _ TEST PASSED
Both tests must be passed to qualify for IRC 509(a)(2).
PUBLIC SUPPORT TEST
1 . Gifts, grants, and contributions received ............. ............................... $ 449,478
(DO NOT INCLUDE UNUSUAL GRANTS)
2. Membership fees received ............................... ...............................
3. Exempt function income ................................. ............................... 12,890
4. Interest, dividends, etc ................................... ............................... 1,609
5. Net income from Unrelated Business activity ( UBI ) ..............................
6. Tax revenues levied for organization benefit ......... ...............................
7. Value of services or facilities furnished by governmental unit ..................
8. Other income (Do not include gain /loss from sale ...............................
of capital assets)
9 . Total of lines 1 through 8 ................................ ............................... $ 463,977
10 . Add lines 1,2,3,6 and 7 .................................. ............................... $ 462,368
11 . Deduct: a. Income from disqualified persons
See details on Schedule A ......................... ........................ 449,478
b. Excess exempt function income
See details on Schedule B ................. ............................... 7,890
12 . Line 10 less lines 11a & 11b = public support (numerator) ................... $ 5,000
13 . Total support from line 9 ( denominator) .............. ............................... $ 463,977
14 . Public support percentage (line 12/ 13) .............. ............................... 1.08%
Gross Investment Test
15 . Investment Income from line 4 ......................... ............................... 1,609
16 . Unrelated business income on line 5 less tax paid .............................. -
17 . Total of lines 15 and 16 ( numerator) ................... ............................... 1,609
18 . Total support from line 9 ( denominator) .............. ............................... 463,977
19 . Gross investment percentage (line 17 /line 18) .... ............................... 0.35%

'Name: GreenTrust Alliance, Inc.
EIN: 22-3745010
Period: 2000-2004
Schedule Ai Exclusion ,of Disqualified Persons' Support
Schedule B, Exclusion of Excess Exempt Function Income
Total support
I% of total support
Greater amount $5000 or 1 %
Year 1
Name
Year 1
Year 2
Year 3
, -,�Z�
Year 4
-
`$'449Q4
Year 5
Total
$ 44%478
2
0
L
PlIVIt
4,500
11
$ 5,000
3
4
"'WFM 40r�,
OT
&'27,
"A"'k", ii,
mow-
Rv-mww*,wr,,*
°v
M -,�11
5
Ro -!%0-VLVV7
'5214U.,
vzwananw
qm;v
;2f,
6
1 &k 7,-
M PARAW
IL
77
g LA?, j
�jilhi Nxwwmtat�vm T"",
6
'011 a
W
7hlv
77
gmgge
Ug"M
8
7'
Vlil
!111NMIM,
120,1118-41AIR
9
7 777
10
94�?
—,"UR",
Atw, 30,6-
HIF"t"577
Tq
U
10
,Total(Reporton page 1, line 11d)
Rt5,�77777777
7,77,77,,� _1 _4
449,478-
Total
$ 449,47,8
Schedule B, Exclusion of Excess Exempt Function Income
Total support
I% of total support
Greater amount $5000 or 1 %
Year 1
Year 2
Year 3
Year 4
Year 5
Year 5
jT2`F8�%v;A'A49i
MW
0
0
j 129,
4,500
11
$ 5,000
5,600
$ � 5,000
'$ 5,000
$ 5,000
Exempt function income, payers exceeding the greater of $5000 or 1%
Year 1
V ea Year Year A
Total disqualified exempt $ 7,890
function income - (report on page 1, line 11 b).
1
$ 7,890
Year 5
MW
j e
2
97,4
KU T-7 777 g7l';-',
M
3
212112,"I"ZI'M �-, q i",
M -,�11
70
V
� WPY
qm;v
;2f,
M
M PARAW
g LA?, j
6
'011 a
W
7hlv
77
gmgge
Ug"M
7'
8
Tq
U
10
Rt5,�77777777
7,77,77,,� _1 _4
5
Total
$
$
$ 12,890
$
$
Total disqualified exempt $ 7,890
function income - (report on page 1, line 11 b).
1
$ 7,890

Department Internal
of the Revenue
Treasury Service
Exempt Organization
Publication 892 (Rev. 7 -85)
Catalog Number 46844C
www.frs.gov
Appeal Procedures for Unagreed Issues
If the Organization
Agrees
Exempt Status Issues
If an organization decides to agree with the determination of
its status as proposed in the determination letter, it may
notify the office at the address shown on the letter by phone
or mail. If the organization takes no action, the decision will
become final in 30 days. If both tax and exempt status
issues are Involved, that is, if a specific amount of tax has
been proposed and an adverse determination of the
organization's status has also been proposed, the
organization should respond immediately indicating what
action it Intends to take. Any questions should be directed to
the person whose name and telephone number are shown
on the letter enclosing these procedures.
Tax Issues
If an organization decides to agree with the tax findings in
the examination report, the agreement form enclosed with
the transmittal letter should be signed and returned. By
signing, the organization agrees to pay the amount of tax
shown on that form. Interest charges on that tax will stop 30
days after the form is filed. No further interest (or penalties)
Will be charged if the organization pays the amount owed
within 10 days from the date of the notice it receives
showing such amount If the tax is paid when the agreement
form is signed, interest stops Immediately.
If the organization wishes to pay the tax, make the check or
money order payable to the Internal Revenue Service. In-
clude interest on the additional tax (but not on penalties)
from the due date of the return to the date of payment. The
annual rate of interest is established under section 6621(b).
Please do not send cash through the mail. If the examination
results In a refund, the Internal Revenue Service can have a
refund Issued more promptly if the agreement form is
signed. The organization will receive interest on the amount
of the refund.
If the Organization
Does Not Agree
Because people sometimes disagree on issues, the Service
maintains a system of appeals.
An organization's appeal rights may vary depending on
whether or not additional tax has been proposed. Certain
appeal procedures are available for issues resulting in
additional tax. These appeal rights also extend to persons
subject to tax under chapter 42 of the Code, such as
foundation managers. Other procedures are available for
issues involving determination, revocation, or modification of
an organization's exempt or private foundation status.
Eventually, a tax may be charged even on an exempt status
Issue. Issues Involving determination, revocation, or
modification of an organization's exempt status may not be
appealed to the courts until a tax has been proposed or paid
unless the adverse determination, revocation, or
modification concerns exempt status or certain related
questions under section 501(c)(3) of the Code and related
provisions. (See the section on Declaratory Judgment, in
these procedures.)
If an organization decides not to agree with the proposed
findings, It may appeal the decision as explained In Part I,
Adverse Determination, Revocation, or Modification letter, or
Part II, Proposed Additional Tax. If both tax and determine-
Eon Issues are involved, the determination issue will usually
be resolved before the tax Issue. In these cases, the
organization's appeal should cover the requirements of both
Parts I and II.
Representation
A principal officer or trustee may represent an organization
at any level of appeal. Or, the organization may be
represented by an attorney, certified public accountant, or
individual enrolled to practice before the Internal Revenue
Service, provided the representative is qualified to practice
before the Service.
If the organization's representative attends a hearing without
a principal officer or trustee, the representative must file a
power of attorney or a tax information authorization before
receiving or Inspecting confidential information. Form 2848,
Power of Attorney and Declaration of Representative, or
Form 2848 -D, Tax Information Authorization and Declara-
tion of Representative, as appropriate, (or any other proper-
ly written power of attorney or authorization) may be used
for this purpose. Copies of these forms may be obtained
from Internal Revenue district offices.

Publication 892 (Rev. 7-85) Page 2
Part , I - Adverse Determination, Revoca-
tion, or Modification Letter
The sections below explain the appeal procedures If
an organization receives a proposed adverse
determination letter, or a letter proposing revocation or
modification of exempt status. If the organization does
not exercise its appeal rights within the time provided, It
will be considered by the Internal Revenue Service as a
failure to exhaust available administrative remedies. A
declaratory judgment under section 7428 of the Code
will not be Issued In a case subject to that provision
unless a court with jurisdiction determines that the
organization involved has exhausted its administrative
remedies available within the Internal Revenue Service.
Key District Action
If an organization receives from a key district office of the
Internal Revenue Service a proposed adverse determination
letter or a determination letter proposing revocation or
modification of exempt status, the organization may, within
30 days from the date of the letter, appeal through the key
district office to the Office of the Regional Director of
Appeals.
If no appeal is filed within the 30-day period, the proposed
adverse determination, revocation, or modification letter will
become final.
Key district offices must request technical advice from the
National Office on any exempt organization status issue for
which there is no published precedent or for which there is
reason to believe that nonuniformity exists. If an organiza-
tion believes that its case falls within this category, it should
ask the District Director to request technical advice. If a
determination letter is issued based on technical advice from
the National Office, no further administrative appeal is
available on the Issue that was the subject of technical
advice.
Regional Office Appeal
The appeal to the Office of Regional Director of Appeals
should be filed with the key district office and contain the
following information:
1. The organization's name, address, and employer iden-
tification number,
2. A statement that the organization wants to appeal the
determination;
3. The date and symbols on the determination letter,
4. A statement of facts supporting the organization's posi-
tion in any contested factual issue;
5. A statement outlining the law or other authority the
organization is relying on; and
6. A statement as to whether a hearing Is desired.
The statement of facts (item 4) must be declared true
under penalties of perjury. This may be done by adding to
the appeal the following signed declaration:
"Under penalties of perjury, I declare that I have examined
the statement of facts presented in this appeal and in any
accompanying schedules and statements and, to the best of
my knowledge and belief, they are true, correct, and
complete."
If the organization's representative submits the appeal, a
substitute declaration must be Included stating:
1. That the representative prepared the appeal and accom-
panying documents; and
2. Whether the representative knows personally that the
statements of facts contained In the appeal and accom-
panying documents are true and correct.
Please be sure the appeal contains all of the information
asked for In this section. Incomplete appeals will be returned
for completion.
If a hearing is requested, it will be held at the regional office,
unless the organization requests that the meeting be held at
a district office convenient to both parties.
If the regional office, after considering the organization's
appeal as well as Information presented in any hearing held,
agrees with the key district office's position in whole or in
part, it will notify the organization of its decision in writing,
presenting a statement of the key facts, law, rationale, and
conclusions for each Issue contested.
The Office of Regional Director of Appeals must request
technical advice from the National Office on any exempt
organization status issue or which there is no published
precedent or for which there is reason to believe that
nonuniformity exists. If an organization believes that its case
falls within this category, It should ask the Director of
Appeals to request technical advice. If a determination letter
Is issued based on technical advice from the National
Office, no further administrative appeal is available on the
Issue that was the subject of technical advice.
Declaratory Judgment
Final adverse determination, revocation, and modification
letters concerning exemption qualification or private founda-
tion classification are subject to court review. The letter must
contain an adverse ruling on one or more of the following
issues:

1. Initial or continuing qualification as an organization
described in section 501(c)(3) of the Code;
2. initial or continuing qualification as an organization
described in section 170(c)(2) of the Code;
3. Initial or continuing classification of an organization as a
private foundation described In section 509(a) of the Code;
or
4. Initial or continuing classification of an organization as an
operating foundation described in section 49420)(3) of the
Code.
An organization that has received a final adverse letter by
registered or certified mail concerning any such issue may file
a petition for declaratory judgment with respect to the Ser-
vice decision on that issue. Within 90 days of the date the
final adverse letter was mailed, the petition must be filed with
the United States Tax Court, the United States Claims Court,
or the United States District Court for the District of Columbia.
These courts will hear declaratory judgment petitions before
any amount of tax in controversy has been paid. However,
processing of assessments of such taxes by the Service may
continue during declaratory judgment proceedings.
For information about filing suit in these courts, contact the
Clerk of the Tax Court, 400 Second St, N.W., Washington,
D.C. 20217, Clerk of the Claims Court, 717 Madison Place,
N.W., Washington, D.C. 20005, or Clerk of the United States
District Court for the District of Columbia, Third and Constltu-
don Avenues, N.W., Washington, D.C. 20001.
If the declaratory judgment is adverse to the organization and
the matter is referred to the Examination Division for
determination of any taxes due as a result of the court deci-
sion, additional appeal rights within the Service concerning
the tax computation will be available.
Part II - Proposed Additional Tax
If, after an examination is completed, the key district office
determines that the organization owes additional tax, an
examination report will be issued explaining the reasons for
the proposed adjustments.
If the organization disagrees with the proposed adjustments,
It has the right to appeal within the Service, take the case to
court, or both.
The following general rules explain how to appeal a case
Involving proposed additional tax.
Appeal Within The Service
An organization may appeal the decision of the key district
office to the Office of Regional Director of Appeals. This is
done by filing an appeal with the key district office within 30
days from the date of the letter transmitting the examination
report
Publication 892 (Rev. 7-85) Page 3
The appeal should contain:
1. The organization's name, address, and omployer iden-
tification number,
2. A statement that the organization wants to appeal the
findings of the key district office to the Office of Regional
Director of Appeals;
3. The date and symbols on the letter transmitting the ex-
amination report and findings that the organization is
appealing;
4. The tax periods involved;
5. An itemized list of the adjustments with which the
organization does not agree;
6. A statement of facts supporting the organization's posi-
tion in any contested factual issue;
7. A statement outlining the law or other authority the
organization is relying on; and
8. A statement as to whether a hearing is desired.
The statement of facts (item 6) must be declared true
under penalties of perjury. This may be done by adding to
the appeal the following signed declaration:
"Under penalties of perjury, I declare that I have examined
the statement of facts presented in this appeal and in any
accompanying schedules and statements and, to the best of
my knowledge and belief, they are true, correct, and
complete."
If the organization's representative submits the appeal, a
substitute declaration must be included stating:
1. That the representative prepared the appeal and accom-
panying documents; and
2. Whether the representative knows personally that the
statements of fact contained in the appeal and accompa-
nying documents are true and correct.
Please be sure that the appeal contains all of the informa-
tion asked for in this section. Incomplete appeals will be
returned for completion.
If a hearing is requested, it will be held at the regional office,
unless the organization requests that the meeting be held at
a district office convenient to both parties.
If the Office of Regional Director of Appeals, after
considering the organization's appeal as well as information
presented in any hearing held, agrees with the key district
office's position In whole or in part, it will notify the
organization of its decision in writing, presenting a statement
of the key facts, law, rationale, and conclusions for each
issue contested.
A notice of deficiency will be issued at this point and to
appeal further, the organization must turn to the courts.

Publication 892 (Rev. 7-85) Page 4
In situations involving both a proposed revocation or
modification of a previous ruling or determination letter and
additional tax, issuing the notice of deficiency may be
delayed pending the outcome of any request for technical
advice made to the National Office on the determination,
revocation, or modification Issue.
Appeals to the Courts
If the organization and the Service disagree after appeal
to the regional office, or If the organization wants to bypass
the regional off ice appeal, it may take the case to the United
States Tax Court, the United States Claims Court, or the
District Court. These courts are Independent judicial bodies
and have no connection with the Internal Revenue Service.
Tax Court
If the case involves a disagreement over whether the
organization owes additional income tax or excise tax im-
posed by chapters 41 through 45 of the Internal Revenue
Code, the organization may go to the United States Tax
Court. To do this, ask the Service to issue a notice of
deficiency. The organization has 90 days from the date this
notice is mailed to file a petition with the Tax Court (150
days If addressed to an organization outside the United
States). If a petition is not filed within the 90-day period (or
150 days, as the case may be) the law requires that the
Service assess the tax and bill the organization for the
deficiency.
The Court will schedule the case for trial at a location
convenient to the organization. The organization may be
represented by a principal officer or trustee before the Tax
Court, or it may be represented by anyone admitted to prao-
tice before that Court.
There are simplified Tax Court procedures for cases
involving income tax disputes of $10,000 or less for any
year or, in the case of excise taxes imposed by chapters
41 through 45, when the amount of tax in dispute is
$10,000 or less for any one taxable period (or taxable
event-if there is no taxable period). These procedures apply
even if the notice of deficiency issued by the Service was for
more than the $10,000 limitation but the taxpayer contests
only $10,000 or less of the deficiency for any one year,
taxable period or taxable event, whichever applies. If
multiple years or taxable events are Involved, the simplified
procedures may be invoked if the taxpayer does not contest
more than the $10,000 limitation for any one year or taxable
event covered by the deficiency notice or notices.
Information regarding these procedures and other matters
relating to the Court may be obtained from the Clerk of the
Tax Court, 400 Second St., N.W., Washington, D.C. 20217.
District Court and Claims Court
An organization may take Its case to its United States
District- Court or to the United States Claims Court.
Generally, the District Court and the Claims Court hear tax
cases only after the tax has been paid and a claim for refund
has been filed. Information about procedures for filing suit In
these courts can be obtained by contacting either the Clerk
of the District Court, or the Clerk of the Claims Court.

Department of the Treasury- Intemal Revenue Service
Form 6018 Consent to Proposed Action - Section 7428
(Rev. 1 -2004) (All references are to the Internal Revenue Code)
Case Number
204362028
Date of Latest Determination Letter
November 13, 2000
Employer Identification Number
223745010
Date of Proposed Action Letter
NOV 3 0 2005
In
Name and Address of Organization
GREENTRUST ALLIANCE, INC.
1930 East Marlton Pike, Suite Q16
Chevy Hill, NJ 08003
I consent to the proposed action relative to the above organization as shown by the box checked below. I understand
that Section 7428 of the Internal Revenue Code applies to the proposed action. This consent serves to signify my
present intent not to exercise the right to protest the proposed action or the right to seek a Declaratory Judgment. It does
not constitute a waiver of those rights.
Nature of Proposed Action
If you agree to the proposed action, please sign and return this consent You should keep a copy for your
records.
Name of Organization
Signature
Signature
Date
Date
Instructions for Use of this Form Signature Instructions
This consent is to be used only for proposed actions subject This consent should be signed by hand with the name of the
to declaratory judgment under section 7428 (i.e. actions organization followed by the signature(s) and title(s) of the person(s)
related to qualification under section 501(c)(3) or foundation authorized to sign for it. An attorney or agent may sign provided the
status under section 509(a)). action is specifically authorized by a power of attorney (POA). If the
POA was not previously filed, please include it with this form.
Catalog Number 430000 www.irs.gov Form 6018 (Rev.1 -2004)
Denial of exemption
Revocation of exemption, effective (date)
Modification of exempt status from section 501(c)( ) to 501(c)( ), effective (date)
Classification as a private non - operating foundation (section 509(a)), effective (date) NOV 3 0 2005
Classification as an operating foundation (section 49426)(3), effective (date)
Classification as an organization described in section 509(a)( ), effective (date)
Classification as an organization described in section 509(a)(1) and 170(b)(1)(A)( ), effective (date)
If you agree to the proposed action, please sign and return this consent You should keep a copy for your
records.
Name of Organization
Signature
Signature
Date
Date
Instructions for Use of this Form Signature Instructions
This consent is to be used only for proposed actions subject This consent should be signed by hand with the name of the
to declaratory judgment under section 7428 (i.e. actions organization followed by the signature(s) and title(s) of the person(s)
related to qualification under section 501(c)(3) or foundation authorized to sign for it. An attorney or agent may sign provided the
status under section 509(a)). action is specifically authorized by a power of attorney (POA). If the
POA was not previously filed, please include it with this form.
Catalog Number 430000 www.irs.gov Form 6018 (Rev.1 -2004)

618 Department of the Treasury-Internal Revenue Service
Form
(Rev. Form 01 Consent to Proposed Action - Section 7428
(All references are to the Internal Revenue Code)
Case Number
204362028
Date of Latest Determination Letter
November 13, 2000
Employer Identification Number
223745010
Date of Proposed Action Letter
3 0 2005
in
Name and Address of Organization
GREENTRUST ALLIANCE, INC.
1930 East Marlton Pike, Suite Q16
Chevy Hill, NJ 08003
I consent,to the proposed action relative to the above organization as shown by the box checked below. I understand
that Section 7428 of the Internal Revenue Code applies to the proposed action. This consent serves to signify my
present intent not to exercise the right to protest the proposed action or the right to seek a Declaratory Judgment. It does
not constitute a waiver of those rights.
Nature of Proposed Action
If you agree to the proposed action, please sign and return this consent You should keep a copy for your
records.
Name of Organization
Signature
Date
Date
Instructions for Use of this Form Signature Instructions
This consent is to be used only for proposed actions subject This consent should be signed by hand with the name of the
to declaratory judgment under section 7428 (i.e. actions organization followed by the signature(s) and title(s) of the person(s)
related to qualftedon under section 501(c)(3) or foundation authorized to sign for it. An attorney or agent may sign provided the
status under section 509(a)). action is specifically authorized by a power of attorney (POA). If the
POA was not previously filed, please Include it with this form.
Catalog Number 430000 www.irs.gov Form 6018 (Rev. 1 -2004)
Denial of exemption
Revocation' of exemption, effective (date)
Modification of exempt status from section 501(c)( ) to 501(c)( ), effective (date)
Classification as a private non - operating foundation (section 509(a)), effective (date) NOV 3 0 10
Classification as an operating foundation (section 49420)(3), effective (date)
Classification as an organization described in section 509(a)( ), effective (date)
Classification as an organization described in section 509(a)(1) and 170(b)(1)(A)( ), effective (date)
If you agree to the proposed action, please sign and return this consent You should keep a copy for your
records.
Name of Organization
Signature
Date
Date
Instructions for Use of this Form Signature Instructions
This consent is to be used only for proposed actions subject This consent should be signed by hand with the name of the
to declaratory judgment under section 7428 (i.e. actions organization followed by the signature(s) and title(s) of the person(s)
related to qualftedon under section 501(c)(3) or foundation authorized to sign for it. An attorney or agent may sign provided the
status under section 509(a)). action is specifically authorized by a power of attorney (POA). If the
POA was not previously filed, please Include it with this form.
Catalog Number 430000 www.irs.gov Form 6018 (Rev. 1 -2004)