WQ0044259_Application_20230327

Initial Review
Reviewer Nathaniel.Thornburg
Is this submittal an application? (Excluding additional information.) *
Yes No
Permit Number (IR) * WQ0044259
Applicant/Permittee Carolina Poultry Power RG2, LLC
Applicant/Permittee Address 3150 Stantonsburg Road SE, Wilson, NC 27893
Is the owner in BIMS? Yes ) NO Is the facility in BIMS?
Owner Type
Facility Name
County
Fee Category Major
Is this a complete application?*
Yes No
Signature Authority
Signature Authority Title
Signature Authority Email
Document Type (if non -application)
Email Notifications
Organization
Carolina Poultry Power - Wilson CUS
Wilson
Does this need review by the hydrogeologist? * Yes No
Regional Office
CO Reviewer
Admin Reviewer
Fee Amount
Complete App Date
03/27/2023
Yes No
$1,310
Below list any additional email address that need notification about a new project.
Email Address
Comments to be added to email notfication
Comments for Admin
Comments for RO

Comments for Reviewer
Comments for Applicant

Submittal Form
Project Contact Information
Please provide information on the person to be contacted by NDB Staff regarding electronic submittal, confirmation of receipt, and other correspondence.
Name* Kim Melvin
Email Address*
[e-mail]
Project Information
.........................
Application/Document Type*
New (Fee Required)
Modification - Major (Fee Required)
Renewal with Major Modification (Fee
Required)
Annual Report
Additional Information
Other
Phone Number*
864-414-3059
Modification - Minor
Renewal
GW-59, NDMR, NDMLR, NDAR-1,
N DAR-2
Residual Annual Report
Change of Ownership
We no longer accept these monitoring reports through this portal. Please click on the link below and it will take you to the correct form.
https://edoes.deq.nc.gov/Forms/NonDischarge_Monitoring_Report
Permit Type:*
Wastewater Irrigation
High -Rate Infiltration
Other Wastewater
Reclaimed Water
Closed -Loop Recycle
Residuals
Single -Family Residence Wastewater
Other
Irrigation
Applicant/Permittee*
Carolina Poultry Power RG2, LLC
Applicant/Permittee Address*
3150 Stantonsburg Road SE, Wilson, NC 27893
Facility Name*
Carolina Poultry Power - Wilson CUS
Please provide comments/notes on your current submittal below.
The application report body provides a narrative description of the project as well as the locations of each application section.
Payment was mailed one week ago.
At this time, paper copies are no longer required. If you have any questions about what is required, please contact Nathaniel Thornburg
at [e-mail].
Please attach all information required or requested for this submittal to be reviewed here.
(Application Form, Engineering Plans, Specifications, Calculations, Etc.)
CPP Wilson Pond Permit App Package Mar 2023.pdf 28.05MB
Upload only 1 PDF document (less than 250 MB). Multiple documents must be combined into one PDF file unless file is larger
than upload limit.
* By checking this box, I acknowledge that I understand the application will not be accepted for pre -review until the fee (if required) has
been received by the Non -Discharge Branch. Application fees must be submitted by check or money order and made payable to the
North Carolina Department of Environmental Quality (NCDEQ). I also confirm that the uploaded document is a single PDF with all parts
of the application in correct order (as specified by the application).
Mail payment to:
NCDEQ — Division of Water Resources
Attn: Non -Discharge Branch
1617 Mail Service Center
Raleigh, NC 27699-1617
Signature
ew-g1-"
Submission Date 3/27/2023

Carolina
Poultry
Power
+ri+
Application for Conjunctive
Utilization -Reclaimed Water Permit
Carolina Poultry Power RG2, LLC
Wilson, North Carolina
March 2023
Project Integration, Inc.
116 Hidden Hill Road
Spartanburg, South Carolina 29301
cNeCt 'Znte+�'�Lation, IBC

Table of Contents
Section1 Introduction...............................................................................................................................1
1.1 Purpose and Scope................................................................................................................1
1.2 Facility Location and Contact..............................................................................................1
1.3 Pond Design Overview........................................................................................................ 2
Section 2 Application Components and Discussion........................................................................
2.1 Forms RWPI 06-16 and RWCU 06-16............................................................................
2.2 Property Ownership........................................................................................................
2.3 Agronomist Evaluation - N/A.......................................................................................
2.4 Soil Evaluation - N/A......................................................................................................
2.5 Engineering Plans............................................................................................................
2.6 Specifications....................................................................................................................
2.7 Engineering Calculations................................................................................................
2.8 Site Map.............................................................................................................................
2.9 Food Crop Irrigation - N/A............................................................................................
List of Figures
Figure 1
Figure 2
Figure 3
4
4
4
4
4
4
4
4
4
4
SiteLocation Map..................................................................................................... 2
Pond Thermal Loop Diagram................................................................................. 3
PondImage............................................................................................................... 3
List of Appendices
Appendix A Application Forms RWPI 06-16 and RWCU 06-16
Appendix S Property Ownership Documentation
Appendix C Engineering Plans
Appendix D Specifications
Appendix E Engineering Calculations
Appendix F Drawings Package
Carolina Poultry Power - Wilson i March 2023

Section 1
Introduction
Carolina Poultry Power (CPP) is building a power plant adjacent to the City of Wilson Waste
Water Treatment Plant in Wilson, North Carolina. CPP has initiated a project to utilize an
existing evaporation pond on the WWTP property to be used as a heat sink for the boiler
cooling water system. The evaporation pond will receive reclaimed water from the WWTP and
will have the ability to receive city water if additional water is needed to maintain adequate
water levels in the pond. A spray nozzle system is integral to this design to facilitate
evaporation/cooling of the pond water.
1.1 Purpose and Scope
CPP retained Project Integration, Inc. (PI) to assist in preparing the environmental
documentation for the conjunctive utilization permit application. The purpose of this document
is to satisfy the permitting requirements necessary to obtain the necessary permit for the
evaporation pond, as designed by Wellons and Qualia Solutions LLC. The application package
consists of the following:
• Evaporation pond design characteristics,
• Wilson WWTP analytical sampling data,
• Property ownership documents
• Engineering plans and specifications,
• Site maps including design drawings,
• Reclaim water labeling
• State application form ONDWWS 06-16, and
• Application fee
1.2 Facility Location and Contact
Site address:
Carolina Poultry Power RG2, LLC
3150 Stantonsburg Road SE
Wilson, NC 27893
The mailing address and contact information for the CPP facility is as follows:
Rich Deming, Principal
Carolina Poultry Power RG2, LLC
3730 N. Main Street
Farmville, NC 27828
Phone [phone]
Carolina Poultry Power - Wilson 1 March 2023

1.3 Pond Design Overview
The CPP Wilson cogeneration facility ("CPP2") is located in an industrial zone in Wilson, North
Carolina and is adjacent to the Wilson Water Management Facility ("WMF"). CPP2 is to be a
new poultry litter fueled steam boiler power plant, designed for a minimum 75 MMBtu/hr of
thermal output capacity to a hot water Thermal Loop.
The underground Thermal Loop will circulate cooling water from the Evaporation Pond to
condense exhaust steam from the Steam Turbine Generator ("STG") via heat exchangers. The
heated water will be returned to the Evaporation Pond to be reused in the cycle. Heat delivery
to the Evaporation Pond shall be not less 75 MMBtu/hr at approximately 200°F.
The Evaporation Pond utilizes an existing 3,400,000 gal. gunite (concrete) storage basin
(partially lined with plastic fabric) within an existing reclaimed water generation and
distribution facility at the Wilson WMF. The reclaimed water effluent is distributed to various
landscape irrigation, and industrial processes in the area, under an existing Reclaimed Water
Permit'.
Makeup water to the evaporation pond will be from the WMF reclaimed water system. Floating
evaporators will be included on the pond to manage water temperature. Circulating hot water
may also be directed to WMF pre-treatment processes and returned to the evaporation pond to
be reused in the cycle.
1 Reclaimed Water Generation, Bulk Distribution, Distribution Line, And Conjunctive Utilization System Permit No.
WQ0018709 dated October 18, 2019 from North Carolina Environmental Management Commission Department
Of Environmental Quality Raleigh
Carolina Poultry Power - Wilson 2 March 2023

The major components of the Thermal Loop system are:
1. 3.4 MG Evaporation Pond
2. Floating Pond Evaporators
3. Circulating Water Supply and Return Underground Piping
4. Circulating Water Pumps, 2x100%
5. Filtration system
6. 2x100% Condensing Heat Exchangers with Slowdown
Carolina Poultry Power - Wilson 3 March 2023

Section 2
Application Components
2.1 Forms RWPI 06-16 and RWCU 06-16
Appendix A contains the state application forms for conjunctive utilization of reclaimed water
systems. A check for the new Major Generator/User application fee of $1310 was mailed to
your office on March 16, 2023.
2.2 Property Ownership
CPP is leasing land from the City of Wilson for this project. The appropriate documentation is
included in Appendix B.
2.3 Agronomist Evaluation - N/A
2.4 Soil Evaluation - N/A
2.5 Engineering Plans
Appendix C contains the engineering design plans and drawings, sealed by Prince Dugba of
Qualia Solutions. This is a closed system, with no irrigation or other discharges to the land or
surface waters of North Carolina.
2.6 Specifications
Appendix D contains equipment specifications for the pond spray nozzles, pumps and flow
meters.
2.7 Engineering Calculations
Appendix E contains the engineering design calculations, sealed by Prince Dugba of Qualia
Solutions.
2.8 Site Map
Appendix F contains the signed, sealed and dated site map along with topography and all
facility -related structures within the reclaimed water utilization area.
2.9 Food Crop - N/A
Carolina Poultry Power - Wilson March 2023

Appendix A
Application Forms RWPI 06-16 and
RWCU 06-16
Carolina Poultry Power - Wilson March 2023

State of North Carolina
DWR
Department of Environmental Quality
Division of Water Resources
Division of Water Resources 15A NCAC 02U — RECLAIMED WATER SYSTEMS — PROJECT INFORMATION
FORM: RWPI 06-16
I. GENERAL INFORMATION:
1. Applicant's name: Carolina Poultry Power RG2, LLC
Mailing address: 3730 North Main Street
City: Farmville State: NC Zip: 27828-
Telephone number: [phone] Email Address: garrykeastenergyllc.com
2. Signature authority's name: Rich Deming (per 15A NCAC 2U .0106) Title: CEO
3. Applicant type (check all that apply):
❑ Government ❑ Federal ❑ State ❑ Municipal ❑ County
❑ Individual
❑ Corporation
✓ For new permits, submit documentation that the company is registered for business with the NC Secretary of State.
❑ General Partnership
✓ For new permits, submit a copy of the certificate filed with the Register of Deeds in the county of business.
❑ Privately Owned Public Utility
✓ For new permits, submit a Certificate of Public Convenience and Necessity from the NC Utilities Commission, or a
letter from the NC Utilities Commission's Water and Sewer Division Public Staff stating an application for a
franchise has been received and that the service area is contiguous to an existing franchised area or that franchise
approval is expected.
❑ Home Owners Association
✓ For new permits, submit a properly executed Operational Agreement (FORM: HOA); and proposed or approved
Articles of Incorporation, Declarations and By-laws.
❑ Developer (where residential lots are to be sold)
✓ For new permits, submit a properly executed Operational Agreement (FORM: DEV)
4. Demonstration of historical consideration for permit approval:
Has the Applicant or any parent, subsidiary or other affiliate exhibited the following?
a. Has been convicted of environmental crimes under Federal law or G.S. 143-215.6B? ❑ Yes or ® No
b. Has previously abandoned a wastewater treatment facility without properly closing that facility? ❑ Yes or ® No
c. Has unpaid civil penalty where all appeals have been abandoned or exhausted? ❑ Yes or ® No
d. Is non -compliant with an existing non -discharge permit, settlement agreement or order? ❑ Yes or ® No
e. Has unpaid annual fees in accordance with 15A NCAC 02T .0105(e)(2)? ❑ Yes or ® No
FORM: RWPI 06-16 Page 1 of 3

II. PROJECT INFORMATION
1. Application type: Select (See Instruction B) Fee Submitted$1310 (See Instruction B)
2. For modifications, provide the existing permit number: WQ00 and most recent issuance date:
3. Provide a brief description of the activities proposed for permitting: Cooling water pond for utility boiler
4. What is the status of the following associated permits and/or certifications ? (if not applicable, please mark as N/A)
Permit/Certification
Date Submitted
Date Approved
Permit/Certification No.
Agency Reviewer
Collection System (O >
200,000 GPM
n/a
Dam Safety
n/a
Erosion & Sedimentation
Control Plan
n/a
Nationwide 12 / Section 404
n/a
Pretreatment
n/a
Sewer System
n/a
Stormwater Management Plan
n/a
Other:
✓ For any of the permits and certifications listed above that will directly impact the construction of the proposed reclaimed
water project, please provide documentation of permit approval or final certification. Note: This application may be
considered incomplete, or the resulting permit may be issued conditionally if a pending issuance of any of the related
permits/certifications directly impacts the proposed facility.
5. Documentation of the presence or absence of threatened or endangered aquatic species at the project site utilizing information
provided by the Department's Natural Heritage Program is required for construction of all new WWTP projects and/or non -
conjunctive utilization sites, and for any project involving expansion of a WWTP and/or non -conjunctive utilization site in
accordance with 15A NCAC 02T .0105(c)(10). Provide the location in application package where this documentation is
located: n/a; or explain why this item is N/A. Conjunctive Utilization
6. Does this project utilize public monies or lands? ❑ Yes or ® No
✓ If yes, was an Environmental Assessment required under 15A NCAC O1 C?
Yes ❑ No
Include one of the following final environmental documents with this submittal:
❑ Finding of No Significant Impact, or ❑ Record of Decision
Describe any mitigating factors from the Environmental Assessment that impact the design and/or construction of the
reclaimed water project:
7. Is any portion of the proposed project (reclaimed water treatment units, storage units, distribution lines, or utilization areas)
located within the 100 year flood plain? ❑ Yes or ® No
✓ If yes, specify which portion(s) of the project are affected?
✓ If yes, has the Applicant submitted written documentation of compliance with § 143 Article 21 Part 6? ❑ Yes or ❑ No
Documentation should consist of a letter from the local authority (i.e., county/municipality) stating that the project
complies with any local floodplain ordinance that may apply.
FORM: RWPI 06-16 Page 2 of 3

Applicant's Certification (signing authority must be in compliance with 15A NCAC 02U .0106):
I Rich Deming CEO
(signing authority name — PLEASE PRINT) (title)
attest that this application for Carolina Poultry Power RG2
(facility name)
has been reviewed by me and is accurate and complete to the best of my knowledge. I understand that any discharge of wastewater
from this non -discharge system to surface waters or the land will result in an immediate enforcement action that may include civil
penalties, injunctive relief, and/or criminal prosecution. I will make no claim against the Division of Water Resources should a
condition of this permit be violated. I also understand that if all required parts of this application package are not completed and that
if all required supporting information and attachments are not included, this application package will be returned to me as incomplete.
I further certify that the applicant or any affiliate has not been convicted of an environmental crime, has not abandoned a wastewater
facility without proper closure, does not have an outstanding civil penalty where all appeals have been exhausted or abandoned, are
compliant with any active compliance schedule, and do not have any overdue annual fees under Rule 15A NCAC 02U .0105. Note:
In accordance with NC General Statutes 143-215.6A and 143-215.6B, any person who knowingly makes any false statement,
representation, or certification in any application package shall be guilty of a Class 2 misdemeanor, which may include a fine not to
exceed $10,000 as well as civil penalties up to $25,000 per violation.
% 3/21/2023
Signature: Date:
FORM: RWPI 06-16 Page 3 of 3

State of North Carolina
DWR
Department of Environmental Quality
Division of Water Resources
Division of Water Resources 15A NCAC 02U — RECLAIMED WATER SYSTEMS — CONJUNCTIVE UTILIZATION
FORM: RWCU 06-16
I. CONTACT INFORMATION:
1. Applicant's name: Carolina Poultry Power RG2, LLC
Mailing address: 3730 North Main Street
City: Farmville State: NC Zip: 27828-
Telephone number: [phone] Email Address: richna,eastenergylle.com
2. Signature authority's name: Rich Deming (per 15A NCAC 2T .0106) Title: CEO
3. Consulting Engineer's name: Kim Melvin License Number: NC 025853 Firm: Project Integration, Inc.
Mailing address: 116 Hidden Hill Road
City: Spartanburg State: SC Zip: 29301-
Telephone number: [phone] Email Address: kmelvingpintegration.com
4. Consulting Soil Scientist's name: License Number: Firm:
Mailing address:
City: State: Zip: ---
Telephone number: (_) _- Email Address:
5. Consulting Agronomist's name: Firm:.
Mailing address:
City: State: Zip: -
Telephone number: () - Email Address:
II. USER INFORMATION
1. Reclaimed water user name(s): Carolina Poultry Power
User facility physical address: 3150 Stantonsburg Road SE
City: Wilson State: NC Zip: 27893- County: Wilson
2. Facility status: Proposed
3. What is the proposed beneficial use(s) of the reclaimed water in accordance with 15A NCAC 02U .0101(a)?
(Check all that apply)
❑ Irrigation (non food crop) ❑ Irrigation (food chain crops) ❑ industrial process water make up
❑ Cooling towers ❑ Chiller/Boiler makeup ❑ Urinal/Toilet flushing (non-residential)
❑ Fire protection (non-residential)
® Other (specify): Utility boiler cooling water
4. Estimated amount of reclaimed water to be used: 1,800,000 gallons per day
5. Does the reclaimed water source facility already have a permit for generation of reclaimed water? ® Yes or ❑ No
✓ If Yes, list permit number: W00018709
✓ If No, then the Reclaimed Water Generation application (FORM: RWG) must also be included in this package.
6. In accordance with 15A NCAC 02U .0501(a)(2) and (b)(2), how will the public and/or employees be notified about the use of
reclaimed water? Piping labels and plant signage will be used to notify the public and employees.
7. Specify the location within the application package where examples of notification materials can be found: Next Page
FORM: RWCU 06-16 Page 1 of 7

III. UTILIZATION AREA SETBACKS (15A NCAC 02U .0701)
1. Provide the actual minimum distance in feet from the storage units and utilization areas to each item listed (distances greater
than 500 feet may be marked N/A):
Utilization Areas
Final Effluent Storage
Setback Parameter
Units
Required
Actual
Required
Actual
Any private or public water supply source
IF
100
>500
Any property line
50
>200
Any well with exception of monitoring wells
100
>500
100
>500
Surface waters (streams — intermittent and perennial,
100
>500
50
>500
perennial waterbodies, and wetlands) classified as SA
Surface waters (streams — intermittent and perennial,
25
>500
50
>500
perennial waterbodies, and wetlands) not classified as SA
2. Do the utilization areas and storage units comply with all setbacks found in the river basin rules (15A NCAC 213.0200)?
® Yes or ❑ No
✓ If no, list non -compliant setbacks:
3. Are any setback waivers required in order to comply with 15A NCAC 02U .0701? ❑ Yes or ® No
✓ If yes, have these waivers been written, notarized signed by all parties involved and recorded with the County Register
of Deeds? ❑ Yes or ❑ No
✓ If yes, has a Non -Discharge Wastewater System Waiver (FORM: NDWSW) been included with this application package?
❑ Yes or ❑ No
IV. DESIGN CRITERIA FOR DISTRIBUTION SYSTEMS (15A NCAC 02U .0403)
1. Fill in the table below to indicate the location in the plans and specifications where the following items can be located:
Distribution System Design Element
Plan Sheet
Specification Page
Number
Number
Labeling of valves, storage facilities, and outlets to warn the public or
Appendix C
Appendix C
employees that reclaimed water is not intended for drinking in
Sheet 8
Sheet 8
accordance with 15A NCAC 02U .0403 b
Identification of piping, valves, and outlets as reclaimed water
Appendix C
Appendix C
(i.e., color coding purple, labeling, taping, etc.) in accordance with 15A
Sheet 8
Sheet 8
NCAC 02U .0403 c a
Method of securing valves and outlets the permits operation by
Appendix C
Appendix C
authorized personnel only in accordance with 15A NCAC 02U .0403 d
Sheet 8
Sheet 8
Hose bibs locked for use by authorized personnel only in accordance
Appendix C
Appendix C
with 15A NCAC 02U .0403 e
Sheet 8
Sheet 8
a_ Identification of existing underground distributions systems shall be incorporated within 10 feet of crossing any water
line or sanitary sewer line.
2. Will potable water be used to supplement the reclaimed water system? ❑ Yes or x❑ No
✓ If yes, what cross connection control measures will betaken in accordance with 15A NCAC 02U .0403(f)?
Plan Sheet Number Specification Page Number
✓ If yes, is documentation that the proposed cross -connection control measures have been approved by the Division of
Environmental Health's Public Water Supply Section included in this application package? ❑ Yes or ❑ No
3. Has each utilization area been equipped with a flow meter to accurately determine the volume of reclaimed water utilized?
®Yes or❑No
FORM: RWCU 06-16 Page 2 of 7

V. DESIGN INFORMATION FOR EARTHEN STORAGE IMPOUNDMENTS: 15A NCAC 02U .0401
IF MORE THAN ONE IMPOUNDMENT, PROVIDE ADDITIONAL COPIES OF THIS PAGE AS NECESSARY.
1. Are there any earthen reclaimed water operational storage impoundments located at the utilization site(s)? ® Yes or ❑ No
✓ If no, then skip this Section V.
2. Storage Impoundment Coordinates (Decimal Degrees): Latitude: 35.6853' Longitude:-77.8963'
3. Do any impoundments include a discharge point (pipe, spillway, etc)? ❑ Yes or ® No
✓ If Yes, has the required NPDES permit been obtained to authorize the discharge of reclaimed water? ❑ Yes or ❑ No
➢ Provide the NPDES permit number ; or the date when NPDES application was submitted:
4. Are subsurface drains present beneath or around the impoundment to control groundwater elevation? ❑ Yes or ® No
5. Is the impoundment designed to receive surface runoff? ® Yes or ❑ No
If yes, what is the drainage area? 80,000 ft2
6. Is a liner provided with a hydraulic conductivity no greater than 1 X 10 -6 cm/s? ® Yes or ❑ No Gunite lined pond
✓ If No, has the Applicant provided data to show that the reclaimed water source is protective of the groundwater standard
for nitrates (10 mg/1)? ❑ Yes or ❑ No
7. What is the depth to bedrock from the earthen impoundment bottom elevation? >55 ft
✓ If the depth to bedrock is less than four feet, has the Applicant provided a liner with a hydraulic conductivity no greater
than 1 x 10-7 cm/s? EEYes, ❑ No or ® N/A
Has the Applicant provided predictive calculations or modeling demonstrating that surface water
or groundwater standards will not be contravened? ❑ Yes or ❑ No
✓ If the earthen impoundment is excavated into bedrock, has the Applicant provided predictive calculations or modeling
demonstrating that surface water or groundwater standards will not be contravened? ❑ Yes, ❑ No or ® N/A
8. If the earthen impoundment is lined and the mean seasonal high water table is higher than the impoundment bottom elevation,
how will the liner be protected (e.g., bubbling, groundwater infiltration, etc.)? N/A
9. If applicable, provide the specification page references for the liner installation and testing requirements: N/A
10. If the earthen impoundment is located within the 100-year flood plain, has a minimum of two feet of protection (i.e., top of
embankment elevation to 100-year flood plain elevation) been provided? ® Yes or ❑ No
11. Provide the requested earthen impoundment design elements and dimensions:
Earthen Impoundment Design Elements
Earthen Impoundment Dimensions
Liner type: Gunite
❑ Clay
®Synthetic
Top of embankment elevation:
79 ft
® Other
I ❑ Unlined
Liner hydraulic conductivity:
gunite <<IXlOE-6 cm/s
Freeboard elevation:
77 ft
Hazard class:
Not Applicable
Toe of slope elevation:
79 ft
Designed freeboard:
2 ft
Impoundment bottom elevation:
70 ft
Total volume:
604,570 ft3
4,522,791
gallons
Mean seasonal high water table depth:
76 ft
Effective volume:
450,505 ft3
3,370,226
gallons
Embankment slope:
2.5 : 1
Effective storage time:
1.87 days
Top of dam water surface area:
80,000 ft2
Plan Sheet Reference:
Appendix E
Freeboard elevation water surface area:
74,100 ft2
Specification Section:
Appendix E
Bottom of impoundment surface area:
55,025 ft2
FORM: RWCU 06-16 Page 3 of 7

FORM: RWCU 06-16 Page 4 of 7

VI. DESIGN INFORMATION FOR CONJUNCTIVE USE IRRIGATION SYSTEMS
1. Will reclaimed water be used for irrigation? ❑ Yes or ® No
✓ If no, then skip this Section.
2. The irrigation system is: ❑ existing ❑ proposed
3. The irrigation system is: Select
4. Does the irrigation area contain any subsurface drainage structures? 0 Yes or ❑ No
✓ If yes, where does the drainage system discharge? Underground piping to power plant
5. Provide the equipment information below for spray and/or drip systems:
Spray Utilization Design Element
Plan Sheet
Number
Specification
Page Number
Wetted area of nozzles
80,000 ft2
App E
6
Nozzle capacity
1250 gpm
App C
8
Nozzle manufacturer / model
Veolia /
App D
I
Drip Utilization Design Element
Plan Sheet
Number
Specification
Page Number
Wetted area of emitters
ft2
Emitter capacity
gpm
Emitter manufacturer / model
/
6. If applicable, provide the location of each design element in the specifications and engineering plans for irrigation dosing
systems:
Utilization Pump Tank
Plan Sheet
Number
Specification
Page Number
Internal dimensions (L x W x H or (p x H)
ft ft
ft
Total volume
ft3
gallons
Dosing volume
ft3
gallons
Audible & visual alarms
Equipment to prevent utilization during rain events
FORM: RWCU 06-16 Page 5 of 7

VI. DESIGN INFORMATION FOR CONJUNCTIVE USE IRRIGATION SYSTEMS (Continued)
7. Provide the following information for each irrigation site:
Site
ID
Latitude a
Longitude a
Area
(ft)
Recommended
Precipiation Rate b
(in/hr)
Design
Precipitation
Rate b(in/hr)
Crop
Type
Waterbody
Stream
Index No.
Classification
O / II
O I If
O / II
O I If
O / II
O I If
O / II
O I If
O / If
O I If
O 1 II
O I 11
O 1 /I
1 1 11
O / If
I 11
O I „
O 1 II
a• Level of accuracy? Select Method of measurement? Select Datum? Select
b. For seasonal loading rates, list appropriate months.
Instructions for determining the waterbody stream index number and its associated classification can be found at the following web address:
https://ncdenr.s3.amazonaws.com/s3fs-public/Water%2OQuality/Aquifer°/o2OProtection/LAU/Agreements/W SCA%2008-13.pdf
VII. INFORMATION FOR OTHER CONJUNCTIVE UTILIZATION AREAS (other than irrigation)
1. Will reclaimed water be utilized for purposes other than irrigation? ® Yes or ❑ No If No, skip this Section.
2. Provide the following information for all other reclaimed water utilization sites (non -irrigation):
(Four corners of the pond identified below)
Site ID
Latitude a
Longitude a
Allowable Use
Waterbody/Stream Index No. n
Classification n
001
35041'07"
-77053'48"
Evap Pond
Hominy Swamp
4b
002
35041'10"
-77053'49"
Evap Pond
Hominy Swamp
4b
003
35041'10"
-77053'48"
Evap Pond
Hominy Swamp
4b
004
35041'07"
-77053'47"
Evap Pond
Hominy Swamp
4b
O I 11
O I 1l
O „
O I „
O 1 11
1 II
a. Level of accuracy? Select Method of measurement? Select Datum? Select
b. Instructions for determining the waterbody stream index number and its associated classification can be found at the following web address:
https://ncdenr. s3. amazonaws. com/s3 fs-public/Water%200ualitAquifer%2OProtection/LAU/Agreements/W SCA%2008-13.pdf
FORM: RWCU 06-16 Page 6 of 7

VIII. IRRIGATION OF FOOD CHAIN CROPS
1. Will the system be used to irrigate food chain crops? ❑ Yes or ® No
2. If Yes, please complete the flowchart below by checking the appropriate yes/no responses. If No, skip this Section.
Will the portion of the crop intended for
human consumption be peeled, skinned,
cooked, or thermally processed prior to
human consumption?
Yes
Type 1 reclaimed water is
allowed pursuant to (15A
NCAC 02U .0301(b)), for
direct or indirect contact
irrigation.
No
Will the irrigation activity result in the
direct contact of reclaimed water on
the portion of the crop intended for
human consumption (direct contact
irrigation)?
Yes
This activity is not allowed
without further study pursuant
to 15A NCAC 02U .1401(a)(5).
No
Type 2 reclaimed water is
allowed pursuant to
15A NCAC 02U .0301(a), for
indirect contact irrigation.
3. For food crop irrigation sites not owned by the reclaimed water supplier, has a Landowner Agreement been included in the
application package as outlined in Instruction I? ❑ Yes or ❑ No or ❑ N/A
4. What type of notification will be provided at the irrigation site(s) to inform the public about the use of reclaimed water in
accordance with 15A NCAC 02U .1401?
FORM: RWCU 06-16 Page 7 of 7

Professional Engineer's Certification:
Kimberly Melvin attest that this application for
Carolina Poultry Power RG2
has been reviewed by me and is accurate, complete
and consistent with the information supplied in the engineering plans, calculations, and all other supporting documentation to the best of
my knowledge. I further attest that to the best of my knowledge the proposed design has been prepared in accordance with this
application package and its instructions as well as all applicable regulations and statutes. Although other professionals may have
developed certain portions of this submittal package, inclusion of these materials under my signature and seal signifies that I have
reviewed this material and have judged it to be consistent with the proposed design. Note: In accordance with NC General Statutes
143-215.6A and 143-215.6B, any person who knowingly makes any false statement, representation, or certification in any application
package shall be guilty of a Class 2 misdemeanor, which may include a fine not to exceed $10,000 as well as civil penalties up to
$25,000 per violation.
North Carolina Professional Engineer's seal, signature, and date:
``\XtiIIII111,
� GA A i 0
Applicant's Certification (signing authority must be in compliance with ISA NCAC 021' .010f):
Rich Demina , CEO
(signing authority name — PLEASE PRINT) (title)
attest that this application for Carolina Poultry Power RG2
(facility name)
has been reviewed by me and is accurate and complete to the best of my knowledge. I understand that any discharge of wastewater from
this non -discharge system to surface waters or the land will result in an immediate enforcement action that may include civil penalties_
injunctive relief, and/or criminal prosecution. I will make no claim against the Division of Water Resources should a condition of this
permit be violated. I also understand that if all required parts of this application package are not completed and that if all required
supporting information and attachments are not included, this application package will be returned to me as incomplete. I further ccrtify
that the applicant or any affiliate has not been convicted of an environmental crime, has not abandoned a wastewater facility without
proper closure, does not have an outstanding civil penalty where all appeals have been exhausted or abandoned, are compliant with any
active compliance schedule, and do not have any overdue annual fees under Rule 15A NCAC 02T .0105. Note: In accordance with NC
General Statutes 143-215.6A and 143-215.6B, any person who knowingly makes any false statement, representation, or certification in
any application package shall be guilty of a Class 2 misdemeanor, which may include a fine not to exceed $10,000 as well as civil
penalties up to $25,000 per violation.
WIJ2023
Signature: (J,-- c' Date:
FORM: RWCU 06-16 Page 8 of 7

Appendix B
Property Ownership Documentation
Carolina Poultry Power - Wilson March 2023

FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (this "First Amendment") is
made and entered into this 13th day of September , 20 22 (the "Effective
Date") by and between STOCKPORT LIMITED PARTNERSHIP ("Landlord"); and
CAROLINA POULTRY POWER RG2, LLC ("Tenant").
WITNESSETH:
WHEREAS, Landlord, as landlord, and Tenant, as tenant, entered into that
certain Lease Agreement, dated June 24, 2021, a copy of which is attached hereto as
Exhibit A (the "Lease"); and
WHEREAS, Landlord and Tenant desire to modify and amend certain
provisions of the Lease as described herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises as hereinafter expressed, and other good and valuable considerations, the receipt
and sufficiency of which are hereby acknowledged, the parties promise, covenant and
agree as follows:
1. Recitals; Capitalized Terms. All of the foregoing recitals are true
and correct. Capitalized terms not defined herein shall have the meaning set forth in the
Lease.
2. Exhibits. The parties hereby acknowledge and agree that Exhibit A-
1 of the Lease is hereby replaced in its entirety with Exhibit A-1 to this First Amendment.
The parties hereby acknowledge and agree that the depiction of the "Lease Land" and
"Access / Utility" included as Exhibit A-2 to the Lease is hereby replaced with the
descriptions of the "Lease Land" and "Access / Utility" attached as Exhibit A-2 to this First
Amendment. The parties agree that the depictions of "License Area" and "Reserved
Rights" included in Exhibit A-2 to the Lease are correct and accurate, and the parties
hereby ratify the same.
3. Termination Rights. The parties acknowledge and agree the City of
Wilson has a repurchase option benefitting the City of Wilson contained in the deed
whereby the City of Wilson conveyed fee title to the Property to Landlord, and in the event
the City of Wilson closes on the purchase of the Property in accordance with such
repurchase option, the Lease shall concurrently terminate and shall no longer be of force or
effect.
4. Ratification; Counterparts. Except as specifically and expressly
amended in accordance with this First Amendment, the Lease shall remain in full force and
effect and is hereby ratified by the parties. This First Amendment may be executed in two

counterparts, each of which will be deemed an original copy of the First Amendment and
both of which, when taken together, will be deemed to constitute one and the same
instrument.
-Signatures are on the following page. -

This First Amendment is executed by the parties as of the Effective Date.
Landlord:
STOCKPORT LIMITED PARTNERSHIP
by its general partner, EfW GP LLC
By:
Richard Deming, Manager
Tenant:
CAROLINA POULTRY POWER RG2, LLC
By: _,,/2"
Richard Deming, Chief Executive Officer

Exhibit A
[see Lease attached]

LEASE AGREEMENT
THIS LEASE AGREEMENT (this "Lease") is made and entered into this 241" day of
June, 2021 (the "Effective Date"), by and between Stockport Limited Partnership ("Lessor"), a
North Carolina limited partnership, and Carolina Poultry Power RG2, LLC ("Lessee"), a North
Carolina limited liability company. Each of Lessee and Lessor may be referred to herein
individually as a "Party" or collectively as the "Parties."
RECITALS
WHEREAS, Max Power Associates, LLC, as buyer, entered into a purchase and
development agreement with the City of Wilson, as seller, dated May 25, 2021 (the "Purchase
Agreement") with respect to, among other things, the purchase and sale of the Property (as
hereinafter defined).
AND WHERAS, Max Power Associates, LLC assigned its rights and obligations under
the Purchase Agreement to the Lessor via an assignment agreement between the parties dated
June 24, 2021.
AND WHERAS, subject to the Lessor becoming the beneficial owner of the Property
pursuant to the consummation of the transaction contemplated under the Purchase Agreement,
the Lessor wishes to lease to the Lessee, and the Lessee wishes to lease from the Lessor, a
portion of the Property noted herein as the Lease Land (as hereinafter defined), subject to the
terms and conditions contained herein.
AND WHEREAS, the Lessee wishes to utilize the Premises (as hereinafter defined) for
the Intended Use (as hereinafter defined), including for the purpose of constructing and operating
thereon a poultry -waster biomass power plant, along with any and all ancillary activities
(collectively known as the "RG2 Project').
NOW THEREFORE, in consideration of the mutual promises and covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of which are
expressly acknowledged by the Parties, the Parties hereto agree as follows:
PREMISES AND INTENDED USE.
A. Premises. Pursuant to the terms and conditions of the Purchase
Agreement the Lessor has a right to purchase and own that certain real property more
particularly described on Exhibit A-1 attached hereto and incorporated herein (the
"Property"). Subject to the legal closing of the Property under the Purchase Agreement
whereby the Lessor becomes the beneficial owner of the Property and further pursuant to
the terms hereof, and subject to the terms and conditions of this Lease, Lessor hereby
leases to Lessee, and Lessee hereby leases from Lessor, the portion of the Property
described or depicted as "Lease Land" on Exhibit A-2 attached hereto and incorporated
herein (the "Lease Land"). In addition to the Lease Land, Lessor hereby grants to Lessee
for the Term, subject to the legal closing of the Property under the Purchase Agreement
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whereby the Lessor becomes the beneficial owner of the Property and further pursuant to
the terms hereof: (i) the non-exclusive right to use all of Lessor's easement rights, access
rights and rights appurtenant to the Property and on the lands directly adjacent to the
Property operating as the City of Wilson wastewater treatment plant, where reasonably
necessary for Lessee's conduct of the Intended Use (as hereinafter defined) on the
Premises (as hereinafter defined); (ii) the non-exclusive right to use all of Lessor's rights
to cross the railroad in the location depicted as "License Area" on Exhibit A-2; (iii) the
right to use the portion of the Property depicted as "Access/Utility" on Exhibit A-2 for
vehicular and pedestrian access for Lessee's Intended Use (as hereinafter defined), and
(iv) the right to use the portion of the Property (over, under, and across) depicted as
"Access/Utility" on Exhibit A-2 for utility installations for Lessee's Intended Use
(collectively, the "Easements" and together with the Lease Land, collectively, the
"Premises"). Lessor may arrange, rearrange, or relocate the Easements on the Property
without the prior written permission of Lessee so long as such rights of Lessee are not
materially impaired. Notwithstanding any terms to the contrary contained in this Lease,
Lessor, for itself and its lessees, invitees, agents, employees, contractors, and assignees,
reserves the right to use the portion of the Premises depicted as "Reserved Rights" on
Exhibit A-2 for vehicular and pedestrian access (including the right to pave and maintain
a driveway), and for utility installations, use, maintenance, and replacements.
B. Possession of the Premises. Upon the closing the transaction
contemplated by the Purchase Agreement and the Lessor becoming the beneficial owner
of the Property, the Lessor shall provide notice of such occurrence to the Lessee, and the
Lessee shall take possession of the Premises within two (2) days of such notice (the
"Possession Date").
C. Intended Use. Lessee intends to use the Lease Land for the purpose of
(i) operating a poultry -litter biomass power plant generating both electricity and thermal
energy, along with any and all ancillary activities; (ii) storing, conveying, and processing
energy plant feedstock derived from poultry litter, agricultural residues, and other related
materials, whether individually or in some combination thereof, and (iii) to install
equipment (collectively, the "Equipment") including but not limited to, controls,
switches, connections, conduit, wires, structures, housings, buildings and other associated
personal property, fixtures and equipment related to the intended uses noted in
subsections C.(i) and C.(ii) directly above and/or the RG2 Project (subsections C.(i), C(ii)
and C(iii) of this paragraph hereinafter collectively referred to as the "Intended Use").
D. Access to the Premises. Lessee shall have access to the Premises twenty-
four (24) hours a day, seven (7) days a week.
i► DCU
A. Duration of Term. The term shall commence on the Effective Date and
end on the last day of the twentieth (20th) year after the commencement of the
Commercial Operation Date of the RG2 Project (the "Term"). For the purposes of this
Agreement the term "Commercial Operation Date" shall mean the day on which the
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RG2 Project, following its satisfactory start-up, testing and commissioning as approved
by RG2, commences full commercial operations, which shall formally be the date
specified as such as mutually agreed to by the Lessee and the Lessor, each acting
reasonably. Notwithstanding the foregoing, in the event the Commercial Operation Date
does not occur before the end of the last day of the fourth (41h) anniversary of the
Effective Date, then this Lease shall immediately terminate, be of no further force or
effect, and neither Party shall have any further obligation to the other under this Lease.
RENT.
A. Lessee, in consideration of the covenants made by Lessor, covenants and
agrees to pay to Lessor rent for the Premises during the Term as follows and subject to
Section 3B of this Lease: (i) from the Possession Date to the Commercial Operation Date,
the sum of Four Thousand ($4,000) per month; (ii) from the Commercial Operation Date
until the fifth (51h) anniversary of the Commercial Operation Date (the "First Increase
Date"), the sum of Eight Thousand Dollars ($8,000) per month; (iii) from the First
Increase Date until the tenth (loth) anniversary of the Commercial Operation Date (the
"Second Increase Date"), the sum of Twelve Thousand Dollars ($12,000) per month;
(iv) from the Second Increase Date and for the remainder of the Term the sum of Fifteen
Thousand Dollars ($15,000) per month (collectively, hereinafter known as the "Rent").
Each payment of Rent shall be paid in advance on the 1st day of each month applicable
for the next following month, and Lessee agrees to provide post-dated cheques to Lessor
on an annual basis or as otherwise reasonably requested by the Lessor. If applicable, any
calculation of Rent for a partial month shall be prorated on a daily basis.
B. Notwithstanding any other provision in this Lease, beginning on the first
twelve (12) month anniversary of the Possession Date and on each succeeding
anniversary date thereafter for the duration of the Term, the then applicable Rent amount
as noted in Section 3A of this Lease shall escalate and increase by a minimum of four
percent (4%) per annum, calculated on a yearly basis relative to the Rent paid in the
immediately preceding twelve (12) month period.
4. USE OF PREMISES.
A. Intended Use. Lessee shall use the Premises for the Intended Use and any
other related lawful use, and may, as Lessee's sole cost and expense, from time to time
during the Term, erect, maintain, improve, repair and replace on the Premises such
buildings, structures and other improvements as in Lessee's opinion may be necessary or
desirable for the uses and purposes hereinbefore stated including the Equipment and
reasonable signage associated therewith.
B. Compliance with Laws. Lessee shall comply with all applicable laws,
ordinances and recorded private agreements (collectively, "Laws") pertaining to the
Equipment or the Intended Use, at Lessee's sole expense. Lessor shall comply with all
Laws otherwise applicable to the Property at Lessor's sole expense.
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5. UTILITIES. Lessee shall pay all charges imposed for water, sewerage, electric
current, gas and any and all other utilities charged against the Premises during Lessee's
occupancy thereof.
6. PERSONAL PROPERTY TAXES. Lessee shall pay any and all taxes, lawfully
assessed and payable at any time during the Term, upon or against the Equipment.
7. REAL ESTATE TAXES. Lessee shall promptly, and in all events at least thirty
(30) days before delinquency, pay any and all real estate taxes assessed against the Property, the
Premises, and any improvements thereon, including the Equipment.
8. MAINTENANCE. Subject to the provisions of this Lease dealing with damage,
destruction, and condemnation, Lessee shall, at Lessee's sole cost and expense, keep the
Equipment and Premises in reasonably safe condition in accord with Law, excluding any damage
arising out of Lessor's activities, which shall be Lessor's responsibility. Lessee shall, at its sole
cost and expense, install, upkeep and maintain all access roads on the Premises in good condition
and repair throughout the Term.
9. ALTERATIONS / SURRENDER. Lessee, at its sole cost and expense, may
make, from time to time and at its sole cost and expense, alterations, removals, demolition, or
additions, structural or otherwise, to the Premises or the Equipment or any parts thereof as may,
in Lessee's reasonable discretion, be beneficial for the conduct, improvement or expansion of the
Intended Use conducted upon the Premises.
Lessee shall, on or before the last day of the Term hereof, or upon the sooner termination hereof,
peaceably and quietly leave, surrender, and yield to Lessor the Premises, together with all
alterations, additions, improvements, and Equipment in good order, condition and repair,
ordinary wear and tear, damage by casualty and taking by condemnation excepted.
Notwithstanding the foregoing, in the event Lessor requests Lessee to remove any of the
alterations, additions, improvements, or Equipment, Lessee shall remove the same promptly at
Lessee's sole cost.
10. INSURANCE.
A. Lessee's Liability Insurance. Lessee, at its own cost and expense, agrees
to secure and keep in force throughout the Term commercial general liability insurance in
the minimum amount of One Million Dollars ($1,000,000) per occurrence and an
umbrella liability insurance policy with a limit of not less than Two Million Dollars
($2,000,000) per occurrence for claims arising out of the activities of Lessee at the
Premises, naming Lessor as an additional insured. Lessee shall have the right to carry this
insurance under "blanket policies" covering the Premises and other locations it owns or
leases.
B. Lessor's Liability Insurance. Lessor, at its own cost and expense, agrees
to secure and keep in force throughout the Term commercial general liability insurance in
the amount of One Million Dollars ($1,000,000) per occurrence with an umbrella liability
insurance policy with a limit of not less than Two Million Dollars ($2,000,000) per
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occurrence for claims arising out of the activities of Lessor at the Property, naming
Lessee as an additional insured. Lessor shall have the right to carry this insurance under
"blanket policies" covering the Property and other locations it owns or leases.
C. Lessee's Hazard Insurance. Lessee, at its own cost and expense, agrees
to secure and keep in force throughout the Term hazard insurance in an amount adequate
to cover the full replacement cost of all of Lessee's improvements on the Premises, and
naming Lessor as an additional insured.
11. DEFAULT.
A. Acts of Default by Lessee. Lessee shall be in default of this Lease upon
the occurrence of the following events and the failure of Lessee to cure such default
within any applicable grace period:
i. The failure of Lessee to make any payment required to be made by
Lessee hereunder, whether Rent or otherwise and whether to Lessor or to a third
party, when due, where such failure continues for a period of twenty (20)
following receipt by Lessee of written notice from Lessor that such payment is
past due.
ii. The failure of Lessee to comply with any other material term,
covenant, condition or provision of this Lease required to be performed by Lessee
hereunder, where such failure continues for a period of twenty (20) days after
receipt by Lessee of written notice from Lessor of such failure; provided,
however, that if the nature of Lessee's failure is such that more than twenty (20)
days are reasonably required for its cure, then such cure period shall be extended
as reasonably necessary to effect such cure; provided, that Lessee timely
commences and diligently prosecutes such cure to completion.
B. Acts of Default by Lessor. Lessor shall be in default of this Lease if
Lessor shall, at any time, breach or fail to completely observe or perform any of the
covenants and agreements required to be performed and observed by Lessor hereunder,
and such failure continues for a period of sixty (60) days after notice thereof is given by
Lessee to Lessor.
C. Remedies upon a Breach by Lessee. Subject to the terms of Section 20
below, upon any default of this Lease by Lessee, Lessor shall have the right to terminate
Lessee's right to possession of the Premises by any lawful means, in which case this
Lease shall terminate and Lessee shall immediately surrender possession to Lessor.
Further, in such event, Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent
which had been earned at the time of termination though the date of termination and (ii)
the cost of necessary renovation and alteration of the Premises to remove the Equipment,
if Lessor desires such removal.
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D. Lessee's Remedies for a Default by Lessor. Upon any default of this
Lease by Lessor, Lessee shall have all rights and remedies available to it by law or in
equity, including, without limitation, the right, but not the obligation, to terminate this
Lease without waiving its rights to damages for Lessor's default.
E. Duty to Mitigate Damages. Notwithstanding any of the terms and
provisions herein contained to the contrary, Lessor and Lessee shall each have the duty
and obligation to mitigate, in every commercially reasonable manner, any and all
damages that may or shall be caused or suffered by virtue of the other's defaults under, or
violation of, any of the terms and provisions of this Lease. Nothing in this Section 11
shall be construed as altering the burden of proof concerning the calculation of either
Party's liability to the other for a default under this Lease, from that which is specified
under North Carolina Law. Neither Lessor nor Lessee shall be subject to indirect,
incidental, lost profits, consequential or punitive damages with respect to this Lease.
12. ASSIGNMENT. Lessee shall be permitted to assign this Lease, with the prior
written consent of Lessor, to a parent, subsidiary or affiliated corporation, partnership or other
affiliated business entity (which shall be an entity which, directly or indirectly, controls or is
controlled by Lessee or Lessee's parent company or which is under common control with
Lessee, Lessee's parent or any other affiliate of Lessee) or to a purchaser of all or substantially
all of the assets of Lessee. Lessor shall be permitted to sell the Property to a third party
("Purchaser") and, in connection therewith, assign this Lease to Purchaser upon notice to
Lessee provided that such Purchaser shall agree, pursuant to a written assignment and
assumption agreement, to be bound by the terms of this Lease.
13. TITLE; OUIET ENJOYMENT.
A. Purchase Agreement Closing. Notwithstanding any terms or conditions
to the contrary contained in this Lease, all rights, obligations and privileges conveyed
herein are explicitly subject to the Lessor becoming the beneficial owner of the Property
pursuant to the transaction contemplated under the Purchase Agreement, and if in the
event such Purchase Agreement is terminated and/or the Lessor does not gain beneficial
ownership of the Property, then this Lease Agreement shall immediately terminate, be
null and void and neither Party hereto shall have any obligation or liability to the other.
B. Title of Lessor. Lessor covenants and warrants that prior to the
Possession Date the Lessor shall be lawfully seized of the Property in fee simple and
have good title thereto free and clear of all tenancies, liens and encumbrances, except
zoning ordinances affecting the Property, (b) all matters of record, (c) all matters of
survey, including any encroachments, easements and rights of way on the ground, (d) all
building and other laws, rules and regulations affecting the Property, and (e) ad valorem
taxes for the current year.
C. Quiet Enjoyment. Lessee shall have and enjoy under this Lease the quiet
enjoyment, including maximal economic benefit from the conduct of the Intended Use or
any other permitted use, and undisturbed possession of the Premises throughout the Term
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without any undue interference or restriction by Lessor or any other person, whether such
interference or restriction is the result of activities, events or circumstances arising on the
Premises or elsewhere and subject to Lessor's ownership, possession, or control.
14. INDEMNITY.
Commencing on the Possession Date, Lessee agrees that it will indemnify and save
Lessor harmless from any and all liability, damage, expense, cause of action, suits, claims
or judgments (collectively, "Claims") resulting from injury to person or property
happening on the Premises, including, but not limited to, any Claims associated with the
railroad crossing depicted as License Area on Exhibit A-2. Lessor agrees that in the event
any Claim is asserted, Lessor shall give immediate notice thereof in writing to Lessee and
shall cooperate in every way in the investigation and defense of any such Claim, and that
the handling and settlement of any such Claim shall be performed and concluded by
Lessee. Lessee shall have the sole and exclusive right to retain counsel of its choice and
to direct all associated litigation.
15. ENVIRONMENTAL COMPLIANCE.
A. Definitions. The following terms, whenever set forth in initial capitals in
this Lease, shall have the meaning set forth in this Article, unless otherwise expressly
provided in this Lease:
"Environmental Law" means any applicable federal, state or local statute, law,
ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order,
judgment, decree, injunction, directive, requirement by, of, or agreement with any
governmental agency, existing as of the date this Lease is fully executed and as amended
thereafter, relating to: (a) the protection, preservation or restoration of the environment
(including, without limitation, air, water, vapor, surface water, ground water, drinking
water supply, surface land, subsurface land, plant and animal life, or any other natural
resource), or to human health and safety; (b) the exposure to, or the use, storage,
recycling, treatment, generation, transportation, processing, handling, labeling,
production, release or disposal of, Hazardous Substances; (c) any common law or
equitable doctrine (including, without limitation, injunctive relief and tort doctrines such
as negligence, nuisance, trespass and strict liability) that may impose liability or
obligations for injuries or damages related or incidental to, or threatened as a result of,
the presence of or exposure to any Hazardous Substance.
"Hazardous Substance" means any substance, whether liquid, solid, or gas, that
is listed, defined, designated, or classified as toxic, hazardous, radioactive, or dangerous
under any Environmental Law, whether by type or by quantity.
"Release" means any release, spill, emission, leaking, pumping, pouring,
emptying, escaping, dumping, injection, deposit, disposal, discharge, dispersal, leaching
or migration into the environment or into, onto, beneath or from the Premises, including,
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without limitation, the movement of Hazardous Substances through or in the air, soil,
surface water, ground water of the Premises.
B. Lessee Compliance. Commencing on the Possession Date, Lessee, at
Lessee's expense, shall comply with all Environmental Laws pertaining to Lessee's
operations in the Premises. Lessee shall indemnify, defend, protect and hold Lessor
harmless from and against any and all liability, obligations, penalties, clean-up costs,
fines, claims, civil penalties and actions, suits, and expenses (including, without
limitation, reasonable legal fees) (each, an "Environmental Claim") imposed on,
incurred by, or reserved against Lessor directly arising out of the existence or presence of
Hazardous Substances on, under or from the Premises, from and after the Effective Date,
in violation of any applicable Environmental Law resulting from Lessee's activities on
the Premises.
C. Lessee Indemnity. In addition to Lessee's obligations set forth above,
Lessee hereby indemnifies and holds Lessor, its directors, officers, employees and agents
harmless from and against (i) any and all Claims, imposed on, incurred by, or reserved
against Lessor in any way relating to or arising out of the existence or presence of any
Hazardous Substance on, under, or from the Premises solely as a result of the acts of
Lessee, its contractors or employees; and (ii) any and all Claims in any way related to or
arising out of the removal, treatment, storage, disposal, disposition, mitigation, cleanup or
remedying of the Hazardous Substances on the Premises solely as a result of the acts of
Lessee, its contractors or employees. This indemnification shall include, without
limitation, Claims arising out of any violations of applicable Environmental Laws,
regardless of any actual or alleged fault, negligence, willful misconduct, gross
negligence, breach of warranty or strict liability on the part of Lessee. Without limitation,
this indemnification shall also include any and all Claims incurred due to any
investigation or remediation of the Premises mandated by Environmental Laws or any
governmental agency solely as a result of the acts of Lessee, its contractors or employees.
The foregoing indemnity shall survive the expiration or termination of this Lease and/or
any transfer of all or any portion of the Premises, and/or any transfer of all or any portion
of any interest in this Lease and shall be governed by the laws of the State of North
Carolina.
16. LANDLORD'S WARRANTIES AND COVENANTS.
A. In addition to Lessor's representations and warranties set forth elsewhere
in this Lease, and not in any limitation thereof, Lessor hereby represents and warrants to
Lessee that:
i. This Lease constitutes the legal, valid and binding obligation of
Lessor, enforceable against Lessor in accordance with its terms.
ii. As of the Possession Date there shall be no outstanding written or
oral leases, purchase or sale agreements or other agreements or restrictions
encumbering, or in any way affecting the Property or Premises, and no person or
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entity has any right with respect to the Property or Premises, whether by option
purchase, contract or otherwise, that would prevent or interfere with any of
Lessee's rights under this Lease.
iii. The execution of this Lease will not constitute a violation of nor be
in conflict with nor constitute a default under any term or provision of any
agreement or instrument to which Lessor is a party or by which the Property or
Premises or any part thereof is bound.
17. MEMORANDUM OF LEASE. The parties agree not to record this Lease.
Simultaneous with the execution hereof, Lessor and Lessee shall execute a memorandum of lease
in recordable form, substantially in the form of Exhibit B attached hereto and made a part hereof.
Lessee shall be responsible for the cost of recording the memorandum of lease.
18. BROKERAGE FEES. Lessor and Lessee each represent that neither has worked
with a broker or owes a commission with respect to this Lease. Lessor and Lessee agree to
indemnify, defend and hold harmless the other Party from any claim by for a commission or fee
in connection with this Lease based on any agreement existing, or alleged to be existing, between
such claimant and Lessor or Lessee.
19. ESTOPPEL CERTIFICATE. Either Party agrees within fifteen (15) days after
written request, to be given no more frequently than once per calendar year, to execute and
deliver to the requesting Party a statement, certifying to its actual knowledge (a) whether or not
this Lease is in full force and effect, (b) the date of commencement and termination of the Lease
term, (c) the date to which rental and all other charges hereunder are paid currently without any
offset or defense thereto (or stating any such offset or defense), (d) the amount of rental and all
other charges hereunder, if any, paid in advance, (e) whether or not this Lease has been modified
and, if so, identifying the modifications, (f) that there are no uncured defaults by the other Party
or describing the claimed defaults and (g) such other matters as the requesting Party shall
reasonably request. Nothing in any such estoppel statement shall be deemed to modify or amend
this Lease.
20. LEASEHOLD MORTGAGEE PROVISIONS. Lessee shall have the right
during the term of this Lease to subject its leasehold interest in the Premises and all of Lessee's
Equipment and other improvements located thereon (collectively, the "Improvements") to a
mortgage or deed of trust (the "Mortgage" and the holder thereof being the "Tenant
Mortgagee" or "Mortgagee"), together with any one or more extensions, modifications or
renewals or replacements thereof without Lessor's prior written consent; provided, however, that
the fee simple ownership interest of Lessor to the Property shall be prior, superior and paramount
to the lien of any Mortgage which may now or hereafter affect the leasehold interest of Lessee in
and to the Premises and Improvements, or any part thereof. Lessor agrees to provide Mortgagee
with a non -disturbance agreement in a commercially reasonable form. With respect to any
Mortgage on the leasehold interest hereunder, the following terms and conditions shall apply:
A. Lessor will give to the Mortgagee a copy of any notice or other
communication from Lessor to Lessee hereunder, at the time of giving such notice or
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communication to Lessee, and notice of any rejection of this Lease by any trustee in
bankruptcy of Lessee. Lessor will not exercise any right, power or remedy with respect to
any default hereunder, and no notice to Lessee of any such default and no termination of
this Lease in connection therewith shall be effective, unless Lessor shall have given to the
Mortgagee written notice, or a copy of its notice to Lessee, of such default or any such
termination, as the case may be.
B. Lessor will not exercise any right, power or remedy with respect to any
default hereunder until the expiration of any grace period provided herein with respect
thereto, plus an additional period of sixty (60) days after Lessor has given to the
Mortgagee written notice of such default, or a copy of its notice to Lessee of such default.
Lessor will not exercise any right, power or remedy with respect to any default hereunder
if. the Mortgagee within such sixty (60) day period shall give to Lessor written notice
that either (i) such default is not susceptible of being corrected and is therefore subject to
the provisions of subparagraph 20(D) hereof or (ii) the Mortgagee intends to undertake
the correction of such default or cause the same to be corrected; and, the Mortgagee shall
thereafter, in the case of any default referred to in the preceding clause (ii) of this
subparagraph 20(B), prosecute diligently the correction of such default, whether by
exercise on behalf of Lessee of its obligations hereunder, entry on the Premises or the
Improvements, institution of foreclosure sale proceedings, or otherwise.
C. Mortgagee may, after a default hereunder, make any payment or perform
any act required hereunder to be made or performed by Lessee with the same effect as if
made or performed by Lessee, provided that no entry by Mortgagee upon the Premises or
the Improvements for such purpose shall constitute or be deemed to be an eviction of
Lessee and shall not waive or release Lessee from any obligation or default hereunder
(except any obligation or default which shall have been fully performed or corrected by
such payment or performance by the Mortgagee).
D. So long as the Mortgage shall be a lien upon Lessee's interest hereunder,
Lessor shall not declare the Lease forfeited, or re-enter, take possession of or relet the
Premises, or similarly enforce performance hereof in a mode provided by law, or
terminate the Lease or take any action which would lead to the termination hereof, and
this Lease shall not terminate, by reason of any condition or event which is not
susceptible of being corrected or eliminated by the Mortgagee. If any such condition or
event shall have occurred and be continuing, Lessor may, by notice to the Mortgagee and
Lessee, require Lessee to assign its interest hereunder to the Mortgagee or its nominee.
The happening of any such condition or event (including, without limitation, any
rejection of this Lease by Lessee, or Lessee's trustee in bankruptcy, reorganization,
arrangement or similar proceeding) which would, if it were not for this section, cause this
Lease to terminate, shall, without any action or consent by Lessor, Lessee or the
Mortgagee, effect the transfer of Lessee's interest hereunder to the Mortgagee or its
nominee. The Mortgagee may terminate this Lease upon any such transfer upon giving
notice thereof to Lessor no later than thirty (30) days after notice from Lessor of such
transfer. Upon any such termination, the Mortgagee shall have no further rights or
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obligations as a transferee of Lessee with respect to the Premises or the Improvements
(including, without limitation, any rights or obligations which may have accrued prior to
such termination).
E. In case (a) Lessee's interest hereunder shall be sold, assigned or otherwise
transferred pursuant to the exercise of any right, power or remedy of the Mortgagee under
the Mortgage, or pursuant to judicial proceedings, or pursuant to subparagraph 20(D),
(b) no rent, or other sums payable hereunder shall then be due and payable, except as may
become due and payable as the result of the new lease referred to below, (c) the
Mortgagee shall have arranged for the correction of any default susceptible of being
corrected by the Lessee under the new lease referred to below, and (d) this Lease shall
not have been terminated by reason of default pursuant to the terms hereof; Lessor, upon
receipt, within thirty (30) days after the occurrence of any event referred to in clause (a)
of this subparagraph 20(E), of a written request therefor, and upon payment by
Mortgagee of all expenses (including, without limitation, reasonable, out-of-pocket
attorneys' fees and expenses) incident thereto, will execute and deliver a new lease to the
Mortgagee or its nominee, for the remainder of the term of this Lease, upon the same
terms as are contained hereunder and with equal priority hereto. Upon the execution and
delivery of such new lease, Lessor, at the expense of the new lessee, shall take such steps
as shall be necessary to cancel and discharge this Lease of record and remove Lessee
from the Premises. If the Mortgagee shall become the lessee under this Lease or a new
lease as hereinabove provided for, the Mortgagee shall, notwithstanding any other
provision of this Lease, have the right to transfer, sell or assign its interest in such lease
without the consent of the Lessor, provided the Mortgagee is not then in default under
any of its obligations under this Lease or such new lease. Upon such transfer, sale or
assignment, and provided all rent and all other sums payable hereunder to the date of
such transfer, sale or assignment are paid by the Mortgagee, the Mortgagee shall,
notwithstanding any other provision of this Lease, be released from all further liability
under this Lease or any such new lease. Upon written request therefor, and upon
payment by Mortgagee of all expenses (including, without limitation, reasonable, out-of-
pocket attorneys' fees and expenses) incident thereto, Lessor will execute and deliver a
new lease to any such transferee or assignee for the remainder of the term of this Lease,
or any such new lease given to such Mortgagee as hereinabove provided, with the same
terms as are contained in this Lease and with equal priority hereto.
F. In the event of a conflict between the terms of this Section 20 and any
other terms of this Lease, the terms of this Section 20 shall control.
21. MECHANICS' LIENS. Lessee shall do all things necessary to prevent the filing
of any mechanics' or other liens against the Premises or any part thereof by reason of work,
labor, services or materials supplied or claimed to have been supplied to Lessee, or anyone
holding the Premises or any part thereof, through or under Lessee. If any such lien shall at any
time be filed against Lessee's interest in the Premises, Lessee shall either cause the same to be
discharged of record within twenty (20) days after the date of filing of the same, or, if Lessee, in
Lessee's discretion and in good faith, determines that such lien should be contested, shall furnish
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such security as may be necessary or required to prevent any foreclosure proceedings against
Lessee's interest in the Premises during the pendency of such contest. If Lessee shall fail to
discharge such lien within such period or fail to furnish such security, then, in addition to any
other right or remedy of Lessor resulting from Lessee's said default, Lessor may, but shall not be
obligated to, discharge the same either by paying the amount claimed to be due or by procuring
the discharge of such lien by giving security or in such other manner as is, or may be, prescribed
by law. Nothing contained herein shall imply any consent or agreement on the part of Lessor to
subject Lessor's estate to liability under any mechanics' or other lien law.
22. GENERAL PROVISIONS.
A. Entire Agreement. This Lease contains the entire agreement between the
parties relating to the subject matter. This Lease supersedes all prior contracts, proposals,
representations and commitments, oral, written or otherwise. This Lease may only be
amended by an instrument signed by the authorized representatives of both parties. If any
provision of this Lease shall be declared invalid or unenforceable, the remainder of this
Lease shall continue in full force and effect.
B. Confidentiality. All non-public information (including the terms of this
Lease) provided by either Party to the other or which is identified by the disclosing Party
in writing as confidential or proprietary information shall be treated in a confidential
manner and shall not be disclosed to any third party without the prior written consent of
the non -disclosing Party, which consent shall not be unreasonably withheld.
Notwithstanding the preceding, this Section and the restrictions herein contained shall not
apply to any data or documentation which is:
i. required to be disclosed pursuant to state or federal law, an order
or requirements of a regulatory body or a court, after five business days notice of
such intended disclosure is given by the disclosing Party to the non -disclosing
Party or if five (5) business days notice is not practical, then such shorter notice as
is practical;
ii. disclosed by a Party to an affiliate of such Party or in connection
with an assignment; or
iii. is, as of the time of disclosure, public knowledge without the fault
of the disclosing Party.
C. Advisors. Lessor and Lessee have each had adequate opportunity to
consult with independent advisors of their choice such as attorneys, accountants, tax
advisors, real estate professionals and other consultants as each deems appropriate.
D. Successors in Interest. The covenants, terms, conditions, provisions and
undertakings in this Lease or any renewals thereof shall extend to and be binding upon
the heirs, executors, administrators, successors and assigns of the respective parties
hereto, as if they were in every case named and expressed, and should be construed as
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covenants running with the land; wherever reference is made to either of the parties
hereto, it shall be held to include and apply also to the heirs, executors, administrators,
successors and assigns of such Party, as if in each and every case so expressed.
E. Waiver. Failure of either Party to insist upon strict performance of any
covenant or condition or enforce any of its rights under this Lease in any one or more
instances shall not be construed as a waiver in any subsequent instance of any such
covenant, condition or rights, but the same shall be and remain in full force and effect.
F. Notices. Any notice provided for herein shall be deemed to have been
served only when in writing and when delivered to the below address (as the same may
be updated by notice hereunder), or the date on which delivery is refused, by registered or
certified mail, by a nationally recognized overnight mail delivery service addressed to the
Party for whom it is intended or by electronic mail.
If to Lessor:
Stockport Limited Partnership
33 Astley Ave.
Toronto, Ontario
M4W 3133
Email: [e-mail]
If to Lessee:
Carolina Poultry Power RG2, LLC
3697 North Main Street,
Farmville, NC, 27828
Email: [e-mail]
G. Captions. The captions appearing at the beginning of each of the Articles
of this Lease are for reference only and are not be considered part of this Lease.
H. Governing Law. This Lease shall be shall be interpreted and construed in
accordance with the laws of the State of North Carolina, without regard to the conflicts of
law principles thereof, as if executed and to be performed wholly within the State of
North Carolina. The Parties consent to the exclusive jurisdiction of the state and federal
courts located in Wilson County, North Carolina, for any such action, suit or proceeding.
I. Legal Fees. In any action or proceeding hereunder, the prevailing Party
shall be entitled to recover from the other the prevailing Party's reasonable costs and
expenses in such action or proceeding, including, without limitation, reasonable
attorneys' fees. In the event either Party is sued by a third party as a result of a violation
of a covenant or warranty herein contained by the other Party hereto, then the Party who
has violated the covenant or warranty shall be responsible for the reasonable costs and
expenses in such action or proceeding against the non -violating Party, including, without
limitation, reasonable attorneys' fees.
Confidential
13

J. Third -Party Service Costs. Lessee hereby agrees to pay the costs and
expenses of all third -party service engagement works pertaining to the Property that may
be reasonably incurred by the Lessor, including without limitation pertaining matters
related to environmental due diligence, surveying, appraisals, mortgage financings, title
work and Property legal fees.
K. Triple Net Lease. Landlord and Tenant acknowledge that it is their
intent and agreement that this Lease be a "TRIPLE NET" lease and that as such, the
provisions contained in this Lease are intended to pass on to Tenant or reimburse
Landlord for the costs and expenses reasonably associated with this Lease, the Property,
the RG2 Project, and Tenant's operation thereof. To the extent such costs and expenses
payable by Tenant cannot be charged directly to, and paid by, Tenant, such costs and
expenses shall be paid by Landlord but reimbursed by Tenant as additional rent.
L. Counterparts. This Lease may be executed in two or more counterparts,
each of which together shall be deemed an original, but all of which together shall
constitute one and the same instrument. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a .pdf format data file, such signature
shall create a valid and binding obligation of the Party executing with the same force and
effect as if such facsimile were an original thereof.
M. Further Assurances. Each Party shall execute and deliver such further
documents and perform such other acts as may be necessary to achieve the parties' intent
in entering into this Lease.
N. Remedies Cumulative. No remedy herein conferred upon or reserved to
either Party shall exclude any other remedy herein or by law provided, but each shall be
cumulative and in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute.
O. Survival. Any provision(s) of this Lease that expressly or by implication
comes into or remains in full force following the termination or expiration of this Lease
shall survive the termination or expiration of this Lease.
P. No Partnership. This Lease is not intended, and shall not be construed,
to create any association, joint venture, agency relationship or partnership between the
Parties or to impose any such obligation or liability upon either Party. Neither Party shall
have any right, power, or authority to enter into any agreement or undertaking for, or act
as or be an agent or representative of, or otherwise bind, the other Party.
Q. Interpretation. In this Lease, unless a contrary intention is clearly
expressed: (i) the headings herein are solely for convenience and ease of reference and
shall have no effect in interpreting the meaning of any provision of this Lease; (ii) the use
of all pronouns contained herein is in their generic sense and is not intended to indicate
any distinction based upon sex, the masculine pronoun shall include the feminine and
neuter, and the singular shall include the plural and vice versa, as the context may
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14

require; (iii) where the word "or" is used in a sentence, whether it is intended to be
inclusive or exclusive shall be determined based upon the context in which it is used; and
(iv) the words "including" and "include" shall mean "including, but not limited to;" and
(v) references to any statute, enactment, ordinance or regulation include any amendment
thereto or replacement, in whole or in part, thereof.
23. CROSSING AGREEMENT. The parties acknowledge and agree that Lessor is
a party to that certain Private Grade Crossing License Agreement with Carolina Coastal Railway,
Inc., a copy of which is attached hereto as Exhibit C and incorporated herein by reference.
Lessee covenants that all costs and obligations of Lessor under the Crossing Agreement shall be
borne by and the responsibility of Lessee.
[Signature Page Follows]
Confidential
15

TO INDICATE THEIR AGREEMENT, the Parties have executed this Lease by their
respective signatures below.
LESSOR:
STOCKPORT LIMITED PARTNERSHIP,
by its general partner, EtW GP LLC
By: _
Name: Bob ahiddi
Title: Officer
LESSEE:
CAROLINA POULTRY POWER RG2, LLC
By:
1 �r
Name: Richard Deming
Title: Managing Partner
Confidential
16

EXHIBITS TO BE ATTACHED
ND: 4829-0545-8418, v. 14
Confidential
B-1

EXHIBIT A-1
LEGAL DESCRIPTION OF PROPERTY
Being all of that tract described as "Portion of Tract 1" containing 10.840 acres as shown on map
entitled , dated , 2021, and recorded in Plat Book at Page
, Wilson County Registry, North Carolina.
Confidential
A-1-1

EXHIBIT A-2
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EXHIBIT B
FORM OF MEMORANDUM OF LEASE
Prepared by and after recording return to:
STATE OF NORTH CAROLINA
COUNTY OF WILSON
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE (this "Memorandum") is made as of
, 2021, by and between STOCKPORT LIMITED PARTNERSHIP
("Lessor"), and CAROLINA POULTRY POWER RG2, LLC ("Lessee").
WITNESSETH:
WHEREAS, Lessor, as landlord, and Lessee, as tenant, are parties to that certain Lease
Agreement, dated June 24, 2021 (the "Lease"), whereby Lessee leases from Lessor approximately
acres depicted as "Lease Land" on Exhibit A attached hereto and incorporated herein by
reference (the "Lease Land"), and has rights to use the land depicted as "Access / Utility" on
Exhibit A for uses described in the Lease during the term; provided, however, Lessor has reserved
certain rights in the land depicted as 'Reserved Rights" on Exhibit A; and
WHEREAS, the parties hereto desire to memorialize the Lease and execute and record
this Memorandum.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, hereby
agree as follows:
1. Term. Subject to the terms of the Lease, the term of the Lease commenced on June
24, 2021, and expires on the last day of the twentieth (20th) year after the commencement of the
Commercial Operation Date. Subject to the terms of this Lease, the "Commercial Operation Date"
means the day on which the RG2 Project (as defined in the Lease), following its satisfactory start-
up, testing and commissioning as approved by Lessee, commences full commercial operations.

2. Incorporation by Reference and Capitalized Terms. All remaining provisions
set forth in the Lease are hereby incorporated into this Memorandum the same as if herein set out.
All capitalized terms not defined herein shall be given the meanings assigned thereto in the Lease.
3. Conflict. In the event of any conflict between the terms of the Lease and the terms
of this Memorandum, the terms of the Lease shall control and prevail.
4. Counterparts. The parties agree that this Memorandum may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
-Signatures are on the following page.-
4

IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as of the
day and year first above written.
LESSOR:
STOCKPORT LIMITED PARTNERSHIP,
by its general partner, EfW GP LLC
By: _
Name:
Title:
STATE OF NORTH CAROLINA
COUNTY OF
I certify that the above person personally appeared before me this day, acknowledging to me that
he signed the foregoing document for the purpose(s) stated therein, in the capacity indicated
therein:
Date:
Signature of Notary Public
Notary's printed or typed name
My commission expires:
(Official Seal)
Notary seal or stamp must appear within this box

LESSEE:
CAROLINA POULTRY POWER RG2, LLC
By:
Name:
Title:
STATE OF _
COUNTY OF
I certify that the above person personally appeared before me this day, acknowledging to me that
he signed the foregoing document for the purpose(s) stated therein, in the capacity indicated
therein:
Date:
Signature of Notary Public
Notary's printed or typed name
My commission expires:
(Official Seal)
Notary seal or stamp must appear within this box.

EXHIBIT A
to Memorandum of Lease
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STOCKPORT LIM ED PARTNERSHIP
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This map may not be a certified survey and has not been reviewed by a local government agency
for compliance with any applicable land development regulations and has not been reviewed for
compliance with recording requirements for plats.
7

EXHIBIT C
[Private Grade Crossing License Agreement attached]

PRIVATE GRADE CROSSING LICENSE AGREEMENT
THIS LICENSE AGREEMENT is made and entered into this _10th_ day of
_September_ 2021 (the "Effective Date") by and between CAROLINA COASTAL
RAILWAY, INC., a Virginia corporation with a usual business address at 505 S Broad St Kennett
Square, Pa 19348 ("CLNA" or "Railroad"), and StockportLimited Partnership, a North Carolina
limited partnership with a business address at 3730 N Main St Farmville NC 27828 (the "Licensee").
Preliminary Statement
Licensee and CLNA each wish to enter into a license agreement allowing Licensee to use a
portion of CLNA's right of way without establishing, claiming, or possessing any estate or
interest therein, for the purpose of maintaining and using a private road crossing at grade for
the purpose of ingress, egress, and access to Licensee's adjacent property, as further defined
and depicted as "Portion of Tract I " being 10.840 acres, more or less, on Exhibit A attached
hereto and incorporated herein (the "Licensee Property"), within the License Area, defined
below.
NOW THEREFORE, in consideration of the promises contained herein the Parties agree as follows:
GRANT OF LICENSE
CLNA hereby grants unto Licensee, its successors and assigns a license (the "License"), to
maintain and use the private grade crossing (the "Crossing") located in the vicinity of Railroad
Mile Post 180 in the vicinity of 3100 Stantonsburg Rd SE, Wilson, Wilson County, North
Carolina, as approximately depicted as "License Area" on Exhibit A, attached hereto, and
incorporated herein (the "License Area") for the purpose of accessing the Licensee Property.
2. CROSSING; SIGNALS
(a)
Railroad, at the sole cost and expense of Licensee, shall furnish all labor and materials for
and construct and maintain the portion of said Crossing between the ends of the ties of said
track. Said Crossing shall be surfaced with concrete over appropriate subgrade. Signs shall
be erected and permanently maintained by Licensee, "PRIVATE ROAD -- NO
TRESPASSING" and "STOP", at locations adjacent to said Crossing as designated by
Railroad. Railroad may require advance deposit of estimated cost and expense of any such
work and materials. Should Railroad's costs and expenses exceed said deposit. Licensee
shall promptly pay such excess upon receipt from Railroad of bill. Licensee, at the sole
cost and expense of Licensee, shall furnish all other labor and materials required to install
and maintain the approaches, do all necessary grading for the approaches, and provide and
maintain suitable drainage structures as shall be required by Railroad in connection with
the Crossing. Notwithstanding the forgoing, (i) Licensee's total obligation to pay for the
construction of the Crossing shall not exceed four -hundred thousand dollars ($400,000);
and (ii) Licensee shall not be responsible for the costs of any damage and/or maintenance
required at the Crossing if such damage and/or maintenance occurs as a result of the actions
of the Railroad.
621714 1

(b) Whenever repairs or changes are made to Railroad's land or track that arise as a result
of the actions of the Licensee necessitating repairs to the Crossing, the parties hereto, at the
sole cost and expense of Licensee, shall each furnish all labor and materials required to make
such repairs to the respective portions of the Crossings to be installed and maintained by them
under the terms of this Section.
Not Applicable.
4. STATUS OF SUBCONTRACTORS; LICENSEE
For purposes of this agreement, all references to Licensee shall include Licensee, any lessees
of the Licensee Property (in whole or in part), or any subsequent purchasers/owners of the
Licensee Property (in whole or in part), along with any of their contractors, subcontractors.
agents, officers, employees, patrons, invitees, and others acting under its or their authority.
USE
Licensee shall use the License Area for the maintenance and operation of the Crossing that
is the subject of this Agreement for a private, at grade, road crossing for vehicle, equipment
access to, and egress from. Licensee Property only for commercial or other uses permitted
by the current zoning of Licensee Property, as may be applicable from time to time. served
by the Crossing. Any other use, including, but not limited to, construction access. increased
use, different from that stated in the prior sentence, is unauthorized and prohibited. For
clarity, use of the crossing shall be limited to Licensee, its agents, employees, servants.
sublicensees and invitees. Crossing shall be used only as a private crossing for the purpose
described in Section 1 hereof. Licensee shall not permit Crossing to be used for any
purpose or in any manner that might in any way make said Crossing a public crossing or
subject it to any public servitude. Licensee shall take all reasonable steps necessary to
prohibit any unauthorized use of the Crossing or License Area. Licensee shall use. and
shall cause its invitees to use, the highest degree of care in the operation and use of the said
Crossing so as to avoid collisions and/or interference with operations of CLNA. In no
event shall any use of the Crossing take place until the crossing is constructed. Railroad
shall not be obligated to make cuts in its trains for the Crossing, but shall cooperate with the
Licensee and coordinate with it as may be required so as to have the Crossing constructed in
a reasonably timely and efficient manner. Railroad reserves the right to use Crossing.
6. FEES
(a) Licensee shall pay to CLNA for this License, an annual license fee (the "License Fee")
as may be applicable and strictly in accordance with Exhibit B attached and incorporated
hereto. In the event that CLNA has failed to invoice its pricing correctly for any year, CLNA
shall have the power to retroactively adjust its price for any past year to conform to that past
year's proper pricing schedule. Any retroactive price increase as a result of such a correction
that is not disputed by Licensee shall be paid for by Licensee together with the current year's
License Fee as may be applicable.
"PERM
The term of this Agreement shall continue in perpetuity until it is terminated as set forth in
Paragraph 8, below.
621714 1

TERMINATION
(a) This License shall remain in full force and effect so long as the covenants, terms and/or
conditions set forth herein are kept and performed by Licensee. If Licensee fails to keep or
perform any such covenants, terms and/or conditions. CLNA shall have the right to terminate
this Agreement upon written notice to Licensee of such breach, giving thirty (30) business
days to cure such breach, unless such breach, in CLNA's opinion acting reasonably.
constitutes an imminent safety hazard, in which case the time of cure shall be forty-eight (48)
hours after receipt of notice provided pursuant to this Agreement. The curing of such breach
within the said time period shall negate the said notice of termination and the failure to cure
within the said period shall be conclusive termination, whereupon Licensee will, at Licensee's
expense, restore, under supervision of CLNA, the License Area to its original condition, if
required by CLNA.
(b) In the event that CLNA determines, acting reasonably, that unauthorized use is
taking place or has taken place. CLNA may terminate this Agreement and remove the said
Crossing, all at the expense of Licensee, after providing advance written notice and
providing Licensee with a thirty (30) business day opportunity to cure and eliminate such
unauthorized use.
(c) In the event Licensee fails to pay any fees under this License Agreement as they come
due. Licensee shall be considered to be in default, and this License shall cease, be null and
void and of no further force or effect, and the Crossing and facilities installed shall become
the property of CLNA but only after written notice from CLNA of Licensee's default and the
passage of a thirty (30) business day opportunity to cure such default.
9. MAINTENANCE
(a) The Crossing's usual appurtenances such as approaches, roadway, curbs, gutters,
shoulders, slopes, fills and cuts, shall be maintained by Licensee at the sole cost and
expense of Licensee. Licensee shall be solely responsible for keeping all vegetation within
the "site clearance area" as determined by CLNA's General Manager, cut to a height not
to exceed two feet (2') above ground level, and keeping the so-called site clearance area
free of parked vehicles and other visual obstructions.
(b) In the event additional or upgraded safety grade crossing traffic control devices, i.e.,
gates or flashing lights, are installed within the License Area, any such safety grade crossing
traffic control devices will be installed at the sole cost and expense of Licensee, but in a
manner satisfactory to CLNA's General Manager.
(c) Without limiting the general obligations of the parties under this Paragraph 9,
CLNA shall perform maintenance on the Signals at the Crossing. Licensee shall, within
thirty (30) days of CLNA's presentation of an annual bill for that maintenance, pay to
CLNA a fee in accordance with the then current North Carolina Department of
Transportation Index for the maintenance of the Type and/or Class of Signals at the
Crossing (the "Signal Maintenance Fee").
621714,1

(e) In addition to the Signal Maintenance Fee the Licensee shall pay to CLNA, within
sixty (60) days after the presentation of a bill on an as occurred basis, all repair costs for
the Crossing resulting from: 1) acts of God; and 2) repairs required beyond those damages
from normal wear and tear, but for any damages that are caused by the actions or negligence
of the Railroad (the "Extraordinary Repair Expense") All work subject to the
Extraordinary Repair Expense required under this subparagraph (e) shall be performed in
such a manner, and with such construction materials, as are reasonably satisfactory to
CLNA and all reasonable incidental expenses incurred in connection therewith shall be
borne by the Licensee.
10. RISK LIABILITY INDEMNITY
(a) Licensee shall defend, indemnify and save and hold CLNA and its shareholders,
affiliates officers, directors, agents, and employees harmless from and against any and all
liability, loss, claim, suit, damage, charge, or expense which CLNA, its affiliates, officers,
agents, employees or invitees may suffer, sustain, incur or in any way be subjected to. on
account of death of or injury to any person, and for damage to or loss of or destruction of any
property, arising out of, or resulting from, or in any way connected with, the use of the
Crossing, or Licensee's negligence associated therewith.
(b) Licensee assumes all responsibility for, and shall defend, indemnify and hold CLNA.
its shareholders, affiliates, officers, agents, employees or invitees harmless from (a) all claims,
costs and expenses, including reasonable attorneys' fees, as a consequence of any pollution
of air, water, land and/or ground water on or off the License Area, arising from. or in
connection with, the use of the Crossing and License Area, (b) any claim or liability arising
under federal, state or local law dealing with pollution of air, water, land, and/or ground water
arising therefrom or the remedy thereof, and (c) any subsidence or failure of lateral or
subjacent support of CLNA's tracks arising from, or in connection with, the use of the
Crossing.
11. INSURANCE
(a) During the Term of this License Agreement, Licensee shall maintain liability
insurance in the minimum amount of Two Million Dollars ($2,000,000) for all personal
injuries, death or property damage per occurrence arising during the Tenn and all renewal
periods of this License Agreement. Licensee shall furnish CLNA a certificate of insurance
showing that Licensee carries liability insurance applicable to this Agreement, naming
CLNA as an additional insured and loss payee (evidencing said applicability by a
contractual liability endorsement stating that the insurance is applicable to the obligations
assumed by Licensee under this Agreement with CLNA) in the minimum amount of Two
Million Dollars ($2.000,000) for all personal injuries, death or property damage per
occurrence arising during the Term and all renewal periods of this License Agreement.
Licensee shall furnish a certificate of insurance evidencing the above coverage and the
form of the policy or policies. In addition, such insurance shall contain notification
provisions whereby the insurance company agrees to give thirty (30) days' notice to CLNA
of any change or cancellation of the policy. All endorsements and notification provisions
shall be stated on the certificate of insurance that is to be provided to CLNA.
621714.1 4

(b) Licensee's liability shall not be limited to the insurance coverage stipulated in this
Paragraph 11.
(c) The Crossing shall not be opened for traffic until the required insurance coverage is
in effect.
(d) In the event the above referenced insurance protection is canceled, or is allowed to
lapse, said Crossing shall be subject to immediate removal by CLNA, provided that CLNA
shall notify Licensee in advance of such removal and give Licensee ten (10) business days to
cure; in such event, the entire expense borne by CLNA for removing said Crossing shall be
paid for by Licensee.
12. ALTERATIONS
In the event either party's use of the right of way (e.g., additional track construction,
installation of communication facilities, etc.) shall hereafter make necessary any change in
the private road as it crosses CLNA's right of way, the party requiring the change of use shall
be obligated to bear all costs of making and maintaining adjustments to said private road
which are deemed reasonably necessary by said party.
13. THIRD PARTIES
Neither this Agreement nor any provision hereof or herein shall operate or be construed as
being for the benefit of any third person.
14. NOTICES
(a) All notices on the part of Licensee to CLNA shall be given in writing to: General
Manager, CAROLINA COASTAL RAILWAY, INC., 505 S Broad St Kennett Square, Pa
19348.
(b) All notices on the part of CLNA to Licensee shall be given in both email and written
format as follows: (a) in writing to: Attention: Richard Deming at Stockport Limited
Partnership, a North Carolina limited partnership with a usual business address at 3730 N
Main St Farmville NC 27828; and (b) via email to: bob aprg-Ilc.com .
(c) All notices in writing (non -email) sent pursuant to this License Agreement shall be
sent by registered or certified mail, return receipt requested, or by a nationally recognized
overnight courier to the address above for the party to which notice is being sent,
(d) Notwithstanding subsection (c) above, notice shall be deemed given when Licensee's
President or CLNA's General Manger receives actual notice from the other party in person or
via facsimile or electronic mail.
15. NO WARRANTIES
"Phis License is herein granted without any warranty, express or implied, and no damages shall
be recoverable from CLNA by Licensee because of any dispossession of Licensee or because
62171a.!

of any failure of, defect in, cancellation of, or termination of, CLNA's property interest in the
License Area.
16. Not Applicable.
17. FUTURE PARTIES
This License shall inure to the benefit of, and be binding upon, the Parties hereto and their
respective heirs, legal representatives, successors and assigns. Licensee shall not assign its
rights under this Agreement without CLNA's prior written consent, which shall not be
unreasonably withheld and shall be delivered within a reasonable time. For clarity, any and
all lessees of the Licensee Property (in whole or in part), or any subsequent purchasers/owners
of the Licensee Property (in whole or in part), shall be considered to be a "Licensee" under
this Agreement.
18, REMEDIES
The remedies under this Agreement are cumulative and shall not exclude any other remedies
to which any party may be lawfully entitled.
19. DELAY NOT WAIVER
The failure or delay of any party to insist upon the strict or timely performance of a covenant
hereunder or any obligation hereunder, shall not be a waiver of such party's right to de►nand
strict compliance therewith in the future.
20. CAPTIONS
All titles or captions are inserted for convenience only and they in no way shall be construed
to define, limit or describe the scope of this Agreement or any provision thereof.
21. SEVERABILITY
If any clause or provision of this Agreement shall be deemed to be invalid or unenforceable
under present or future laws, then, in that event it is the intention of the Parties that the
remainder of this Agreement shall not be affected thereby.
22. CHOICE OF LAW
This instrument is being delivered and is intended to be performed in the state of North
Carolina and shall be construed and enforced in accordance with the laws of that state. Any
aggrieved party may proceed to enforce its rights in the appropriate action at law or in equity.
Venue for all suits arising out of this instrument shall lie exclusively in the Courts of Wilson
County, North Carolina. By execution or adoption of this agreement, each party hereby
submits itself to the in personam jurisdiction of the Courts of Wilson County, North Carolina.
23. MODIFICATION
All modifications or waivers to this License Agreement must be in writing and executed
by both of the Parties.
24. CONVERSION OF CROSSING
1)21714.1 6

CLNA shall cooperate with any effort of Licensee to convert the Crossing to a public
crossing.
25. CONFIDENTIALITY
The terms of this Agreement shall be kept confidential unless required by an order from a
court of competent jurisdiction. This agreement shall not be recorded in any public or land
registry records. This provision shall not prohibit Licensee from disclosing the terms and
provisions hereof to any party or court involved in the underlying litigation which is the
subject of the parties' Mediated Settlement Agreement.
26. MERGER
This Agreement represents the final, complete and exclusive understanding of the Parties
of the subject matter to which it relates, including, without limitation, the Crossing. the
License Area and Signals.
27. MEMORANDUM
This Agreement shall not be recorded. At the time of execution of this Agreement, the
parties shall execute a memorandum of this Agreement in recordable form. The costs of
recording the memorandum shall be paid by Licensee.
END OF DOCUMENT EXCEPT FOR SIGNATURE PAGE
AND
EXHIBIT A
AND
EXHIBIT B
62i71a i 7

IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed instrument on the
day, month and year first written above.
Signed and delivered in the presence of
By: ' Afg.
Witness
Karen Kuivinen Dgaaly agrotl �y Nuen Rmvi n
Da19' }D}t.W.19 I Id>:39 Ua'pl'
CAROLINA COASTAL RAILWAY, INC.
By: .,✓X,
Print Name: Chris Spiceland
Vice President Sales & Marketing
Witness
Print Name: Karen Kuivinen
Manager of Real Estate & Contracts
Wit4fs
Prin ame: 5 G4Y�t N i
� Witness
Print Name:
STOCKPORT LIMITED PARTNERSHIP
-hy ifs gerier-at-partner, EfW GP LLC
Its: C-�
621714.1 8

EXHIBIT A
LICENSEE PROPERTY & LICENSE AREA
621714.1

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EXHIBIT B
LICENSE FEE & RAILCAR VOLUMES
The amount payable under the License Fee, when applicable pursuant to the terms of this
Agreement, shall be determined based on the volume flow of loaded railcars delivered to the
Licensee Property in any given Calendar Year, in accordance with the following:
railcar volume
License Fee amount
0 — 100
$ 18,000
101 — 250
$10,000
251 — 500
$6,000
500 +
$0
The License Fee shall be applicable for the first fifteen (15) Calendar Years from the Effective
Date of this Agreement and thereafter there shall be no License Fee applicable (i.e. commencing
as of Calendar Year 2021 through to, and with the last payment applicable for, Calendar Year
2035). The first License Fee (applicable for Calendar Year 2021) shall be payable within one -
hundred and twenty (120) days of the Effective Date of this Agreement. Any subsequent License
Fee. as may be applicable in accordance with the terms herein. shall be payable within thirty (30)
days of the receipt of a properly issued invoice from Railroad to the Licensee. Railroad shall
invoice for a License Fee only after the completion of any given Calendar Year where a License
Fee is applicable under this Agreement. For clarity, the term "Calendar Year" for the purposes of
this Agreement shall mean the duration of time commencing on January I" and ending on
December 3 151. For the avoidance of doubt, despite the continuation of this Agreement there shall
be no License Fee payable after the Calendar Year 2035.
621714.1 10

Exhibit A-1
Being all of that tract described as "Portion of Tract 1" containing 10.840 acres as shown
on map entitled Stockport Limited Partnership, dated November 21, 2021, and recorded
in Plat Book 43, at Pages 271 and 272, Wilson County Registry, North Carolina.

Exhibit A-2
Description of Lease Land:
Beginning at an iron pipe on the western right- of -way of the Norfolk -Southern Railroad.
Said point being the eastern common corner of the Timothy Earl Rhodes property as
described in the Deed Book 2698, Page 75 of the Wilson County Register of Deeds office
and the City of Wilson property as shown in Plat Book 40, Pages 242-243. From the
above described beginning, so located running thence as follows:
Leaving the western right -of- way of the Norfolk -Southern Railroad right -of- way and
with the northern line of the said Rhodes property, S 83009'15" W 405.61', thence leaving
said Rhodes northern line, N 37012'06" W 559.49', thence N 52047'54" E 350.00' to an iron
pipe on the western right -of -way of the Norfolk -Southern Railroad right -of -way, thence
with said railroad right- of -way, S 37°12'06" E 764.47' to the point of beginning
containing 5.319 acres.
Description of Access / Utility:
Beginning at a point located S 52047'54" W 350.00' from an iron pipe on the western
right-of-way of the Norfolk -Southern Railroad right-of-way. Said point on Railroad right-
of-way being located N 37012'06" W 764.47' as measured along the western right-of-way
of the Norfolk -Southern Railroad right-of-way from an iron pipe located at the eastern
common corner of the Timothy Earl Rhodes property described in Deed Book 2698,
Page75 and the City of Wilson property as shown in Plat Book 40, Pages 242-243 both of
the Wilson County Register of Deeds Office. From the above described beginning, so
located, running thence as follows:
S 37012'06" E 20.00', thence S 52047'54" W 810.53', thence S 18058152" E 95.68' to the
northern line of the aforesaid Timothy Earl Rhodes property, thence with said Rhodes
property S 71027'08" W 20.00', thence leaving said Rhodes line, N 18058,52" W 110.001,
thence N 52°47'54" E 825.00' to the point of beginning containing 0.423 acre.

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CITY OF WILSON
PB 40, PGs 242 & 243
TRACT 1
N 52°47'54" E 1,175.00'(TOT.)
1,110.16'
PORTION OF TRACT 1
AREA = 10.840 ACRES
EPKN
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INTERSECTION OF THE NORFOLK-SOUTHERN
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15.00' -
20.00'
SIP
S 56°31'09" W
78.38' \
S 82°47'38" W
77.39' �86°
LEGEND ` N 66°25'52" W `9S��78,
R/W = RIGHT-OF-WAY \ 34.69' 0
EIP = EXISTING IRON PIPE
N 65°28'54" W
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REVIEW OFFICER
STATE OF NORTH CAROLINA
COUNTY OF WILSON
REVIEW OFFICER OF WILSON COUNTY, CERTIFY
THAT THE MAP OR PLAT TO WHICH THIS
CERTIFICATION IS AFFIXED MEETS ALL STATUTORY
REQUIREMENTS FOR RECORDING.
DATE
REVIEW OFFICER
LINE TABLE
COURSE
BEARING
DISTANCE
L1
S 81°28'48" W
74.37'
L2
N 23°51'34" W
107.52'
L3
N 26'33'34" W
42.48'
L4
N 34'48'57" W
40.28'
L5
N 41°27'55" W
38.38'
L6
N 44°48'20" W
44.94'
L7
N 52*48'12" W
15.71'
L8
N 64°57'53" W
39.34'
L9
N 81'30'08" W
38.16'
L10
S 75°52'29" W
39.09'
L11
S 66°24'56" W
35.57'
L12
S 67°08'53" W
36.20'
L13
S 77*45'12" W
28.88'
L14
N 78*25'17" W
45.78'
CERTIFICATION
I, JOHN G. GETSINGER, JR., CERTIFY THAT THIS
PLAT WAS DRAWN UNDER MY SUPERVISION FROM
AN ACTUAL SURVEY MADE UNDER MY
SUPERVISION (MAP RECORDED IN PLAT BOOK 40,
PAGE(S) 242 & 243; THAT THE BOUNDARIES NOT
SURVEYED ARE CLEARLY INDICATED AS DRAWN
FROM INFORMATION FOUND IN BOOK PAGE
; THAT THE RATIO OF PRECISION AS
CALCULATED IS 1:10,000+; THAT THIS PLAT WAS
PREPARED IN ACCORDANCE WITH G.S. 47-30 AS
AMENDED. WITNESS MY ORIGINAL SIGNATURE,
LICENSE NUMBER AND SEAL THIS 21st DAY OF
NOVEMBER , A.D., 2021
I JOHN G. GETSINGER, JR., PLS L-4508
R/trFR q A(c �2'Op o �q%&
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TIMOTHY EARL RHODES
DB 2698, PG 75
\ PARCEL 1
BEARINGS & DISTANCES ALONG PROPOSED 20' ACCESS & UTILITY EASEMENT "B" \ I
N 80°32'49" E-
112.99'(TIE)
LINE TABLE
COURSE
BEARING
DISTANCE
L15
N 35*49'05" W
12.88'
L16
N 34*25'41" W
49.38'
L17
N 30'24'01" W
46.91'
L18
N 22*2VO1" W
51.39'
L19
N 11*51'21" W
49.63'
L20
N 01*37'17" W
47.58'
L21
N 04°16'09" E
24.70'
L22
N 13°15'23" E
12.12'
L23
N 22°48'02" E
14.53'
L24
N 22°48'02" E
11.41'
L25
N 26°01'17" E
7.85'
L26
N 75°18'39" E
26.38'
L27
S 26°01'17" W
24.49'
L28
S 22°48'02" W
23.70'
LINE TABLE
COURSE
BEARING
DISTANCE
L29
S 13° 15'23" W
8.88'
L30
S 04' 16'09" W
22.10'
L31
S 01 °37' 17" E
44.76'
L32
S 11*51'21" E
46.00'
L33
S 22°21'01" E
48.14'
L34
S 30°24'01 " E
44.79'
L35
S 34°25'41 " E
48.43'
L36
S 35°49'05" E
4.84'
L37
S 78*25'17" E
33.76'
L38
N 77*45'12" E
22.80'
L39
N 67°08'53" E
34.21'
L40
N 66°24'56" E
37.09'
L41
N 75°52'29" E
44.74'
L42
S 81°30'08" E
45.06'
LINE TABLE
COURSE
BEARING
DISTANCE
L43
S 64°57'53" E
44.38'
L44
S 52*48'12" E
19.24'
L45
S 44°48'20" E
46.92'
L46
S 41°27'55" E
40.12'
L47
S 34°48'57" E
42.88'
L48
S 26°33'34" E
44.40'
L49
S 23°51'34" E
92.74'
L50
j N 81-28'48" E
1 55.42'
NOTES
1.
THE SURVEYED PORTION OF THIS PROPERTY IS NOT LOCATED IN A
SPECIAL FLOOD HAZARD AREA AS DETERMINED BY THE FEDERAL
EMERGENCY MANAGEMENT AGENCY. REFERENCE WILSON COUNTY
to A
FIRM(S) 3720372000K & 3720373000K, BOTH DATED APRIL 16, 2013.
0%%11s'111,,,, C �i
4'°�i ��'
2.
REFERENCE: PLAT BOOK 40, PAGE(S) 242 & 243 OF THE WILSON COUNTY
REGISTER OF DEEDS.
L3.
ALL AREAS CALCULATED BY COORDINATE GEOMETRY.
� I_
4.
THIS IS A SURVEY OF ANOTHER CATEGORY, SUCH AS THE
I�LJ1` RL4�E�R fiICiN,
RECOMBINATION OF EXISTING PARCELS, A COURT -ORDERED SURVEY,
CV4NCES,S�iES
OR OTHER EXEMPTION OR EXCEPTION TO THE DEFINITION OF
SUBDIVISION.
zi
i/z
5.
THERE ARE IMPROVEMENTS LOCATED ON THIS PROPERTY. HOWEVER,
THEIR LOCATION AND TYPE ARE NOT SHOWN ON THIS SURVEY IF THEY
WERE LOCATED OUTSIDE OF THE 10.840 ACRES BOUNDARY.
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ALLIANCE ONE NORTH
AMERICA, LLC
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DB 2698, PG 75
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SHEET 1 OF 2 A PORTION OF PARCEL #3720861702.000
SURVEY FOR
STOCKPORT LIMITED PARTNERSHIP
REFERENCE: BEING A PORTION OF TRACT 1 AS
DESCRIBED IN PLAT BOOK 40, PAGE(s) 242 & 243 OF THE
WILSON COUNTY REGISTER OF DEEDS
CITY OF WILSON, WILSON COUNTY, NORTH CAROLINA
OWNER: CITY OF WILSON
ADDRESS: P.O. BOX 10
WILSON, NC 27894-0010
PHONE: [phone]
Baldwin DesignLG 349H SURVEYED: CBM APPROVED: JGG
CLOSURE CHECK BOUNDARY Consultants, PA DRAWN: JGG DATE: 11/21/2021
ENGINEERING - SURVEYING - PLANNING
CHECKED: JGG DATE: 11/21/2021 1700-D EAST ARLINGTON BOULEVARD CHECKED: JGG SCALE: 1" = 100'
GREENVILLE, NC 27858 252.756.1390

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Prepared by and after recording return to
Ward and Smith, P.A.
120 West Fire Tower Road
Winterville, NC 28590
Attn: J. Drake Brinkley, Esq.
STATE OF NORTH CAROLINA
COUNTY OF WILSON
Type: CRP
Recorded: 9/14/2022 4:16:08 PM
Fee Amt: $26.00 Page 1 of 5
Wilson, NC
Lisa J. Stith Register of Deeds
BK 2983 PG 523 - 527
MEMORANDUM OF PRIVATE GRADE CROSSING LICENSE AGREEMENT
THIS MEMORANDUM OF PRIVATE GRADE CROSSING LICENSE
AGREEMENT (this "Mernorandurn") is made as of _September 13 , 2022, by and
between CAROLINA COASTAL RAILWAY, INC., a Virginia corporation ("CLNA"), and
STOCKPORT LIMITED PARTNERSHIP, a North Carolina limited partnership (the
"Licensee").
WITNESSETH:
WHEREAS, CLNA, and Licensee are parties to that certain Private Grade Crossing
License Agreement, dated September 10, 2021 (the "Agreement"), whereby CLNA grants unto
Licensee, among other things, the right to maintain and use a private grade crossing located in
the vicinity of Railroad Mile Post 180 in the vicinity of 3100 Stantonsburg Rd SE, Wilson,
Wilson County, North Carolina, as approximately depicted as "License Area" on Exhibit A,
attached hereto and incorporated herein (the "License Area"), for the benefit of Licensee's
property as approximately depicted as "Portion of Tract 1 ", being 10.840 acres, more or less. on
Exhibit A (the "Benefitted Property"); and
WHEREAS, the parties hereto desire to memorialize the Agreement and execute and
record this Memorandum.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, hereby
agree as follows:
submitted electronically by "Investors Title Insurance company"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Wilson county Register of Deeds.

l . Recitals. The foregoing recitals are hereby acknowledged to be true and accurate,
and are incorporated by reference.
2. Term. The term of the Agree
agreements in the Agreement are intended to
agreements appurtenant to and running with the
shall run with the title to each party's property,
parties, their successors, successors in title and
there's no default under the Agreement.
Yent has commenced. The covenants and
,e, and ,shall be construed as, covenants and
and and the burdens and benefits of the same
and shall bind and inure to the benefit of the
assigns. The rights are perpetual as long as
3. Incorporation by, Reference and Capitalized Terms. All remaining provisions
set forth in the Agreement are hereby incorporated into this Memorandum the same as if herein
set out. All capitalized terms not defined herein shall be given the meanings assigned thereto in
the Agreement.
4. Conflict. This Memorandum is not a complete summary of the Agreement, and
the provisions contained herein shall not be construed to modify or amend the terms thereof. In
the event of any conflict between the terms of the Agreement and the terms of this
Memorandum, the terms of the Agreement shall control and prevail.
S. Counterparts. The parties agree that this Memorandum may be executed in two
or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
-Sig-natures are on the following page. -
-2-

IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as of the
day and year first above written.
CLNA-
CAROLINA COASTAL RAILWAY, INC.
Print Name: Karen KWvinen
Title: Manager
STATE OF
COUNTY OF
I certify that the above person personally appeared before me this day, acknowledging to me that
he signed the foregoing document for the purpose(s) stated therein, in the capacity indicated
therein: Karen Kuivinen
Date: ,
Si tur � f Notary{ P lac Lj
4H. lAAA 6Mw
Notary's printed or typed nI
My commission expires:
(Official Seal)
ELIZABETH LEIGH BORD
Notary Public -State of Fic
Commission # HH 3241
My Commission Exgiri
Awaust 16. 2024
Notary seal or stamp must appear within this box
-3-

LICENSEE.
STOCKPORT LIMITED PARTNERSHIP
By: Ef vV GP LLC, its general partner
Richard Deming, Manager
STATE OF
COUNTY OF
l certify that the above person personally appeared before me this day, acknowledging to me that
he signed the foregoing document for the purpose(s) stated therein, in the capacity indicated
therein: Richard Deming
Date:
S'igr carrr'of N007:7 ' Prrbl c
Notar ' printed or typed name
My commission expires:L°
(Official ,Seal)
FLLY RENEE GOODM
Notary Public
North Carolina
Pitt County
Notary seal or stamp must appear within this box.
-4-

Exhibit A
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Prepared by and after recording return to:
Ward and Smith, P.A.
120 West Fire Tower Road
Winterville, NC 28590
Attn: J. Drake Brinkley, Esq.
STATE OF NORTH CAROLINA
COUNTY OF WILSON
MEMORANDUM OF LEASE
Type: CRP
Recorded: 9/14/2022 4:16:10 PM
Fee Amt: $26.00 Page 1 of 7
Wilson, NC
Lisa J. Stith Register of Deeds
BK 2983 PG 528 - 534
THIS MEMORANDUM OF LEASE (this "Memorandum") is made as of
September 13 , 202 2 , by and between STOCKPORT LIMITED PARTNERSHIP
("Lessor"), and CAROLINA POULTRY POWER RG2, LLC ("Lessee').
WITNESSETH:
WHEREAS, Lessor, as landlord, and Lessee, as tenant, are parties to that certain Lease
Agreement, dated June 24, 2021, as amended (the "Lease"), whereby Lessee leases from Lessor
the property depicted or described as "Lease Land" on Exhibit A attached hereto and incorporated
herein by reference (the "Lease Land"), and has rights to use the land depicted or described as
"Access 1 Utility" on Exhibit B and the land depicted or described as "License Area" on Exhibit C
for the uses described in the Lease during the term; and
WHEREAS, the parties hereto desire to memorialize the Lease and execute and record
this Memorandum.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby; hereby
agree as follows:
l . Term. Subject to the terms of the Lease, the term of the Lease commenced on June
24, 2021, and expires on the last day of the twentieth (20th) year after the commencement of the
Commercial Operation Date. Subject to the terms of this Lease, the "Commercial Operation Date"
submitted electronically by "Investors Title Insurance company"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Wilson county Register of Deeds.

means the day on which the RG2 Project (as defined in the Lease), following its satisfactory start-
up, testing and commissioning as approved by Lessee, commences full commercial operations.
2. Incorporation by Reference and Capitalized Terms. All remaining, provisions
set forth in the Lease are hereby incorporated into this Memorandum the same as if herein set out.
All capitalized terms not defined herein shall be given the meanings assigned thereto in the Lease.
3. Conflict. In the event of any conflict between the terms of the Lease and the terms
of this Memorandum, the terms of the Lease shall control and prevail.
4. Counterparts. The parties agree that this Memorandum may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
-Signatures are on the following page.-

IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as of the
day and year first above written.
LESSOR:
STOCKPORT LIMITED PARTNERSHIP,
by its general partner, EfW GP LLC
By:.__ a�
Richard Deming, Manager
STATE OF NORTH CAROLINA
COUNTY OF t
I certify that the above person personally appeared before me this day, acknowledging to me that
he signed the foregoing document for the purpose(s) stated therein, in the capacity indicated
therein: Richard Deming
Date:-• ice, r
Signature qfJVotary Public
Notary0printed or typed name
My commission expires:
(afflciGf seal)
KELLY RENEE GOODM
Notary Public
North Carolina
Pitt County
Notary seal or stamp must appear within this box

LESSEE:
CAROLINA POULTRY POWER RG2, LLC
Richard Deming, Chief Executive Officer
STATE OF
COUNTY OF s,j-
I certify that the above person personally appeared before me this day. acknowledging to me that
he signed the foregoing document for the purpose(s) stated therein, in the capacity indicated
therein: Richard Deming
Date:ry14 ( , `-
Sigrtatr.rr of Notary Public
Notary' printed or typed name
My commission expires: ,—cam C t�
(official Seal)
KELLY RENEE 006-6
Notary Pubiir,
!North Carolina
Pitt Counts
Notary seal or stamp must appear within this bozo.
4

EXHIBIT A
to Memorandum of Lease
MAW 94"
..... .....
with said railroad right- of -way, S 37"12106" E 764.47'to the point of beginning
containing 5.319 acres-

EXHIBIT" B
to Memorandum of Lease
T
the Wilson County Register of Deeds Off ire. From the above described beginning, so
located, running thence as follows: I

EXHIBIT C
to Memorandum of Lease
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Type: CRP
Recorded: 9/14/2022 4:16:05 PM
Fee Amt: $26.00 Page 1 of 11
Wilson, NC
Lisa J. Stith Register of Deeds
BK 2983 PG 512 - 522
Prepared by and return after recording to:
Ward and Smith; P.A.
120 West Fire Tower Road
Winterville, NC 28590
Attn: J. Drake Brinkley, Esq.
STATE OF NORTH CAROLINA EASEMENT AGREEMENT
COUNTY OF WIiLSON
This Easement Agreement (the "Agreement") is entered into this 13th day of
September 20 22 by and between STOCKPORT LIMITED PARTNERSHIP, a
North Carolina limited partnership ("Stockport"), and CITY OF W ILSON, a body politic and
corporate organized and existing under the laws of North Carolina ("City"). Stockport and City may
be referred to herein singularly as "Party" or collectively as "Parties".
RECITALS:
WHEREAS, City is the fee simple owner of certain real property in Wilson County, North
Carolina, said property being adjacent or near the Stockport Property and more particularly described
or depicted on Exhibit A attached hereto and incorporated herein by reference (the "City Property");
WHEREAS, Stockport is the fee simple owner of certain real property located in Wilson
County, North Carolina, said property being adjacent or near the City Property and more particularly
described or depicted on Exhibit B attached hereto and incorporated herein by reference (the
"Stockport Property"), and
WHEREAS, in order to facilitate the development of the Generating Facility (as defined below)
on the Stockport Property, the Parties have agreed to provide for certain easements over their
respective Property to benefit the property of the other Party.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00), the foregoing
recitals, the mutual promises contained herein, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
submitted electronically by "Investors Title Insurance company"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Wilson county Register of Deeds.

ARTICLE I
ACCESS EASEMENT
1.1 Access Easement over the City Property-. City hereby grants, declares, and establishes
to and for the benefit of Stockport and its affiliates, subsidiaries and tenants, and the successors.
assigns and grantees of each of them and any future owner or tenant of the Stockport Property, a (i)
non-exclusive easement (the "Non -Exclusive Access Easement over the City Property") appurtenant to
the Stockport Property for the sole purpose of vehicular and pedestrian ingress, egress, regress, and
access over the City Property, specifically limited to the easement areas shown as (a) "Proposed 60'
Access & Utility Easement 'A' 19,421 S.F." as shown on the plat entitled "Survey for Stockport
Limited Partnership" prepared by Baldwin Design Consultants, PA, recorded in Plat Book 43, Pages
271, and 272 in the office of the Register of Deeds of Wilson County (the "Plat"), (b) "Proposed 20'
Access & Utility Easement 'B' 18,750 S.F." on the Plat, (c) "Proposed 20' Access & Utility Easement
74,909 S.F." on the plat, (d) "Proposed 15' Access Easement 'C' 8,766 S.F." on the Plat, and (e) "Pump
Intake Easement" on the Plat; and (ii) an exclusive easement (the "Exclusive Access Easement over the
City Property"; collectively the Non -Exclusive Access Easement over the City Property and the
Exclusive Access Easement over the City Property are the "Access Easement over the City Property")
appurtenant to the Stockport Property for the sole purpose of vehicular and pedestrian ingress, egress,
regress, and access over the City Property, specifically limited to the easement area shown as "Pond
Maintenance Easement" on the Plat. Stockport may, at its sole cost and expense, construct; install, and
maintain roadways (and related improvements), including paved roads, in the Access Easement over
the City Property; provided, however, Stockport shall not interfere with the City's wastewater
treatment operation on the City Property in the City's reasonable discretion.. Stockport may use or
permit the use of the Access Easements over the City Property by vehicles with more than two (2)
axles and/or by construction traffic.
I.2 Use. No barriers, fences or other obstructions shall be erected so as to impede or
interfere in any way with the free flow of vehicular and pedestrian traffic over the Access Easement
over the City Property; provided, however, that (i) either Party may utilize customary traffic regulation
and "traffic calming" devices (e.g., signage, directional flow marks, speed bumps, pedestrian
crosswalks, etc.). Neither Party may dedicate all or any portion of the Access Easement over the City
Property to the public without the joinder of the other Party. The Parties hereto acknowledge and
agree that. (i) Stockport's operations within the Pond Maintenance Easement area and use of the pond
therein for evaporation, at its discretion, is essential to the successful operation of the Generating
Facility (as defined below); and (ii) for the term of this Agreement, Stockport shall have full and
exclusive operational use and control of the Pond Maintenance Easement area for the purpose of
successfully operating the Generating Facility (as defined below), at its discretion, and satisfying the
obligations of the Energy Purchase Agreement.
1.3 Maintenance. Stockport, at its sole cost and expense, shall be responsible for
maintaining the roadways, and other improvements, it constructs in good condition and repair. City, at
its sole cost and expense, shall be responsible for maintaining the roadways, and other improvements,
it has constructed or will construct in good condition and repair. No later than thirty (30) days prior to
performing construction, maintenance or repairs, the Party making the same shall provide the other
Party with written notice of the proposed construction, maintenance and repairs to be performed and a
timeline for the perfon-nance of such work; provided, however, the thirty (30) days' notice shall not be

required if there are repairs, construction or maintenance that require immediate attention under
exigent circumstances.
Any extraordinary damage or wear and tear to any roadways caused by traffic above and
beyond the traffic contemplated in this Agreement shall be the responsibility of the individual property
owner, their contractors, tenants, concessionaires and licensees and their respective officers,
employees, agents, customers and/or invitees that caused such damage. Upon receipt of written notice
of such damage, wear and tear from the other Party, the responsible property owner shall immediately
repair said damage resulting from such extraordinary traffic and pay for the costs of the maintenance or
repair. The aforesaid obligations for maintenance and repair shall be exercised in a manner so as to
minimize the disruption of the rights of others.
ARTICLE Il
UTILITY EASEMENTS
2.1 Utility Easement over the City Prosy. City hereby grants, declares, and establishes to
and for the benefit of Stockport and its affiliates, subsidiaries and tenants, and the successors, assigns and
grantees of each of them and any future owner or tenant of the Stockport Property, a (i) non-exclusive
easement (the "Non -Exclusive Utility Easement over the City Property") appurtenant to the Stockport
Property for the sole purpose of installing, constructing, maintaining, and replacing utilities, including,
but not limited to, gas, power, water, sewer, and stormwater, over, under, through, and across the areas
depicted as (a) "Proposed 60' Access & Utility Easement 'A' 19,421 S.F." as shown on the Plat, (b)
"Proposed 20' Access & Utility Easement 'S' 18,750 S.F." on the Plat, (c) "Proposed 20' Access &
Utility Easement 74,909 S.F." on the plat, and (d) "Pump Intake Easement" on the Plat; and (ii) an
exclusive easement (the "Exclusive Utility Easement over the City Property"; collectively, the Non -
Exclusive Utility Easement over the City Property and the Exclusive Utility Easement over the City
Property are the " Utility Easement over the City Property") appurtenant to the Stockport Property for the
sole purpose of installing, constructing, maintaining, and replacing utilities, including; but not limited to,
gas, power, water, sewer, and stornwater, over, under, through, and across the area depicted as "Pond
Maintenance Easement" on the Plat. Stockport, at its sole cost and expense, shall be responsible for
maintaining any utilities installed by Stockport located in the Utility Easement over the City Property.
No later than thirty (30) days prior to performing construction, maintenance or making repairs to the
any utilities located in the Utility Easement over the City Property, Stockport shall provide the City
with written notice of the proposed construction, maintenance and repairs to be performed and a
timeline for the performance of such work. Notwithstanding anything to the contrary herein, Stockport
may enter the Utility Easement over the City Property at any time with or without notice to perform
repairs, construction or maintenance that require immediate attention under exigent circumstances.
2.2 Utility Easement over the Stockport Property. Stockport hereby grants, declares, and
establishes to and for the benefit of City and its affiliates, subsidiaries and tenants, and the successors.
assigns and grantees of each of them and any future owner or tenant of the City Property, a non-exclusive
easement (the "Utility Easement over the Stockport Property") appurtenant to the City Property for the
sole purpose of installing, constructing, maintaining, and replacing utilities, including, but not limited to,
gas, power, water, sewer, and stormwater, over, under, through, and across the area depicted as
"Proposed 35' Utility Easement" on the Plat. City, at its sole cost and expense, shall be responsible for
maintaining any utilities installed by City located in the Utility Easement over the Stockport Property.
No later than thirty (30) days prior to performing construction, maintenance or making repairs to the

any utilities located in the Utility Easement over the Stockport Property, City shall provide Stockport
with written notice of the proposed construction, maintenance and repairs to be performed and a
timeline for the performance of such work. Notwithstanding anything to the contrary herein, the City
may enter the Utility Easement over the Stockport Property at anytime with or without notice to
perform repairs, construction or maintenance that require immediate attention under exigent
circumstances.
ARTICLE III
MISCELLANEOUS EASEMENTS
3.1 Equipment Easement over the City Proopegy. City hereby grants, declares, and establishes
to and for the benefit of Stockport and its affiliates, subsidiaries and tenants, and the successors, assigns
and grantees of each of them and any future owner or tenant of the Stockport Property, a (i) non-
exclusive easement (the "Non -Exclusive Equipment Easement over the City Property") appurtenant to
the Stockport Property for the sole purpose of installing, constructing, using, maintaining, and replacing
equipment, including., but not limited to, evaporators, pumps, heat exchangers, any and all electrical
equipment associated with the foregoing, and any and all equipment related to the development of the
Stockport Property as a Generating Facility (as defined below) on the area depicted as "Pump Intake
Easement" on the Plat; and (ii) an exclusive easement (the "Exclusive Equipment Easement over the City
Property' collectively the Non -Exclusive Equipment Easement over the City Property and the
Exclusive Equipment Easement over the City Property are the " Equipment Easement over the City
Property") appurtenant to the Stockport Property for the sole purpose of installing, constructing, using;
maintaining, and replacing equipment, including, but not limited to, evaporators, pumps, heat
exchangers, any and all electrical equipment associated with the foregoing, and any and all equipment
related to the development of the Stockport Property as a Generating Facility (as defined below) on the
area depicted as "Pond Maintenance Easement" on the Plat. Stockport, at its sole cost and expense,
shall be responsible for maintaining any equipment installed by Stockport.
3.2 Structures Easement over the City Property. City hereby grants, declares, and establishes
to and for the benefit of Stockport and its affiliates, subsidiaries and tenants, and the successors, assigns
and grantees of each of them and any future owner or tenant of the Stockport Property, a non-exclusive
easement (the "Structures Easement over the City Property'") appurtenant to the Stockport Property for
the sole purpose of installing, constructing, maintaining, using, and replacing one or more structures, in
the area depicted as "Pump Intake Easement " on the Plat. Stockport, at its sole cost and expense, shall
be responsible for maintaining any structures installed by Stockport. Stockport agrees to use no more
than 1,000 square feet of the area shown as the Pump Intake Easement in the future for installing,
constructing, maintaining, using, and replacing one or more structures.
3.3 Tem orar Construction Easement. City hereby grants, declares, and establishes to and
for the benefit of Stockport and its affiliates, subsidiaries and tenants, and the successors, assigns and
grantees of each of them and any future owner or tenant of the Stockport Property, a non-exclusive,
temporary construction easement appurtenant to the Stockport Property in the form of strips of land 7.5'
wide located contiguous with and on both sides of the Specific Access Easements (as defined below)
running along and parallel with the Specific Access Easements for the sole purpose of installing and
constructing a Generating Facility in accordance with the Energy Purchase Agreement (as defined
below). The "Specific Access Easements" include the (i) "Proposed 20' Access & Utility Easement '13'
18,750 S.F." on the Plat,(i) "Proposed 15' Access Easement 'C' 8,766 S.F." on the Plat; (i) "Proposed

20' Access & Utility Easement74,909 S.F." on the Plat, (iv) "Pump Intake Easement" on the Plat; and (v)
"Pond Maintenance Easement" on the Plat. Notwithstanding any terms to the contrary in this Section
3.3, the portion of the temporary construction easement described in this Section associated with the
Pump Intake Easement area and the Pond Maintenance Easement area shall not include any area inside
of the Pump Intake Easement area and inside the Pond Maintenance Easement area. Stockport shall
repair all damage caused by such use. This temporary construction easement shall expire on the
Commercial Operation Date, as such term is defined in the Energy Purchase Agreement (as defined
below).
ARTICLE IV
ADDITIONAL OBLIGATIONS
4.1 Ownership. City represents the City Property is owned by City in fee and the easements
described herein over the City Property are conveyed by City free and clear of all monetary
encumbrances and free and clear of any other encumbrances which would prevent their use for the
purposes described herein. Stockport represents the Stockport Property is owned by Stockport in fee
and the easement described herein over the Stockport Property is conveyed by Stockport free and clear
of all monetary encumbrances and free and clear of any other encumbrances which would prevent its
use for the purpose described herein.
4.2 Covenants and Warranties. Each Party covenants to the other Party that it owns the
property upon which the easements it is conveying are located in fee; that it has the right to convey the
easements it is conveying in this Agreement; that the property upon which the easements it is
conveying are located is free and clear of all encumbrances, except as set forth in Section 4.1; and that
it will warrant and defend the title to the easements it is conveying against the lawful claims of all
persons whomever.
ARTICLE V
INDEMNIFICATION
5.1 Indemnification. To the extent allowable by law, the Parties hereby indemnify and save
each other harmless from any and all liability, damage, expense, causes of action, suits, claims, or
judgments, including reasonable attorney fees and expenses, arising from personal injury, death, or
property damage and occurring on or from its own Property, or arising from any work performed by or
on behalf of one Party on the Property of another Party, except if caused by the intentional negligence
or misconduct of the other Party hereto.
ARTICLE VI
TERM
6.1 Expiration. Subject to the terms and provisions herein, the easements conveyed herein
shall expire on the later of (i) the date that is one (1) year after the Stockport Property is no longer
operating as a Generating Facility (as defined below), or (ii) the date of expiration or earlier
termination of that certain Amended & Restated Energy Purchase & Collaboration Agreement, dated
May 25, 2021, between Carolina Poultry Power RG2, LLC, a North Carolina limited liability
company, and the City of Wilson, as amended, if amended (the "Energy Purchase Agreement").
Notwithstanding the foregoing, the portion of the Access Easement over the City Property and the

Utility Easement over the City Property located in the area described as "Proposed 60' Access & Utility
Easement 'A' 19,421 S.H." on the Plat is granted and conveyed in perpetuity. "Generating Facility"
means any equipment or infrastructure installed by an energy provider or energy generator related to the
generation, harnessing or use of energy, including without limitation a steam heat generation facility,
which includes the energy generation equipment, controls, meters, switches, connections, conduit, wires,
pipes, energy delivery points, evaporators, feedstock storage and conveyance, housing structures and any
other items installed as a fixture for the purpose of, or related to, the provision or use of thermal or
electrical energy.
ARTICLE VIl
MISCELLANEOUS
7.1 Easements Running With the Land. The easements and covenants set forth above are of
a commercial nature, freely transferable, and are intended to be, and shall be construed as, easements
and covenants appurtenant to and running with the land and the burdens and benefits of said easements
and covenants shall run with the title to each Party's property, and shall bind and inure to the benefit of
the Parties, their successors, successors in title and assigns.
7.2 Severability. If any provision of this Agreement, or the application thereof to any
person or circumstances, shall for any reason and to any extent be invalid or unenforceable, and if the
material expectations of each Party nevertheless can be achieved, the remainder of this Agreement and
the application of such provision to other persons or circumstances shall not be affected thereby but
rather shall be enforced to the greatest extent permitted by law.
7.3 Applicable Law. This Agreement shall be construed in accordance with the laws of the
State of North Carolina.
7.4 Compliance With Laws. The Parties hereby agree to comply with all applicable laws
and regulations in their use of the easements granted herein for the purposes herein stated and all
Parties hereto agree that the rights and responsibilities contained in this Agreement shall be performed
in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and
regulations.
7.5 Variation in Pronouns. All pronouns and any variations thereof shall be deemed to refer
to the masculine, feminine, neuter, singular, or plural, as the identity of the Party or Parties, or their
personal representatives, successors and assigns may require.
7.6 Further Assurances. Each Party hereto agrees to give further assurances to each other
Party hereto, by way of executing such other and further instruments and documents as may be
reasonably necessary to effectuate and carry out the intents and purposes of this Agreement and the
agreements contained herein.
7.7 Caption Headings. The headings and captions used in this Agreement are for
convenience only and shall not be deemed to limit, amplify, or modify the terms of this Agreement.

7.8 Authority. Each of the Parties hereto acknowledges for itself that such Party has the
authority to enter into this Agreement.
[the remainder of this page intentionally blank]

fN WITNESS WHEREOF, the Parties have hereunto set their hand as of the day and year first
above written.
CITY OF WILSON
By -
Carlton L. Stevens, Mayor
ATTEST:
C -1 0� WIC
T ! '� e'°'
�Po�
Tonya A. e , Clerk of the City of Wi son -- --
(SEAL)
�,' 1849 '
CO'01
STATE OF NORTH CAROLINA
COUNTY OF WILSON
1, 4vn , a Notary Public for Wilson County, do hereby certify that
Tonya A. West, personally appear d before me this day and acknowledged that she is the City Clerk of the City
of Wilson, a North Carolina municipal corporation, and that by authority duly given and as the act of the
corporation, the foregoing instrument was signed by its Mayor, sealed with its corporate seal and attested by
herself as its Clerk.
Witness my hand and notarial seal, this 7-11 day of � � er , 2022.
97gn�atureof Notary ublic
(SEAL) J4M JI—r— n A-5
Printed/Typed Name of Notary Public
My Commission Expires: 11D raT ,9-�2
Notary seal or stamp must appear within this box

STOCKPORT LIMITED PARTNERSHIP
By: EfGV GP LLC, its general partner
Richard Deming, Manager
STATE OF NORTH CAROLINA
COUNTY OF
I certify that the above person personally appeared before me this day, acknowledging to me that he
signed the foregoing document for the purpose(s) stated therein, in the capacity indicated therein:.
Richard Deming
Date:
(Official Seal)
7LLY RENEE GOOD
Notary Public
North Carolina
Pitt County—
Sigr�att.rr� , f Notcr� y Public
Notary Tinted or typed ame
My commission expires:
Notary seal or stamp must appear within this box:

EXHIBIT "A"
CITY PROPERTY
Being all of Tract 1, containing 238.80 acres, more or less, Tract 2, containing 19.51 acres, more or
less, and Tract 4, containing 0.45 acres, more or less, as shown on map of survey entitled
"Recombination Plat Property of City of Wilson" dated August 2016 and recorded in Plat Book. 40 at
Page 242, Wilson County Registry.
Less and except all of that tract described as "Portion of Tract I " containing 10.840 acres as shown on
map entitled Stockport Limited Partnership, dated November 21, 2021, and recorded in Plat Book 43,
at Pages 271 and 272, Wilson County Registry, North Carolina.

EXHIBIT "B"
STOCKPORT PROPERTY
Being all of that tract described as "Portion of Tract I" containing 10.840 acres as shown on map
entitled Stockport Limited Partnership, dated November 21, 2021, and recorded in Plat Book 43, at
Pages 271 and 272, Wilson County Registry, North Carolina.

Type: CRP
Recorded: 9/14/2022 4:16:02 PM
Fee Amt: $26.00 Page 1 of 8
Revenue Tax: $0.00
Wilson, NC
Lisa J. Stith Register of Deeds
BK 2983 PG 504 - 511
Prepared by: Kelly V. Chase, Cadey I`ridgen, P.A. 2500 Nash street N Ste. C Wilson, NC 27896-1394
Return to; J Drake Brinkley, Ward and Smith P.A., 120 West Fire Tower Road, Winterville; NC 28590
Delinquent taxes, if any, to be paid by the closing attorney to the county tax collector upon disbursement of closing proceeds.
STATE OF NORTH CAROLINA SPECIAL WARRANTY DEED
COUNTY OF WILSON Portion of PIN: 3720-86-1702.000
Excise Tax: $0.00
THIS DEED, made and entered into this 13th day of September 12022,
by and between the CITY OF WILSON, a North Carolina municipal corporation, hereinafter
"Grantor", whose mailing address is PO BOX 10, Wilson, NC 27894-0010, to STOCKPORT
LIMITED PARTNERSHIP, a North Carolina Limited Partnership, hereinafter "Grantee", whose
mailing address is 3697 North Main Street, Farmville, NC 27828;
WITNESSETH:
FOR AND IN CONSIDERATION of $1.00 and other good and valuable consideration
made to Grantor by the Grantee, the receipt of which is hereby acknowledged, the Grantor has
bargained and sold, and does hereby bargain, sell and convey unto the Grantee, its successors
and assigns, in fee simple, that certain parcel or tract of land lying and being situate in Wilson
Township, Wilson County, North Carolina, Portion of PIN 3720-86-1702.000, and more
particularly described in EXHIBIT A attached hereto and incorporated herein by reference (the
"Property").
This Conveyance is expressly subject to the Permitted Exceptions on EXHIBIT B and
those additional Deed Covenants and Restrictions as shown on EXHIBIT C.
SW-P submitted electronically by "Investors Title Insurance company"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Wilson county Register of Deeds.

None of the Property herein conveyed includes the primary residence of the Grantor.
TO HAVE AND TO HOLD the aforesaid parcel or tract of land, together with the
privileges and appurtenances thereunto belonging or in anywise appertaining, unto the said
Grantee, its successors and assigns, in fee simple.
FOR THE CONSIDERATION AFORESAID, the Grantor, for itself, its successors
and/or assigns, hereby covenants to and with the Grantee, its successors and assigns, that, the
Grantor has done nothing to impair such title as Grantor received and that the Grantor does
warrant and will forever defend the title thereto against the lawful claims of any and all persons
claiming by, under or through Grantor, subject to the conditions herein contained.
IN WITNESS, WHEREOF, the City of Wilson has caused this deed and agreement to be
executed in its corporate name by its Mayor, attested by its Clerk, and its corporate seal to be
hereunto affixed, this the day and year first written above.
"SIGNATURE PAGES AND NOTARY TO FOLLOW**
SW -PROJECT WATT

CITY OF WILSON
By:
arlton L. Stevens, Mayor
ATTEST:
Tonya A. , Clerk of the City o i
(SEAL)
STATE OF NORTH CAROLINA
COUNTY OF WILSON
I, �a n►; c. �an M5 , a Notary Public for Wilson County, do hereby
certify that Tonya A. West, personally appeared before me this day and acknowledged that she is
the City Clerk of the City of Wilson, a North Carolina municipal corporation, and that by
authority duly given and as the act of the corporation, the foregoing instrument was signed by its
Mayor, sealed with its corporate seal and attested by herself as its Clerk.
Witness my hand and notarial seal, this q -t kday of, r , 2022.
00V4 .40%
nature ofiNrota Public
—Ta---;e- Ldaha;5-6#--74&*-5
Imp Printed/Typed Nae of Notary Public
My Commission Expires: Jo v a 9 - Qa
SW -PROJECT WATT

EXHIBIT A
Legal Description
Being all of that tract described as "Portion of Tract 1 " containing 10.840 acres as shown on map
entitled Stockport Limited Partnership, dated November 21, 2021, and recorded in Plat Book 43,
at Pages 271 and 272, Wilson County Registry, North Carolina.

EXHIBIT B
Permitted Exceptions
(i) Such matters as would be disclosed by a current and accurate survey and
inspection of the Property,
(ii) Ad valorem taxes for the year of closing;
(Ili) zoning ordinances affecting the Property; and
(iv) All recorded easements, covenants, restrictions, reservations, rights -of -
way and other similar matters recorded on or prior to May 25,2021.
SW -PROJECT WATT

EXHIBIT C
Deed Covenants and Restrictions
1, The Property herein conveyed shall be used for the industrial use of the development of
a Biomass Energy Generating Facility as further defined in and operated in accordance
with an Energy Purchase and Collaboration Agreement dated May 25, 2021, as amended
from time to time (collectively, the "Project") and other ancillary uses. This restriction is
to run with the land and shall be binding on all parties and all persons claiming under
them fora period of twenty-two (22) years from May 25, 2021, unless sooner terminated
in writing and recorded in the Register of Deeds. In the event the term of the Energy
Purchase and Collaboration Agreement dated May 25, 2021 ("EPCA") expires or is
terminated prior to the date that is twenty-two (22) years after May 25, 2021, then.
Grantor, or its successor in ownership of the Property conveyed herein, shall prepare and
record a document in the office of the Register of Deeds of Wilson County which
perpetually releases and terminates the restriction contained in this paragraph 1, and
such shall be prepared such that it will be indexed so it is in the chain of title for the real
Property conveyed herein.
2. The Grantee, or its successor, assign, or the party in possession of the Property, shall
obtain all building permits for the Project on or before October 31, 2022 (the "Permit
Deadline").
3. The Grantee, or its successor, assign or the party in possession of the Property, shall
complete all work on the Project in order to obtain a Certificate of Occupancy on or
before September 30, 2024 (the "CO Deadline").
4. In the event that the Grantee, or its successor, assign or the party in possession of the
Property, should (i) fail to meet the Permit Deadline; or (ii) fail to meet the CO
Deadline, Grantee does hereby grant and convey to Grantor the option to purchase the
Property in accordance with the terms hereof (the "Repurchase Option").
zf any of the deadlines, described above are not timely met, Grantor shall then have
forty-five (45) days from the applicable deadline, in which to notify Grantee of Grantor's
intent to exercise the Repurchase Option (the "Option Exercise Date") at the same sale
price paid by Grantee in the conveyance of the Property to Grantee and, in the event of
such timely response, the closing of the purchase and sale of the Property shall take
place within 90 days of the Option Exercise Date. In the event that timely Notice is not
given by Grantor to Grantee, Grantor shall be deemed to have elected not to exercise the
applicable Repurchase Option hereunder. The Repurchase Option shall expire and be of
no further force or effect once the milestones noted in paragraphs 2 and 3 of these Deed
Covenants and Restrictions are met, and at such time, at Grantee or its successor or
assign's request, Grantor shall execute an acknowledgment in recordable form.
memorializing that the Repurchase Option has expired.
SW -PROJECT WATT

5. Approval of Conveyance. In the event that Grantee desires to sell or convey the Property
to an unrelated third party prior to twenty-two (22) years from May 25, 2021, Grantee
shall obtain Grantor's prior consent, which shall not be unreasonably withheld,
conditioned, or delayed. Grantor shall provide notice to Grantee of its consent to the
conveyance or disapproval of the conveyance; as the case may be, within forty-five (45)
days from the date in which Grantor received notice of Grantee's desire to sell or convey
the Property..
In the event that timely notice is not given by Grantor to Grantee, Grantor shall be
deemed to have approved the conveyance, and Grantee shall be free to sell and convey
the Property to such third party.
In addition to the foregoing, in the event that Grantee desires to sell or convey the
Property to an unrelated third party prior to the CO Deadline, then Grantor shall then
have forty-five (45) days from the date in which Grantor received notice of Grantee's
desire to sell or convey the Property in which to notify Grantee of Grantor's intent to
repurchase the Property (the "Pre -CO Exercise Date") at the same sale price paid. by
Grantee in the conveyance of the Property to Grantee and, in the event of such timely
response, the closing of the purchase and sale of the Property shall take place within 90
days of the Pre -CO Exercise Date. In the event that timely Notice is not given by
Grantor to Grantee, Grantor shall be deemed to have elected not to exercise the
repurchase option described in this Section.
In the event the term of the EPCA expires or is terminated prior to the date that is
twenty- two (22) years after May 25, 2021, then Grantor, or its successor or assign in
ownership of the Property conveyed herein, shall record a document in the office of the
Register of Deeds of Wilson County which perpetually waives the requirement that the
owner of the Property conveyed herein obtain Grantor's consent prior to selling or
conveying the Property to an unrelated third party, and such shall be prepared so it will
be indexed in the chain of title for the Property conveyed herein.
6. The Grantee, its successors and assigns, agree that the Property is conveyed "as is" as it
relates to the Property's physical condition, and without any recourse as against Grantor
for the environmental condition of the Property. The Grantee acknowledges that the
Grantor makes no representations or express or implied warranties as to the suitability of
the Property for the Grantee's intended uses.
7. Enforcement shall be by proceedings at law or in equity against any person, firm or
corporation violating or attempting to violate any covenant, either to restrain such
violation or attempted violation or to recover damages.
8,. The invalidation of any one of these covenants by judgment or court order shall in no
way affect any of the remaining provisions, and all other provisions herein shall remain
in full force and effect.
SW -PROJECT WATT

9. All notices; demands and/or consents provided for in this Agreement shall be in writing
and shall be delivered to the parties hereto by hand, by certified United States Mail with
postage pre -paid and return receipt requested. Such notices shall be deemed to have been
served on the date of hand delivery, or on the date mailed as required herein. All such
notices and communications shall be addressed to Seller at PO Box 10, Wilson, NC
27894 and to Buyer 3697 North Main Street, Farmville, NC 27828, or at such other
address as either may specify to the other in writing.
SW-PRoJFC'f WATT

Type: CRP
Recorded: 9/15/2022 9:01:53 AM
Fee Amt: $64.00 Page 1 of 17
Wilson, NC
Lisa J. Stith Register of Deeds
BK 2983 PG 560 - 576
Prepared by: West Town Bank & Trust
8450 Falls of Neuse Road, Suite 202
Raleigh, North Carolina 27615
After recording return to:
Brodnan & Budd, LLC
999 Peachtree Street NE
Suite 1105
Atlanta, Georgia 30309
Attention: Matthew P. Brodnan, Esq.
STATE OF NORTH CAROLINA ) DEED OF TRUST, SECURITY AGREEMENT,
ASSIGNMENT OF RENTS AND LEASES AND
COUNTY OF WILSON 1 FIXTURE FILING
COLLATERAL IS OR INCLUDES FIXTURES
THIS DEED OF TRUST SECURES FUTURE ADVANCES
Dated September 13, 2022
Grantor's Organizational Identification Number: 2220375
THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES ON
THE REAL PROPERTY DESCRIBED HEREIN. ACCORDINGLY, IN ADDITION TO ITS
BEING FILED AS A DEED OF TRUST, IT SHOULD ALSO BE FILED AND INDEXED AS A
FINANCING STATEMENT FILED AS A FIXTURE FILING PURSUANT TO SECTION 25-9-
502(c) AND RELATED PROVISIONS OF THE NORTH CAROLINA GENERAL STATUTES.
THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL ESTATE RECORDS
AND IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS UNDER
THE NAMES OF GRANTOR, AS "DEBTOR", AND BENEFICIARY, AS "SECURED
PARTY."
submitted electronically by "Investors Title Insurance company"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Wilson county Register of Deeds.

THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND
LEASES AND FIXTURE FILING (this "Deed of Trust") is made and entered into as of September 13,
2022, by STOCKPORT LIMITED PARTNERSHIP, a North Carolina limited partnership, having an
address of 3697 North Main Street, Farmville, North Carolina 27828 (together with its permitted successors
and assigns, the "Grantor"), in favor of INVESTORS TITLE INSURANCE COMPANY, a North
Carolina corporation, having an address of 121 North Columbia Street, Chapel Hill, North Carolina 27514,
as trustee (the "Trustee"), for the benefit of WEST TOWN BANK & TRUST, an Illinois chartered bank
(together with its successors and assigns, the "Lender" or "Beneficiary"), with an address at 8450 Falls of
Neuse Road, Suite 202, Raleigh, North Carolina 27615.
WITNESSETH:
Pursuant to that certain Loan Agreement dated as of even date herewith (as the same may be
amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), by and between
the Grantor (in such capacity, the "Borrower") and the Lender, the Lender has agreed to make a loan in the
original principal aggregate amount of One Hundred Eighty Thousand and 00/100 Dollars ($180,000.00)
(the "Loan") in order to finance the acquisition of the Property by the Grantor. The Loan is evidenced by
that certain Promissory Note of the Borrower payable to the order of the Lender in the principal amount of
$180,000.00, as the same may be amended, modified, replaced, restated or supplemented from time to time
(the "Note"). The Loan shall bear interest as provided in the Loan Agreement on the principal amount of
the Note from time to time outstanding, and the interest rates applicable to the Loan varies from time to
time in accordance with the Note.
Grantor is executing this Deed of Trust pursuant to the Loan Agreement. All capitalized terms used
but not otherwise defined herein have the meanings provided in the Loan Agreement, the terms and
provisions of which are incorporated herein by reference.
In consideration of the indebtedness herein recited, and in further consideration of the premises and
for the purposes herein recited, and to secure the payment, performance and observance by the Grantor of
its obligations under this Deed of Trust and any other Loan Documents to which Grantor or Borrower is a
parry, the Grantor does hereby grant, convey, bargain, sell, transfer, assign and set over to the Trustee and
the Trustee's successors and assigns, in trust for the benefit of the Lender, all Grantor's right, title and
interest in and to the following described land, real property interests, buildings, improvements, fixtures
and other personal property:
(a) All that tract or parcel of land and other real property interests in Wilson County, North
Carolina more particularly described in Exhibit A attached hereto and made a part hereof (the "Land"),
and all buildings and improvements of every kind and description now or hereafter erected or placed on the
aforesaid Land (the "Improvements"), and all right, title and interest of the Grantor, now owned or hereafter
acquired in and to (i) all streets, roads, alleys, easements, rights -of -way, licenses, rights of ingress and
egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection
with or pertaining to the Land or the Improvements; (ii) any strips or gores between the Land and abutting
or adjacent property; (iii) all options to purchase the Land or the Improvements or any portion thereof or
interest therein, and any greater estate in the Land or the Improvements; and (iv) all water and water rights,
and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and
interests referred to in this paragraph (a) being herein sometimes called the "Premises");
(b) All goods, machinery, equipment, fixtures, furnishings, building materials and tangible
personal property of every kind now or hereafter located on, attached to or incorporated in and used in
connection with the operation of the Premises whether now owned or hereafter acquired by the Grantor
including, without being limited to: all structures, fixtures and appliances now or hereafter placed on the
Premises, or used therewith; materials intended for construction, reconstruction, alteration and repair of
2

such Improvements now or hereafter erected thereon, all of which materials shall be deemed to be included
within the premises hereby conveyed immediately upon the delivery thereof to the aforesaid Land, and all
fixtures and articles of personal property now or hereafter owned by the Grantor and attached to or
contained in and used in connection with the aforesaid Land and Improvements including, but not limited
to, all furniture, furnishings, apparatus, machinery, equipment, motors, elevators, fittings, radiators, ranges,
refrigerators, awnings, shades, screens, blinds, carpeting, office equipment and other furnishings and all
plumbing, heating, lighting, cooking, laundry, ventilating, refrigerating, incinerating, air conditioning and
sprinkler equipment, telephone systems, televisions and television systems, computer systems and fixtures
and appurtenances thereto and all renewals or replacements thereof or articles in substitution thereof,
whether or not the same are or shall be attached to the Land and Improvements in any manner (the
"Accessories");
(c) All (i) plans and specifications for the Improvements; (ii) the Grantor's rights, but not
liability for any breach by the Grantor, under all commitments, insurance policies, contracts and agreements
for the design, construction, operation or inspection of the Improvements and other contracts (including but
not limited to any contracts for the sale of any portion of the Premises) and general intangibles (including
but not limited to trademarks, trade names, goodwill and symbols) related to the Premises or the Accessories
or the operation thereof, (iii) deposits (including but not limited to the Grantor's rights in tenants' security
deposits, deposits with respect to utility services to the Premises, and any deposits or reserves hereunder or
under any other Loan Document for taxes, insurance or otherwise), rebates or refunds of impact fees or
other taxes, assessments or charges, money, accounts, instruments, documents, notes and chattel paper
arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or
deposit account from which the Grantor may from time to time authorize the Lender to debit and/or credit
payments due with respect to the Secured Obligations (as defined below); (iv) permits, licenses, franchises,
certificates, development rights, commitments and rights for utilities, and other rights and privileges
obtained in connection with the Premises or Accessories; (v) leases, rents, royalties, bonuses, issues, profits,
revenues and other benefits of the Premises or Accessories (without derogation of Article III hereof); and
(vi) engineering, accounting, title, legal and other technical or business data concerning the Property (as
defined below) which are in the possession of the Grantor or in which the Grantor can otherwise grant a
security interest;
(d) All compensation, judgments, damages, settlements, rights of action, proceeds of any
award or claims, whether at law, in equity or otherwise, payable to the Grantor resulting from or in
connection with (i) any damage to, loss of, trespass on, interference with, destruction of or failure to support
the Premises; (ii) any taking of the Premises, any part thereof or interest therein, or damage to or loss of the
Premises, any part thereof or interest therein from any governmental action not constituting a taking or (iii)
any similar claim, demand, proceeding or action of any sort for interference with the rights of such Grantor
to and in the Premises;
(e) All casualty and condemnation proceeds; and
(f) All (i) proceeds (cash or non -cash) of or arising from the properties, rights, titles and
interests referred to in paragraphs (a), (b) (c), (d), and (e) above, including but not limited to proceeds of
any sale, lease or other disposition thereof, proceeds of each policy of insurance relating thereto (including
premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of
grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu
thereof for public or quasi -public use under any law, and proceeds arising out of any damage thereto; and
(ii) other interests of every kind and character which the Grantor now has or hereafter acquires in, to or for
the benefit of the properties, rights, titles and interests referred to in paragraphs (a), (b) (c), (d), and (e)
above and all property used or useful in connection therewith, including but not limited to rights of ingress
and egress and remainders, reversions and reversionary rights or interests; and if the estate of the Grantor

in any of the property referred to in paragraphs (a), (b) (c), (d), and (e) above is a leasehold estate, this
conveyance shall include, and the lien and security interest created hereby shall encumber and extend to,
all other or additional title, estates, interests or rights which are now owned or may hereafter be acquired
by the Grantor in or to the property demised under the lease creating the leasehold estate;
To HAVE AND HOLD the foregoing rights, interests and properties, and all rights, estates, powers
and privileges appurtenant thereto (herein collectively called the "Property") unto the Trustee and the
Trustee's successors and assigns, in trust, in fee simple forever, to secure the indebtedness herein recited
and upon this special trust: that should the indebtedness secured hereby be paid according to the tenor and
effect thereof when the same shall be due and payable and should the Grantor timely and fully discharge
its obligations hereunder, then the Property shall be reconveyed to the Grantor or the title thereto shall be
revested according to the provisions of law. For clarity, the term "Property" as defined in this Deed of
Trust shall specifically exclude any property owned by any tenant or other party legally occupying the Land
under any Lease (as defined in Section 3.1 below).
The Grantor hereby grants to the Lender a security interest in all of the property described in
paragraphs (a), (b) (c), (d), (e), and (f) above that constitutes personal property or fixtures (herein sometimes
collectively called the "Collateral") to secure the Secured Obligations (as defined below). In addition to
its right hereunder or otherwise, the Lender shall have all of the rights of a secured party under the North
Carolina Uniform Commercial Code, or under the Uniform Commercial Code in force in any other state to
the extent the same is applicable law.
In consideration of the premises, and the sum of One Dollar ($1.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor covenants,
represents and agrees to and with the Trustee and the Lender as follows:
ARTICLE I
The Loan
1.1 Indebtedness. The indebtedness secured by this Deed of Trust is the result of Lender's
making the Loan available to the Borrower pursuant to, and subject to the terms and conditions set forth in
the Loan Agreement and the other Loan Documents.
1.2 Amount Secured. The grants of security contained in this Deed of Trust secure and enforce
the payment and performance of the Grantor's obligations under this Deed of Trust, and Grantor's and
Borrower's obligations under any other Loan Documents, all Obligations, and all indebtedness, liabilities,
duties, covenants, promises and other obligations whether joint or several, direct or indirect, fixed or
contingent, liquidated or unliquidated, and the cost of collection of all such amounts, owed by the Grantor
to the Lender now or hereafter incurred or arising pursuant to or permitted by the provisions of the
aforementioned documents (collectively, the "Secured Obligations", the "secured indebtedness", or the
"indebtedness secured hereby").
1.3 Future Advances; Maximum Amount Secured. This Deed of Trust is given wholly or
partly to secure Grantor's and Borrower's obligations with respect to the repayment of certain future
advances and/or future obligations that may be made or incurred under this Deed of Trust, the Loan
Agreement, and the other Loan Documents. The maximum principal amount that may be secured by the
Deed of Trust at any one time is ONE HUNDRED EIGHTY THOUSAND AND 00/100 DOLLARS
($180,000.00). Any additional amounts advanced by Beneficiary pursuant to the provisions of this Deed of
Trust shall be deemed necessary expenditures for the protection of the security. The period within which
future advances may be made and future obligations may be incurred, is the period between the date hereof
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and the date twenty-four (24) months from the date of this Deed of Trust. All future advances and future
obligations shall be considered to be made or incurred pursuant to the requirements of North Carolina
General Statutes Section 45-67, et seq., and any amendments thereto.
1.4 Maturity Date. The maturity date of the Note, unless renewed or extended, is September
13, 2039.
ARTICLE II
Grantor's Covenants, Representations, Warranties And Agreements
2.1 Title to Property. The Grantor represents and warrants that it is seized of the Property in
fee and has title to any appurtenant easements and interests described above and has the right to convey and
encumber the same, that title to such property is free and clear of all liens, encumbrances and claims
whatsoever, except those currently of record, and that it will warrant and defend the title to such property
against the claims of all persons or parties. As to the Collateral, the Grantor represents and warrants that it
has title to such property, free and clear of all liens, encumbrances, and claims whatsoever, except those
currently of record, that it has the right to convey and encumber such property and that it will warrant and
defend such property against the claims of all persons or parties.
2.2 Payment of Obligations. The Grantor will punctually pay all amounts owing under the
Secured Obligations and all other secured indebtedness at the time and place and in the manner specified
in the Loan Agreement, this Deed of Trust or the other Loan Documents to which Grantor is a party.
2.3 Taxes and Fees. If required by the Lender upon the occurrence and continuance of an
Event of Default, subject to the terms and conditions of the Loan Agreement, the Grantor will pay to the
Lender on the first day of each month together with and in addition to the regular installment of principal
and interest, until the Secured Obligations are fully paid and satisfied, an amount equal to one -twelfth (1/12)
of the yearly taxes and assessments as estimated by the Lender to be sufficient to enable the Lender to pay,
at least thirty (30) days before they become delinquent, all taxes, assessments, and other similar charges
against the Property or any part thereof. Such added payments shall not be, nor be deemed to be, trust
funds, but may be commingled with the general funds of the Lender, and no interest shall be payable in
respect thereof. Upon demand of the Lender, the Grantor agrees to deliver to the Lender such additional
monies as are necessary to make up any deficiencies in the amounts necessary to enable the Lender to pay
such taxes, assessments and similar charges. Upon the occurrence of an Event of Default, the Lender may
apply to the reduction of the secured indebtedness, in such manner as the Lender shall determine, any
amount under this Section 2.3 remaining to the Grantor's credit.
2.4 Other Taxes, Utilities and Liens.
(a) The Grantor will pay or cause to be paid promptly, prior to delinquency, and will
promptly, upon request by Lender, exhibit to the Lender receipts for the payment of, all real and
personal property taxes, assessments, water rates, dues, charges, fines and impositions of every
nature whatsoever imposed, levied or assessed or to be imposed, levied or assessed upon or against
the Property or any part thereof, or upon the interest of the Lender in the Property (other than any
of the same for which provision has been made in Section 2.3 hereof), as well as all income taxes,
assessments and other governmental charges lawfully levied and imposed by the United States of
America or any state, county, municipality, borough or other taxing authority upon the Grantor or
in respect of the Property or any part thereof, or any charge which, if unpaid, would become a lien
or charge upon the Property prior to or equal to the lien of this Deed of Trust for any amounts
secured hereby or would have priority or equality with this Deed of Trust in distribution of the

proceeds of any foreclosure sale of the Property or any part thereof, provided, however, the Grantor
shall have the right to contest any such taxes, assessments, rates, dues, charges, fines or impositions
in accordance with the terms and conditions of the Loan Agreement.
(b) The Grantor will pay, prior to delinquency, all charges payable by Grantor to utility
companies, whether public or private, for electricity, gas, water, sewer or other utilities.
(c) The Grantor will promptly pay or cause to be paid and will not suffer any
mechanics, laborer's, statutory or other lien which might or could be prior to or equal to the lien of
this Deed of Trust to be created or to remain outstanding upon any of the Property; provided,
however, such a lien may be filed against the Property if the execution or other enforcement of any
such lien is and continues to be effectively stayed or bonded in a manner satisfactory to the Lender
for the full amount thereof, the validity and amount of the lien secured thereby are being actively
contested in good faith and by appropriate lawful proceedings and such liens do not, in the
aggregate, materially detract from the value of the Property or materially impair the use thereof and
the operation of the Grantor's business.
2.5 Reimbursement. The Grantor agrees that if it shall fail to pay or cause to be paid when due
any tax, assessment or charge levied or assessed against the Property or any utility charge, whether public
or private, or any insurance premium or if it shall fail to procure the insurance coverage and the delivery of
the insurance certificates required hereunder or under the Loan Agreement, or if it shall fail to pay any other
charge or fee required hereunder, then the Lender, at its option, may pay or procure the same. The Grantor
will reimburse the Lender upon demand for any sums of money paid by the Lender pursuant to this Section,
together with interest on each such payment at the highest rate set forth in the Loan Agreement. All such
sums so expended by the Lender, and the interest thereon, shall become part of the secured indebtedness.
2.6 Further Assurances. The Grantor agrees to execute and deliver to the Lender, concurrently
with the execution of this Deed of Trust and upon the request of the Lender from time to time hereafter, all
financing statements and other documents required to perfect and maintain the security interest created
hereby. The Grantor hereby irrevocably (as long as the Secured Obligations remain unpaid) makes,
constitutes and appoints the Lender as the true and lawful attorney of the Grantor to sign the name of the
Grantor (after the Grantor has failed or refused to timely execute such documents upon request of the
Lender) on any financing statement, continuation or amendment of financing statement or similar document
required to perfect or continue such security interests, it being understood and agreed that this power of
attorney shall be a power coupled with an interest and cannot be revoked.
2.7 Secondary Financing; Sale or Encumbrance. There shall not exist at the time of the
recording of this Deed of Trust, and while any of the Secured Obligations are outstanding, any secondary
or supplemental financing, no other mortgage, lien, charge, pledge, hypothecation, or security interest upon
the Property or any of the property (real or personal, tangible or intangible) encumbered by the Loan
Documents, or in which the Lender otherwise has a security interest, or any agreement to grant any such
interest, other than (i) liens or charges in favor of the Lender as contemplated by the Loan Documents, (ii)
liens or charges which will be discharged from the proceeds of the Secured Obligations and (iii) liens or
charges otherwise permitted under the Loan Agreement. The Grantor shall not, without the Lender's prior
written consent, directly or indirectly, sell, transfer, convey, or lease all or any part of the Property or any
interest therein, whether voluntary, involuntary, or by operation of law, and shall not suffer or permit the
same, except for the Leases in effect as of the date hereof (if any) and as otherwise may be permitted under
the Loan Agreement. Notwithstanding the preceding sentence, a taking of a portion of the Property by
eminent domain (or a conveyance in lieu thereof) will not be considered a violation of this Section so long
as (i) no portion of any building is taken (or so conveyed); (ii) after such taking (or such conveyance) the
Property still complies with all laws, ordinances, permits, and regulations of any federal, state, or other
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political subdivision, agency, commission, bureau, or court exercising jurisdiction over the Grantor or the
Property (including all zoning and parking requirements); (iii) the Lender, in exercise of its reasonable
judgment determines that such taking (or such conveyance) will not have a material adverse effect on the
operation or leasing of the Property; and (iv) such taking (or such conveyance) will not give any tenant the
right to terminate its lease or not pay its rent. The Grantor shall not subdivide the Property or dedicate any
portion of the Property to public ownership other than as may be permitted under the Loan Agreement,
without the prior written consent of the Lender.
2.8 Fees and Expenses. The Grantor will pay or reimburse the Lender and the Trustee for all
reasonable attorneys' fees (based on actual time incurred at the attorneys' customary hourly rates), costs
and expenses incurred by the Lender or the Trustee in any action, legal proceeding or dispute of any kind
which affects the Secured Obligations, the interest created herein, the Property, the Collateral, the Leases
or the Rents, including but not limited to, any foreclosure of this Deed of Trust, enforcement of payment of
the Secured Obligations and other secured indebtedness, any condemnation action involving the Property,
any bankruptcy proceeding or any action to protect the security hereof. Any such amounts paid by the
Lender shall be due and payable upon demand and shall become part of the secured indebtedness.
2.9 Maintenance of Property. The Grantor will abstain from and will not knowingly permit
the commission of waste in or about the Property and will maintain the Property in good condition and
repair, reasonable wear and tear excepted.
2.10 Compliance with Law. The Grantor will do, or cause to be done, all such things as may be
required to keep the Property in compliance with applicable laws, regulations and orders as required by the
Loan Agreement.
2.11 Inspection. The Grantor will permit the Lender, or its agents, to enter and pass through or
over the Property for the purpose of appraising, inspecting or evaluating the same on the terms and
conditions set forth in the Loan Agreement.
2.12 Releases and Waivers. The Grantor agrees that no release by the Lender of any of the
Grantor's successors in title from liability on the secured indebtedness, no release by the Lender of any
portion of the Property, the Collateral, the Rents or the Leases, no subordination of lien, no forbearance on
the part of the Lender to collect on the secured indebtedness or any part thereof, no waiver of any right
granted or remedy available to the Lender and no action taken or not taken by the Lender shall in any way
diminish the Grantor's obligation to the Lender or have the effect of releasing the Grantor or any of its
successors, as the case may be, from full responsibility to the Lender for the complete discharge of each
and every of the Grantor's obligations hereunder or under the Loan Agreement, the other Loan Documents,
or any other secured indebtedness.
2.13 Insurance and Casualty Events. The Grantor shall obtain and maintain, or shall cause to
be obtained and maintained, all insurance as required under the Loan Agreement. Upon a casualty event,
any insurance proceeds, proceeds of a condemnation award or other compensation shall be applied in
accordance with the Loan Agreement.
2.14 Appraisal. The Lender may obtain from time to time, an appraisal of all or any part of the
Property in accordance with the Loan Agreement.
2.15 Indemnification. Grantor shall protect, indemnify and save harmless Lender and Trustee
from and against all losses, liabilities, obligations, claims, damages, penalties, causes of action, costs and
expenses (including attorneys' fees and expenses) imposed upon or incurred by Lender and/or Trustee for
reason of any and all liability arising from (a) any of the Leases or any negligence in the management,
7

operation, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant,
occupant, licensee, employee or stranger, or (b) performing any act required or permitted by this Deed of
Trust or by law or because of any failure of Grantor to perform any of its obligations; provided, however,
in no event shall Grantor be required to indemnify Lender or Trustee against losses, liabilities, obligations,
claims, damages, penalties, causes of action, costs or expense which arise solely out of the gross negligence
or willful misconduct of the Lender or the Trustee as determined by a court of competent jurisdiction in a
final and nonappealable judgment. In the event Lender or Trustee incurs any liability, loss or damage arising
out of or in any way relating to the transactions contemplated by the Loan Documents (including any of the
matters referred to in this Section 2.15), the amounts of such liability, loss or damage shall be added to the
Secured Obligations, shall bear interest at the interest rate specified in the Loan Agreement from the date
incurred until paid and shall be payable on demand. This agreement by Grantor to indemnify Trustee and
Beneficiary shall survive the release and cancellation of any or all of the Secured Obligations and the full
or partial release and/or reconveyance of this Deed of Trust.
Without limitation of the foregoing, Beneficiary shall not be directly or indirectly liable to Grantor or any
other Person as a consequence of any of the following:
(i) Beneficiary's exercise of or failure to exercise any rights, remedies or powers granted
to it in this Deed of Trust;
(ii) Beneficiary's failure or refusal to perform or discharge any obligation or liability of
Grantor under any agreement related to the Property or under this Deed of Trust;
(iii) Beneficiary's failure to produce Rents from the Property or to perform any of the
obligations of the lessor under any lease covering the Property;
(iv) any waste committed by lessees of the Property or any other parties, or any dangerous
or defective condition of the Property; or
(v) any loss sustained by Grantor or any third party resulting from any act or omission of
Beneficiary in operating or managing the Property upon exercise of the rights or remedies afforded
Beneficiary under Paragraph 6.3, unless the loss is caused by the willful misconduct or gross negligence of
Beneficiary as determined by a court of competent jurisdiction in a final and nonappealable judgment.
Grantor hereby expressly waives and releases all liability of the types described above, and agrees
that no such liability shall be asserted against or imposed upon Beneficiary.
2.16 Taxes on Note and Deed of Trust. The Grantor will promptly pay all income, franchise
and other taxes owing by the Grantor and any stamp, documentary, recordation and transfer taxes or other
taxes (unless such payment by the Grantor is prohibited by law) which may be required to be paid with
respect to the Secured Obligations, this Deed of Trust or any other instrument evidencing or securing any
of the secured indebtedness. In the event of the enactment after this date of any law of any governmental
entity applicable to the Lender, the Secured Obligations, the Property, this Deed of Trust or the other Loan
Documents deducting from the value of property for the purpose of taxation any lien or security interest
thereon, or imposing upon the Lender the payment of the whole or any part of the taxes or assessments or
charges or liens herein required to be paid by the Grantor, or changing in any way the laws relating to the
taxation of deeds of trust or mortgages or security agreements or debts secured by deeds of trust or
mortgages or security agreements or the interest of the mortgagee or secured party in the property covered
thereby, or the manner of collection of such taxes, so as to affect this Deed of Trust or the indebtedness
secured hereby or the Lender, then, and in any such event, the Grantor, upon demand by the Lender, shall
pay or cause to be paid such taxes, assessments, charges or liens, or reimburse the Lender therefor; provided,

however, that if in the opinion of counsel for the Lender (i) it might be unlawful to require the Grantor to
make such payment or (ii) the making of such payment might result in the imposition of interest beyond
the maximum amount permitted by law, then and in such event, the Grantor shall not be required to pay
any such taxes.
2.17 Authorization to File Financing Statements; Power of Attorney. The Grantor hereby
authorizes the Lender at any time and from time to time to file any initial financing statements, amendments
thereto and continuation statements with or without signature of the Grantor as authorized by applicable
law, as applicable to all or part of the Collateral. For purposes of such filings, the Grantor agrees to furnish
any information requested by the Lender promptly upon request therefor by the Lender. The Grantor also
ratifies its authorization for the Lender to have filed any like initial financing statements, amendments
thereto or continuation statements, if filed prior to the date of this Deed of Trust. The Grantor hereby
irrevocably constitutes and appoints the Lender and any officer or agent of the Lender, with full power of
substitution, as its true and lawful attorneys -in -fact, with full irrevocable power and authority in the place
and the stead of the Grantor or in the name of the Grantor to execute in the name of the Grantor any such
documents and otherwise to carry out the purposes of this Section 2.17, to the extent that the authorization
above by the Grantor is not sufficient. To the extent permitted by law, the Grantor hereby ratifies all acts
said attorneys -in -fact have lawfully done in the past or shall lawfully do or cause to be done in the future
by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.
ARTICLE III
Assignment Of Rents And Leases
3.1 Assignment. The Grantor hereby assigns to the Lender all Rents (hereinafter defined) and
all of the Grantor's rights in and under all Leases (hereinafter defined). So long as no Event of Default has
occurred and is continuing, the Grantor shall have a license (which license shall terminate automatically
and without further notice upon the occurrence of an Event of Default) to collect, but not prior to accrual,
the Rents under the Leases, such Rents to be held in trust for the Lender. Each month, provided no Event
of Default has occurred and is continuing, the Grantor may retain such Rents as were collected that month
and held in trust for the Lender. Upon the revocation of such license, all Rents shall be paid directly to the
Lender and not through the Grantor, all without the necessity of any further action by the Lender, including,
without limitation, any action to obtain possession of the Land, Improvements or any other portion of the
Property or any action for the appointment of a receiver. The Grantor hereby authorizes and directs the
tenants under the Leases to pay Rents to the Lender upon written demand by the Lender, without further
consent of the Grantor, without any obligation of such tenants to determine whether an Event of Default
has in fact occurred and regardless of whether the Lender has taken possession of any portion of the
Property, and the tenants may rely upon any written statement delivered by the Lender to the tenants. Any
such payments to the Lender shall constitute payments to the Grantor under the Leases, and the Grantor
hereby irrevocably appoints the Lender as its attorney -in -fact to do all things, during the continuation of an
Event of Default, that the Grantor might otherwise do with respect to the Property and the Leases thereon,
including, without limitation, (i) collecting Rents with or without suit and applying the same, less expenses
of collection, to any of the secured indebtedness or to expenses of operating and maintaining the Property
(including reasonable reserves for anticipated expenses), at the option of the Lender, all in such manner as
may be determined by the Lender, or at the option of the Lender, holding the same as security for the
payment of the secured indebtedness, (ii) after providing written notice thereof to the Grantor at least ten
(10) Business Days prior to doing so, leasing, in the name of the Grantor, the whole or any part of the
Property which may become vacant, and (iii) employing agents therefor and paying such agents reasonable
compensation for their services. The curing of such Event of Default, unless other Events of Default also
then exist, shall entitle the Grantor to recover its aforesaid license to do any such things that the Grantor
might otherwise do with respect to the Property and the Leases thereon and to again collect and retain such
M

Rents. The powers and rights granted in this Section 3.1 shall be in addition to the other remedies herein
provided for upon the occurrence of an Event of Default and may be exercised independently of or
concurrently with any of said remedies. Nothing in the foregoing shall be construed to impose any
obligation upon the Lender to exercise any power or right granted in this Section 3.1 or to assume any
liability under any Lease of any part of the Property and no liability shall attach to the Lender for failure or
inability to collect any Rents under any such Lease. The assignment contained in this Section 3.1 shall
become null and void upon the release of this Deed of Trust. As used herein: (i) "Lease" means each
existing or future lease, sublease (to the extent of the Grantor's rights thereunder) or other agreement under
the terms of which any person has or acquires any right to occupy or use the Property, or any part thereof,
or interest therein, and each existing or future guaranty of payment or performance thereunder, and all
extensions, renewals, modifications and replacements of each such lease, sublease, agreement or guaranty;
and (ii) "Rents" means all of the rents, revenue, income, issues, profits and proceeds payable to the Grantor
arising from the use or enjoyment of any portion thereof or from any Lease, including but not limited to the
proceeds from any negotiated Lease termination or buy out of such Lease, liquidated damages following
default under any such Lease, all proceeds payable under any policy of insurance covering loss of rents
resulting from untenantability caused by damage to any part of the Property, and all of the Grantor's rights
to recover monetary amounts from any tenant in bankruptcy including, without limitation, rights of recovery
for use and occupancy and damage claims arising out of Lease defaults, including rejections, under any
applicable bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement, composition,
extension or adjustment of debts or similar laws affecting the rights of creditors, and all proceeds and other
amounts paid or owing to the Grantor under or pursuant to any and all contracts and bonds relating to the
construction, renovation or repair of the Property.
3.2 Covenants, Representations and Warranties Concerning Leases and Rents. The Grantor
covenants, represents and warrants that: (a) the Grantor has or will have good title to, and is or will be the
owner of the entire landlord's interest in, the Leases and Rents hereby assigned, and has the authority to
assign them; (b) all Leases are or will be valid and enforceable, and in full force and effect, and are
unmodified except as stated therein; (c) the Grantor is not in default under its Lease (and no event has
occurred which with the passage of time or notice or both would result in a default under its Lease) or is
the subject of any bankruptcy, insolvency or similar proceeding; (d) the Grantor shall perform all of its
obligations under the Leases and enforce the tenants' obligations under the Leases to the extent enforcement
is prudent under the circumstances; (e) the Grantor will not without the prior written consent of the Lender
enter into any Lease after the date hereof, or waive, release, discount, setoff, compromise, reduce or defer
any Rent, receive or collect Rents more than one (1) month in advance, reduce any Lease term or waive,
release or otherwise modify any other material obligation under any Lease, renew or extend any Lease
except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment
of a Lease or a subletting of any part of the Property covered by a Lease, or settle or compromise any claim
against a tenant under a Lease in bankruptcy or otherwise; (f) the Grantor will not, without the prior written
consent of the Lender, terminate or consent to the cancellation or surrender of any Lease having an
unexpired term of one (1) year or more; (g) the Grantor shall as often as requested by the Lender, within
ten (10) days of each request, deliver to the Lender a complete rent roll of a particular property in such
detail as the Lender may reasonably require; and (h) promptly upon request by the Lender, the Grantor shall
deliver to the Lender executed originals of all Leases and copies of all records relating thereto.
3.3 No Liability of Lender. The Lender's acceptance of this assignment shall not be deemed
to constitute the Lender a "mortgagee in possession," nor obligate the Lender to appear in or defend any
proceeding relating to any Lease or to the Property, or to take any action hereunder, expend any money,
incur any expenses, or perform any obligation or liability under any Lease, or assume any obligation for
any deposit delivered to the Grantor by any tenant and not as such delivered to and accepted by the Lender.
The Lender shall not be liable for any injury or damage to person or property in or about the Property, or
for the Lender's failure to collect or to exercise diligence in collecting Rents, but shall be accountable only
10

for Rents that it shall actually receive. Neither the assignment of Leases and Rents nor enforcement of the
Lender's rights regarding Leases and Rents (including collection of Rents) nor possession of the Property
by the Lender nor the Lender's consent to or approval of any Lease (nor all of the same), shall render the
Lender liable on any obligation under or with respect to any Lease or constitute affirmation of, or any
subordination to, any Lease, occupancy, use or option. If the Lender seeks or obtains any judicial relief
regarding Rents or Leases, the same shall in no way prevent the concurrent or subsequent employment of
any other appropriate rights or remedies nor shall same constitute an election of judicial relief for any
foreclosure or any other purpose. The Lender neither has nor assumes any obligations as lessor or landlord
with respect to any Lease. The rights of the Lender under this Article III shall be cumulative of all other
rights of the Lender under the Loan Documents or otherwise.
ARTICLE IV
Events Of Default
4.1 Events of Default. An "Event of Default" shall be (i) the occurrence of an Event of Default
under the Loan Agreement, (ii) the Grantor's failure to comply with Section 2.7 hereof, or (iii) the Grantor's
failure to perform, observe or comply with any of the other covenants, terms or conditions of this Deed of
Trust and such failure remains unremedied for 30 days after the earlier of (A) any officer or manager of the
Grantor becomes aware of such failure, or (B) notice thereof shall have been given to the Grantor by the
Lender.
ARTICLE V
Foreclosure
5.1 Acceleration of Secured Obligations; Foreclosure. Upon the occurrence and during the
continuance of any Event of Default, the entire balance of the Secured Obligations, including all accrued
interest and all other sums secured hereby, shall, at the option of the Lender, become immediately due and
payable. Upon failure to pay the Secured Obligations and any other secured indebtedness in full at any
stated or accelerated maturity, the Lender may direct the Trustee to (and the Trustee shall, if so directed)
foreclose the lien of this Deed of Trust pursuant to the power of sale hereby granted or by judicial
proceeding.
5.2 Power of Sale. The Trustee is hereby granted a power of sale and may sell the Property
(together with the Collateral), or such part or parts thereof or interests therein as the Lender may select, at
public auction to the highest bidder for cash, after first having given such notice of hearing as to
commencement of foreclosure proceedings and obtained such findings or leave of court as then may be
required by law and then having given such notice and advertised the time and place of such sale in such
manner as then may be provided by law, and upon such sale and any resale and upon compliance with the
law then relating to foreclosure proceedings, to convey title to the purchaser in fee simple. The Grantor
agrees that in the event of a sale hereunder, the Lender shall have the right to bid at such sale and shall have
the right to credit the indebtedness secured hereby against the purchase price. The Trustee may require the
successful bidder at any sale to deposit immediately with the Trustee cash or certified check in an amount
up to five percent (5%) of the bid provided notice of such deposit requirement is published as required by
law. The bid may be rejected if the deposit is not immediately made. Pursuant to Section 25-9-604(a), (b)
and (c) of the North Carolina General Statutes (or any amendment thereto), the Trustee is expressly
authorized and empowered to expose to sale and sell, together with the Premises, any portion of the Property
which constitutes personal property, including without limitation the Collateral. If personal property is sold
hereunder, it need not be at the place of sale. The Property may be sold as a whole or as separate parcels,
and such sales may be conducted simultaneously or otherwise, all as the Trustee, in its reasonable discretion,
11

deems to be in the best interest of the parties. Should the Trustee elect to sell the Property as separate
parcels, the exercise of the power of sale with respect to one or more of such parcels shall not extinguish or
otherwise affect the right to exercise the power of sale with respect to the remainder of the Property.
5.3 Proceeds of Sale; Trustees Fees. Following a foreclosure sale, the Trustee shall deliver to
the purchaser the Trustee's deed (and bill of sale as to any personalty) conveying the property so sold
without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be prima
facie evidence of the statements made therein. The Trustee shall apply the proceeds of such sale in
accordance with the requirements of applicable laws and to the extent consistent therewith, in the following
order: (a) to all costs and expenses of the sale (including, but not limited to, all reasonable attorneys' fees
and legal expenses, advertising costs, auctioneer's fees, and costs of title rundowns and lien searches,
inspection fees) and a reasonable fee to the Trustee; (b) to the payment of the Secured Obligations, including
specifically without limitation the principal, accrued interest and attorneys' fees due and unpaid on the
Secured Obligations and the amounts due and unpaid and owed to the Lender under this Deed of Trust; and
(c) the excess, if any, to the person or persons legally entitled thereto. If a foreclosure proceeding is
commenced by the Trustee but terminated prior to its completion, the Grantor shall pay all expenses
incurred by the Trustee, including attorneys' fees, and a reasonable fee to the Trustee.
ARTICLE VI
Additional Rights And Remedies Of Lender
6.1 Rights upon an Event of Default. Upon the occurrence and continuance of any Event of
Default, the Lender, immediately and without additional notice and without liability therefor to the Grantor,
may do or cause to be done any or all of the following: (a) take physical possession of the Property; (b)
exercise its right to collect the Rents and any profits; (c) enter into contracts for the completion, repair and
maintenance of the Improvements, as applicable; (d) expend loan funds and other funds constituting
Secured Obligations and any rents, income and profits derived from the Property for payment of any taxes,
insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements,
preservation of the lien of this Deed of Trust and satisfaction and fulfillment of any liabilities or obligations
of the Grantor arising out of or in any way connected with the construction, repair or maintenance of the
Improvements on the Property whether or not such liabilities and obligations in any way affect, or may
affect, the lien of this Deed of Trust; (e) take such steps to protect and enforce the specific performance of
any covenant, condition or agreement in the Loan Agreement, this Deed of Trust or the other Loan
Documents, or to aid the execution of any power herein granted; and (f) generally, supervise, manage, and
contract with reference to the Property as if the Lender were equitable owner of the Property.
Notwithstanding the occurrence of an Event of Default or acceleration of the secured indebtedness, the
Lender shall continue to have the right to pay money, whether or not funds are available under the Secured
Obligations, for the purposes described in Sections 2_3 2_5, 2_8 and 2.13 hereof, and all such payments and
interest thereon shall be secured hereby. The Grantor also agrees that any of the foregoing rights and
remedies of the Lender may be exercised at any time independently of the exercise of any other such rights
and remedies, and the Lender may continue to exercise any or all such rights and remedies until the Event(s)
of Default are cured with the consent of the Lender or until foreclosure and the conveyance of the Property
to the highest bidder or until the Secured Obligations and all other secured indebtedness are otherwise
satisfied or paid in full.
6.2 Appointment of Receiver. Upon the occurrence and continuance of an Event of Default,
the Lender shall be entitled, without notice to the Grantor or any other party and without regard to the
adequacy of any security for the Secured Obligations or the solvency of any party bound for its payment,
to the appointment of a receiver to take possession of and to operate the Property, and to collect the rents,
issues, profits, and income thereof, and all amounts collected by the receiver shall, after expenses of the
12

receivership (including reasonable attorneys' fees of the receiver) be applied to the payment of the
indebtedness secured hereby. The receiver shall have all rights and powers permitted under the laws of the
state where the Property is located and such other powers as the court making such appointment shall confer.
The expenses, including receiver's fees, attorney's fees, costs and agent's compensation, incurred pursuant
to the powers herein contained shall be secured by this Deed of Trust. The right to enter and take possession
of and to manage and operate the Property, and to collect the rents, issues and profits thereof, whether by a
receiver or otherwise, shall be cumulative to any other right or remedy hereunder or afforded by law, and
may be exercised concurrently therewith or independently thereof. The Lender shall be liable to account
only for such rents, issues and profits actually received by the Lender, whether received pursuant to this
Section 6.2 or Section 6.1. Notwithstanding the appointment of any receiver or other custodian, the Lender
shall be entitled as secured party hereunder to the possession and control of any cash, deposits, or
instruments at the time held by, or payable or deliverable under the terms of this Deed of Trust, to the
Lender.
6.3 Waiver of Certain Rights. To the full extent the Grantor may do so, the Grantor agrees that
the Grantor will not at any time insist upon, plead, claim or take the benefit or advantage of any law now
or hereafter in force providing for any appraisement, valuation, stay, extension or redemption, homestead,
moratorium, reinstatement, marshaling or forbearance, and the Grantor, for the Grantor, the Grantor's heirs,
devisees, representatives, successors and assigns, and for any and all persons ever claiming any interest in
the Property, to the extent permitted by applicable law, hereby waives and releases all rights of redemption,
valuation, appraisement, stay of execution, notice of intention to mature or declare due the whole of the
secured indebtedness, notice of election to mature or declare due the whole of the secured indebtedness and
all rights to a marshaling of assets of the Grantor, including the Property, or to a sale in inverse order of
alienation in the event of foreclosure of the liens and/or security interests hereby created. The Grantor shall
not have or assert any right under any statute or rule of law pertaining to the marshaling of assets, sale in
inverse order of alienation, the exemption of homestead, the administration of estates of decedents, or other
matters whatsoever to defeat, reduce or affect the right of the Lender under the terms of this Deed of Trust
to a sale of the Premises for the collection of the secured indebtedness without any prior or different resort
for collection, or the right of the Lender under the terms of this Deed of Trust to the payment of the secured
indebtedness out of the proceeds of sale of the Property in preference to every other claimant whatsoever.
The Grantor waives any right or remedy which the Grantor may have or be able to assert pursuant to any
provision of North Carolina law, including, but not limited to, the rights or remedies set forth in North
Carolina Gen. Stat. §26-7, et. seq., pertaining to the rights and remedies of sureties. If any law referred to
in this Section and now in force, of which the Grantor or the Grantor's heirs, devisees, representatives,
successors or assigns or any other persons claiming any interest in the Premises might take advantage
despite this Section, shall hereafter be repealed or cease to be in force, such law shall not thereafter be
deemed to preclude the application of this Section.
6.4 Remedies Cumulative. All remedies provided in this Deed of Trust, in the Loan
Agreement, and in the other Loan Documents are cumulative and may, at the election of the Lender, be
exercised alternatively, successively, or in any manner and are in addition to any other rights provided by
law.
6.5 Suits to Protect the Property. The Lender and the Trustee shall have power (a) to institute
and maintain such suits and proceedings as they may deem expedient to prevent any impairment of the
Property, the Collateral, the Rents or the Leases by any acts which may be unlawful or any violation of this
Deed of Trust, (b) to preserve or protect their interest in the Property, the Collateral, the Rents and the
Leases, and (c) to restrain the enforcement of or compliance with any legislation or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of or
compliance with, such enactment, rule or order would impair the security hereunder or be prejudicial to the
interest of the Lender.
13

ARTICLE VII
General Conditions
7.1 Substitution/Resignation of Trustee. The Lender shall have the irrevocable right to remove
the Trustee herein named or any successor trustee without notice or cause and to appoint a successor Trustee
by an instrument in writing, duly acknowledged, in such form as to entitle such written instrument to be
recorded in the Registers of Deeds of Wilson County, North Carolina, and in the event of the death,
incapacity or resignation of the Trustee herein named or any successor trustee, the Lender shall have the
right to appoint a successor thereto by such written instrument; and each new Trustee immediately upon
recordation of such instrument shall become successor in title to the Property for the uses and purposes of
this Deed of Trust, with all the powers, duties and obligations conferred on the original Trustee in the same
manner and to the same effect as though he were named herein as the Trustee. Trustee may resign at any
time upon giving 30 days' notice to Borrower and to Lender.
7.2 Terms. The singular used herein shall be deemed to include the plural; the masculine
deemed to include the feminine and neuter; and the named parties deemed to include their heirs, successors
and assigns. The term "Lender" shall include any payee of the indebtedness secured hereby or any
transferee thereof whether by operation of law or otherwise.
7.3 Notices. All notices required to be given shall be in writing and delivered personally, by
registered or certified United States mail, or by Federal Express or other similar national overnight courier,
and shall be deemed served at the earlier of (i) actual receipt by the intended recipient or (ii) three (3)
business days following deposit when sent by mail or overnight courier, and addressed to the parties at the
following addresses, or such other addresses as may from time to time be designated by written notice given
as herein required:
To the Grantor: Stockport Limited Partnership
3697 North Main Street
Farmville, North Carolina 27828
Attention: Bob Nahiddi and Richard Deming
With a copy to: Greenberg Traurig
77 West Wacker Drive, Suite 3100
Chicago, Illinois 60601
Attention: Aleiandra Garcia Earley
To the Lender: West Town Bank & Trust
Attn: Riddick Skinner, EVP
8450 Falls of Neuse Road, Suite 202
Raleigh, North Carolina 27615
With a copy to: Brodnan & Budd, LLC
999 Peachtree Street NE, Suite 1105
Atlanta, Georgia 30309
Attention: Matthew Brodnan
All fees or expenses of mail or overnight courier shall be paid by the sender. Personal delivery to a party
or to any officer, member, agent or employee of such party at its address herein shall constitute receipt.
Rejection or other refusal to accept or inability to deliver because of changed address of which no notice
14

has been received shall also constitute receipt. Notwithstanding the foregoing, no notice of change of
address shall be effective until the date of receipt thereof.
7.4 Greater Estate. In the event that the Grantor is the owner of a leasehold estate with respect
to any portion of the Property and, prior to the satisfaction of the Secured Obligations and the cancellation
of this Deed of Trust of record, the Grantor obtains a fee estate in such portion of the Property, then such
fee estate shall automatically, and without further action of any kind on the part of the Grantor, be and
become subject to the security lien of this Deed of Trust.
7.5 Invalidation of Provisions. Invalidation of any one or more of the provisions of this Deed
of Trust shall in no way affect any of the other provisions hereof, which shall remain in full force and effect.
7.6 Headings. The captions and headings herein are inserted only as a matter of convenience
and for reference and in no way define, limit, or describe the scope of this Deed of Trust or the intent of
any provision hereof.
7.7 Governing Law. This Deed of Trust shall be governed by and construed under the laws of
the State of North Carolina.
7.8 No Third -Party Beneficiary_. The Grantor and the Lender acknowledge that this Deed of
Trust is made solely for the benefit of the Grantor and the Lender, and no other third party should or may
assume that any third -parry beneficiary rights are extended or created hereby.
7.9 Successors and Assigns. The terms, provisions, covenants and conditions hereof shall be
binding upon the Grantor, and the heirs, devisees, representatives, successors and assigns of the Grantor,
and shall inure to the benefit of the Trustee and the Lender and shall constitute covenants running with the
Land. All references in this Deed of Trust to the Grantor shall be deemed to include all such heirs, devisees,
representatives, successors and assigns of the Grantor.
7.10 No Liability of Trustee. The Trustee shall not be liable for any error of judgment or act
done by the Trustee in good faith, or be otherwise responsible or accountable under any circumstances
whatsoever (including the Trustee's negligence), except for the Trustee's gross negligence or willful
misconduct. The Trustee shall have the right to rely on any instrument, document or signature authorizing
or supporting any action taken or proposed to be taken by the Trustee hereunder, believed by the Trustee
in good faith to be genuine. All moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but need not be segregated in any
manner from any other moneys (except to the extent required by law), and the Trustee shall be under no
liability for interest on any moneys received by the Trustee hereunder. The Grantor hereby ratifies and
confirms any and all acts which the herein named the Trustee or its successor or successors, substitute or
substitutes, in this trust, shall do lawfully by virtue hereof The Grantor will reimburse the Trustee for, and
save the Trustee harmless against, any and all liability and expenses which may be incurred by the Trustee
in the performance of its duties. The foregoing indemnity shall not terminate upon discharge of the secured
indebtedness or foreclosure, or release or other termination, of this Deed of Trust.
7.11 Compensation of Trustee. The Grantor agrees to pay the reasonable fees and expenses
incurred by Trustee for legal counsel and other professional advisors in connection with Trustee's
performance of its duties hereunder, including Trustee's rendering of services in connection with a
reconveyance. Trustee hereby waives any statutory fee or compensation for services rendered thereunder.
[SIGNATURE AND NOTARY ON NEXT PAGE]
15

IN WITNESS WHEREOF, Grantor has executed this Deed of Trust as of the date first above
written.
STOCKPORT LIMITED PARTNERSHIP,
a North Carolina limited partnership
By, EfW GP L,LC, a North Carolina limited liability
company, its general partner
By: 'ram <
Name: Richard Deming
Title: Manager
STATE OF NORTH CAROLINA
SS,
COUNTY OF _ )
On this day of , before me, a Notary Public in and for said State,
personally appeared Richard Deming, the Manager of EifW GP LLC, a North Carolina limited
liability company, which is the general partner of Stockport Limited Partnership, a North Carolina
limited partnership, known to me to be the person who executed this Deed of Trust on behalf of said
company, and acknowledged to me that he executed the same for the purposes therein stated..
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County or City and State aforesaid, the day and year first above written.
(SEAL)z
official si ture of Notary)
KELLY RENEE GOODMAN (Notar ' printedortypedn
Notary Public My Commission Expires.
North Carolina
Pitt County
Signature and Notary Page
to
Deed of Trust

EXHIBIT A
TO DEED OF TRUST, SECURITYAGREEMENT, ASSIGNMENT OFRENTS AND LEASESAND
FIXTURE FILING
Lying and being situate in Wilson County, North Carolina, and being more particularly described
as follows:
Being all of that tract described as "Portion of Tract 1" containing 10.840 acres as shown on map
entitled Stockport Limited Partnership, dated November 21, 2021, and recorded in Plat Book 43
at Pages 271 and 272, Wilson County Registry, North Carolina.
Together with easement rights in an Easement Agreement recorded in Book 2983 at Page 512
Wilson County Registry, North Carolina.

Prepared by:
West Town Bank & Trust
9450 Falls of Neuse Road, Suite 202
Raleigh, North Carolina 27615
After recording return to:
Brodnan & Budd, LLC
999 Peachtree Street NE
Suite 1105
Atlanta, GA 30309
Attention: Matthew P. Brodnan, Esq,
Type: CRP
Recorded: 9/15/2022 9:01:57 AM
Fee Amt: $26.00 Page 1 of 9
Wilson, NC
Lisa J. Stith Register of Deeds
BK 2983 PG 577 - 585
SPACE ABOVE THIS LINE
RESERVED FOR RECORDERS USE
ABSOLUTE ASSIGNMENT OF LEASES AND RENTS
THIS ABSOLUTE ASSIGNMENT OF LEASES AND RENTS is made effective as of
September 13, 2022 (together with any amendments or modifications hereto in effect from time to time,
the "Assignment"), by STOCKPORT LIMITED PARTNERSHIP, a North Carolina limited
partnership, having an office at 3697 North Main Street, Farmville, North Carolina 27828 ("Assignor"),
in favor of WEST TOWN BANK & TRUST, an Illinois chartered bank, having an office at 8450 Falls
of Neuse Road, Suite 202, Raleigh, North Carolina 27615, Attn: Riddick Skinner ("Assignee").
WITNESSETH:
1. GRANT OF ASSIGNMENT. For good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Assignor hereby absolutely and presently conveys, transfers and assigns
to Assignee, all of the right, title, and interest of Assignor now existing or hereafter arising in and to:
1.1. All leases, subleases, tenancies, licenses, occupancy agreements or agreements to lease all
or any portion of the property described on Exhibit A attached hereto (the "Property"), together with
any extensions, renewals, amendments, modifications or replacements thereof, and any options, rights of
first refusal or guarantees of any tenant's obligations under any lease now or hereafter in effect
(individually, a "Lease" and collectively, the "Leases");
submitted electronically by "Investors Title Insurance company"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Wilson county Register of Deeds.

1.2. All rents, income, receipts, revenues, reserves, issues and profits arising under any Lease
including, without limitation, minimum rents, additional rents, percentage rents, parking, maintenance and
deficiency rents (together with the items described in sections 1.3., 1.4. and 1.5. below, the "Rents");
1.3. All awards and payments of any kind derived from or relating to any Lease including,
without limitation: (i) claims for the recovery of damages to the Property by proceeds of any policy of
insurance or otherwise, or for the abatement of any nuisance existing thereon; (ii) claims for damages
resulting from acts of insolvency or bankruptcy or otherwise; (iii) lump sum payments for the cancellation
or termination of any Lease, the waiver of any term thereof, or the exercise of any right of first refusal or
option to purchase; and (iv) the return of any insurance premiums or ad valorem tax payments made in
advance and subsequently refunded;
1.4. The proceeds of any rental or loss of rents insurance carried by Assignor on the Property;
and
1.5. All security deposits and escrow accounts made by any tenant or subtenant under any
Lease.
2. ABSOLUTE ASSIGNMENT; LICENSE TO COLLECT.
2.1. This Assignment is intended to be and shall constitute an unconditional, absolute and
present assignment from Assignor to Assignee of all of Assignor's right, title and interest in and to the
Leases and Rents (subject to Section 2.2 hereof), and not an assignment in the nature of a pledge of such
Leases and Rents or the mere grant of a security interest therein.
2.2. Notwithstanding that this Assignment is effective immediately, so long as no Event of
Default exists, Assignor shall have the privilege under a revocable license granted hereby to operate and
manage the Property and to collect, use, hold and distribute the Rents as they become due. Assignor shall
receive and hold such Rents, as well as the privilege and license to receive such Rents, in trust as a fund
to be applied, and Assignor hereby covenants and agrees that such Rents shall be so applied, first to the
operation, maintenance and repair of the Property and the payment of interest, principal and other sums
becoming due under the Liabilities, before retaining and/or disbursing any part of the Rents for any other
purpose.
3. CERTAIN DEFINED TERMS. As used in this Assignment:
3.1. "Liabilities" means, collectively: (i) the repayment of all sums due under the Note (and
all extensions, renewals, replacements and amendments thereof) and the other Loan Documents; and (ii)
the performance of all terms, conditions and covenants set forth in the Loan Documents.
3.2. "Loan Agreement" means that certain Loan Agreement dated as of September 13, 2022,
by and between Assignor, as the borrower, and Assignee, as the lender, as the same may be amended,
supplemented, restated, or otherwise modified from time to time.
2

3.3. "Loan Documents" shall have the meaning set forth in the Loan Agreement. The terms
of the Loan Documents are hereby made a part of this Assignment to the same extent and with the same
effect as if fully set forth herein.
3.4. "Note" means that certain Promissory Note dated as of September 13, 2022, in the amount
of $180,000.00, by Assignor, to the order of Assignee, as the same may be amended, supplemented,
restated, or otherwise modified from time to time.
3.5. "Security Instrument" means that certain Deed of Trust, Security Agreement,
Assignment of Rents and Leases and Fixture Filing dated as of September 13, 2022, executed by Assignor
in favor of the Assignee, as the same may be amended, supplemented, restated, or otherwise modified
from time to time.
3.6. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them
in the Loan Agreement.
4. COVENANTS.
4.1. Assignor covenants and agrees that Assignor will perform all of its obligations, as landlord,
under the Leases and will enforce the performance by tenants of all of their respective obligations under
the Leases, and will not do or permit to be done anything to impair the enforceability thereof, all as and
to the extent in accordance with the terms of the Loan Documents and the standards of a commercially
reasonable landlord. Assignor covenants and agrees that Assignor will not, without the prior written
consent of Assignee in each instance, which shall not be unreasonably withheld, conditioned or delayed:
(i) accept or collect the Rent under any Lease in advance of the time when the same become due under
the terms of the Leases; (ii) discount or forgive the Rents or any part thereof or any Lease or any interest
therein; (iii) encumber or assign, the Rents or any part thereof or any Lease or any interest therein; (iv)
modify the terms of any Lease in any material respect; (v) subordinate any Lease to any mortgage or other
encumbrance; (vi) consent to any assignment of or subletting under any Lease (except as provided for in
the Lease); (vii) cancel or terminate any Lease or accept a surrender thereof, or (viii) release any guarantor
or surety of any tenant's obligations under any of the Leases. Any of the foregoing acts, if done without
the prior written consent of Assignee in each instance, shall be null and void.
4.2. Assignor covenants and agrees to furnish to Assignee, on request: (i) a complete list, as of
the date of such request, of all existing Leases and the Rents payable thereunder, and providing such
further detail as Assignee may reasonably request; (ii) executed or certified copies of all existing Leases
and any modifications or amendments thereto; and (iii) specific, separate assignments of any future Leases
duly executed and acknowledged by Assignee.
5. NO OBLIGATIONS OF ASSIGNEE.
5.1. Notwithstanding any legal presumption to the contrary, Assignee shall not be obligated by
reason of its acceptance of this Assignment or of any Rent to perform any obligation of Assignor under
any of the Leases, and Assignee shall not, prior to entry upon and actually taking physical possession of
the Property, be deemed a mortgagee in possession.

5.2. Neither this Assignment nor collection by Assignee of Rents is intended, nor shall it be
construed, to operate to place responsibility upon Assignee for: (i) the control, care, operation,
management or repair of the Property; (ii) the performance of any of the terms or conditions of the Leases;
(iii) any waste committed on, or any dangerous or defective condition at the Property, except to the extent
committed by Assignee; or (iv) any negligence in the control, care, operation, management or repair of
the Property, resulting in loss or injury or death to any tenant, licensee, employee or other person or loss
of or damage to the property of any of the foregoing, except to the extent committed by Assignee; it being
the intent of the parties that the responsibility and liability for the aforesaid matters shall remain solely
with Assignor. Assignee assumes no liability for any security deposited with Assignor by any tenant
unless and until such deposits are specifically transferred and delivered to Assignee.
6. EVENTS OF DEFAULT. Each of the following shall constitute an event of default (each, an
"Event of Default") hereunder:
6.1. Any representation or warranty made by Assignor in this Assignment shall prove to be false,
incorrect or misleading in any material respect as of the date when made;
6.2. A breach by Assignor of any term, covenant, condition, obligation or agreement under this
Assignment and the continuance of such breach for a period of thirty (30) days after written notice thereof
shall have been given to Assignor;
6.3. Any tenant under any Lease, fails to maintain a minimum annual profit of at least $1.00; or
6.4. An Event of Default under the Loan Agreement or any of the other Loan Documents
7. REMEDIES UPON AN EVENT OF DEFAULT. Upon the occurrence and during the
continuation of an Event of Default, the license granted to Assignor to collect the Rents shall be
automatically and immediately revoked without further notice to or demand upon Assignor, and Assignee
shall have the right, without further notice to or demand upon Assignor, and in Assignee's absolute
discretion, to exercise any one or more of the following rights and remedies:
7.1. Without regard to the adequacy of any security, and with or without appointment of a receiver,
Assignee may enter upon and take possession of the Property; have, hold, manage, lease and operate the
same, and collect, in its own name or in the name of Assignor, and receive all Rents accrued but unpaid
and in arrears as of the date of such Event of Default, as well as the Rents which thereafter become due
and payable; and have full power to make from time to time all alterations, renovations, repairs or
replacements to the Property as Assignee may deem proper. Assignee may notify the tenants under the
Leases, or any property manager or rental agent under any contract, to pay all Rents directly to Assignee.
Assignor shall pay to Assignee on demand any Rents collected by Assignor after the revocation of the
license granted to Assignor. Assignor hereby irrevocably authorizes and directs the tenants under the
Leases, and any property manager or rental agent under any Contract, upon receipt of written notice from
Assignee, to pay all Rents due to Assignee without the necessity of any inquiry to Assignor and without
any liability respecting the determination of the actual existence of any Event of Default claimed by
Assignee or any claim by Assignor to the contrary. Assignor further agrees that it shall facilitate in all
reasonable ways Assignee's collection of the Rents and will, upon Assignee's request, execute and deliver
a written notice to each tenant under the Leases, or any property manager or rental agent under any
4

Contract, directing such parties to pay the Rents to Assignee. Assignor shall have no right or claim against
any parties to any Lease or Contract who make payment to Assignee after receipt of written notice from
Assignee requesting same.
7.2. Assignee may apply such Rents to the payment of: (i) the Liabilities, together with all costs
and reasonable attorneys' fees actually incurred; (ii) all taxes, charges, claims, assessments, water rents,
sewer rents and any other liens which may be prior in lien or payment to the Liabilities, and premiums for
insurance, with interest on all such items; and (iii) the cost of all alterations, repairs, replacements and
expenses incident to taking and retaining possession of the Property and the management and operation
thereof, all in such order or priority as Assignee in its sole discretion may determine, any statute, law,
custom or use to the contrary notwithstanding.
7.3. Assignee may: (i) endorse as Assignor's attorney -in -fact the name of Assignor or any
subsequent owner of the Property on any checks, drafts or other instruments received in payment of the
Rents, and deposit the same in bank accounts, which power of attorney is coupled with an interest and
shall be irrevocable; (ii) give proper receipts, releases and acquittances in relation thereto in the name of
Assignor; (iii) institute, prosecute, settle or compromise any summary or legal proceedings in the name of
Assignor for the recovery of the Rents, or for damage to the Property, or for the abatement of any nuisance
thereon; and (iv) defend any legal proceedings brought against Assignor arising out of the operation of
the Property. Any charges, expenses or fees, including reasonable attorneys' fees and costs, actually
incurred by Assignee in connection with any of the foregoing shall be included in the Liabilities, and shall
be due and payable on demand, together with interest at the Default Rate, such interest to be calculated
from the date of such advance to the date of repayment thereof.
7.4. Assignee may, at its election, but shall not be obligated to: (i) perform any of Assignor's
obligations under the Leases (provided, however, that Assignor shall remain liable for such obligations
notwithstanding such election by Assignee); (ii) exercise any of Assignor's rights, powers or privileges
under the Leases; (iii) modify, cancel or renew existing Leases or make concessions to the tenants thereto;
(iv) execute new Leases for all or any portion of the Property; and (v) take such other action as Assignor
may have taken with respect to the Leases.
7.5. Notwithstanding the foregoing, in the event Assignee acquires title to the Property and any
Leases are in existence, Assignee shall be responsible for actions by Assignee arising after such acquisition
of title and Assignor shall not be obligated to protect, defend, indemnify and hold Assignee harmless for
such actions; provided that Assignor shall continue to be responsible for all liability caused by Assignor
prior to such acquisition of title or otherwise caused by Assignor's actions.
8. ESTOPPEL CERTIFICATES. Assignor shall, from time to time, without charge and within ten
(10) days after requested by Assignee, execute, acknowledge and deliver to Assignee a written statement,
in form and substance reasonably satisfactory to Assignee, certifying to certain matters relating to the
Leases, including without limitation: (i) the commencement and expiration dates of the Leases and the
dates when any rents, charges and other sums commenced to be payable thereunder; (ii) that the Leases
are unmodified and in full force and effect (or, if modified, stating the nature of such modifications and
that the Leases as so modified are in full force and effect); (iii) the amount of Rents payable under the
Leases and the dates to which the Rents and other charges under the Leases have been paid in advance;

and (iv) whether there are any uncured defaults by Assignor or any tenants or any setoffs or defenses
against enforcement of any terms or conditions under any Lease.
9. ASSIGNEE AS CREDITOR OF TENANTS. Notwithstanding the privilege and license granted
by Assignee herein, Assignee, and not Assignor, shall be deemed to be the creditor of each tenant in
respect of any assignment for the benefit of creditors, bankruptcy, reorganization, insolvency, dissolution
or receivership proceedings affecting such tenant. Assignee shall have the option to have any money
received by Assignee as such creditor applied to reduce the Liabilities or paid over to Assignor. Assignee
shall have the right to file claims in any such proceedings and to otherwise pursue creditor's rights therein.
If Assignor learns that any tenant has become the subject of such a proceeding, Assignor shall give
Assignee prompt notice thereof.
10. TERM. Upon repayment in full of the Liabilities and the cancellation or discharge of the Security
Instrument, this Assignment shall automatically terminate and become null and void. At such time as
Assignee gives Assignor a release of the Security Instrument in recordable form under the terms and
conditions of the Security Instrument, upon the written request of Assignor, Assignee shall also give a
release hereof in recordable form. Assignor covenants and agrees that prior to such termination, the
affidavit or certificate of any representative of Assignee stating that any of the Liabilities remain unpaid
shall be conclusive evidence of the validity, effectiveness and continuing force of this Assignment, and
any person is hereby authorized to rely thereon.
11. OTHER RIGHTS OF ASSIGNEE. Assignee may, without prejudice to any of its rights under
this Assignment, take or release security, release any party primarily or secondarily liable for any of the
Liabilities, and grant extensions, renewals, modifications or indulgences with respect to the Loan
Agreement, the Note, the Security Instrument or any other Loan Document.
12. NO WAIVER. The collection of Rents under the Leases, the taking of physical possession of the
Property, or any other remedial action taken by Assignee shall not waive any Event of Default or waive,
modify or affect any notice of default under the Loan Documents, or invalidate any act done pursuant to
such notice, and the enforcement of any right or remedy by Assignee, once exercised, shall continue for
so long as Assignee shall elect, notwithstanding that the collection and application of such Rents may have
cured or could have resulted in a cure of an Event of Default. If Assignee thereafter elects to discontinue
the exercise of any right or remedy, that or any other right or remedy under this Assignment may be
reasserted at any time and from time to time following any subsequent Event of Default.
13. MISCELLANEOUS.
13.1. Remedies Cumulative. The rights and remedies of Assignee as provided in this
Assignment or in any other Loan Document shall be cumulative and concurrent, may be pursued
separately, successively or together, may be exercised as often as occasion therefor shall arise, and shall
be in addition to any other rights or remedies conferred upon Assignee at law or in equity. The failure, at
any one or more times, of Assignee to assert the right to declare the Liabilities due, grant any extension
of time for payment of the Liabilities, take additional security for the payment thereof, release any security,
change any of the terms of the Loan Documents, or waive or fail to exercise any right or remedy under
any Loan Document shall not in any way affect this Assignment or the rights of Assignee.
Cel

13.2. No Implied Waiver. Assignee shall not be deemed to have waived any of its rights or
remedies hereunder unless such modification or waiver is in writing and signed by Assignee, and then
only to the extent specifically set forth therein. A waiver in one event shall not be construed as continuing
or as a waiver of or bar to such right or remedy on a subsequent event.
13.3. Binding Effect. The covenants, conditions, waivers, releases and agreements contained in
this Assignment shall bind, and the benefits thereof shall inure to, the parties hereto and their respective
heirs, executors, administrators, successors and assigns and are intended and shall be held to be real
covenants running with the land; provided, however, that this Assignment cannot be assigned by Assignor
without the prior written consent of Assignee in each instance, and any such assignment or attempted
assignment by Assignor shall be void and of no effect with respect to Assignee.
13.4. Modifications. This Assignment may not be supplemented, extended, modified or
terminated except by an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.
13.5. Governing Law. This Assignment is made, executed and delivered in the State of North
Carolina and shall be governed by the laws of the State of North Carolina.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, Assignor has on the date first above written, effective as of
the date first above written, caused this instrument to be signed in its corporate name by its duly
authorized officer AND DELIVERED by authority of its duly authorized officer.
ASSIGNOR:
Stockport Limited Partnership,
a North Carolina limited partnership
By: EfW GP LLC, a North Carolina limited
liability company, its general partner
By: '� (SEAL)
Name: Richard Denning
Title: Manager
STATE OF NORTH CAROLINA )
��}} ) SS.
COUNTY OF\` )
On this \ day of ., 2022, a Notary Public of the aforesaid County and
State, do hereby certify that Richard Deming personally appeared before me this day
and acknowledged that he is the Manager of EfW GP LLC, a North Carolina limited liability
company, which is the general partner of Stockport Limited Partnership, a North
Carolina limited partnership, and that he, in such capacity, being authorized to do so, executed
and acknowledged the foregoing on behalf of the Assignor.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in
the County or City and State aforesaid, the day and year first above written.
(SEAL)
KELLY RENEE GOODMAN
Notary Public
North Carolina
Pitt County
,nary Pi±Nic
(Notar ' printed or typed name)
My Commission Expires: s- ,ram

FXHTRTT A
DESCRIPTION OF PROPERTY
Lying and being situate in Wilson County, North Carolina, and being more particularly described
as follows:
Being all of that tract described as "Portion of Tract 1" containing 10.840 acres as shown on map
entitled Stockport Limited Partnership, dated November 21, 2021, and recorded in Plat Book 43
at Pages 271 and 272, Wilson County Registry, North Carolina.
Together with easement rights in an Easement Agreement recorded in Book 2983 at Page 512
Wilson County Registry, North Carolina.
9

Type: CRP
Recorded: 9/15/2022 9:04:11 AM
Fee Amt: $64.00 Page 1 of 26
Wilson, NC
Lisa J. Stith Register of Deeds
BK 2983 PG 586 - 611
Prepared by and after recording return to:
Brodnan & Budd, LLC
999 Peachtree Street NE
Suite 1105
Atlanta, Georgia 30309
Attention: Matthew P. Brodnan, Esq.
STATE OF NORTH CAROLINA) LEASEHOLD DEED OF TRUST,
SECURITY AGREEMENT AND
COUNTY OF WILSON ) FIXTURE FILING
COLLATERAL IS AND INCLUDES FIXTURES
THIS DEED OF TRUST SECURES FUTURE ADVANCES
Dated September 13, 2022
Location: 3100 Stantonsburg Road, Wilson, North Carolina 27893
Grantor's Organizational ID Number: 1500841
submitted electronically by "Investors Title Insurance company"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Wilson county Register of Deeds.

LEASEHOLD DEED OF TRUST,
SECURITY AGREEMENT AND FIXTURE FILING
THIS LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE
FILING (as amended, supplemented or otherwise modified from time to time, this "Deed of
Trust"), is made as of September 13, 2022, by Carolina Poultry Power RG2, LLC, a North
Carolina limited liability company, having an address of 3697 North Main Street, Farmville, North
Carolina 27828, as trustor (the "Grantor"), to Investor's Title Commercial Agency as issuing agent
for Old Republic National Title Insurance Company, having an address of 5925 Carnegie
Boulevard, Suite 550, Charlotte, North Carolina 28209, as trustee (the "Trustee"), for the benefit
of West Town Bank & Trust, an Illinois chartered bank with an address at 4850 Falls of Neuse
Road, Suite 202, Raleigh, North Carolina 27615, as beneficiary (together with its successors and
assigns, the "Lender" or the `Beneficiary").
RECITALS:
WHEREAS, Grantor is the legal owner and holder of the lessee's interest under that certain
Lease Agreement, dated as of June 24, 2021 by and between Stockport Limited Partnership (the
"Lessor"), and the Grantor, and as evidenced by that certain Memorandum of Lease, recorded on
September 14, 2022, in Book 2983 Page 528 , Wilson County Registry (as may
be amended, supplemented, amended and restated or otherwise modified from time to time
hereafter, unless not consented to by Lender to the extent required by this Deed of Trust, the
"Ground Lease"), which Ground Lease affects the real property described on Exhibit A hereto
(the "Real Property").
WHEREAS, pursuant to that certain Loan Agreement dated as of even date herewith (as
the same may be amended, supplemented or otherwise modified from time to time, the "Loan
Agreement"), between Grantor (in such capacity, the "Borrower") and the Lender, the Lender
has agreed to make a loan in the original principal amount of Twenty -Five Million Dollars and
00/100 Cents ($25,000,000.00) (the "Loan") in order to finance a portion of the costs of the
development and installation of a biomass facility owned by Borrower and located on the Real
Property. The Loan bears interest as provided in the Loan Agreement on the principal amount of
the Note (as defined in the Loan Agreement) from time to time outstanding, and the interest rate
applicable to the Loan varies from time to time in accordance with formula set forth in the Note.
WHEREAS, Grantor is executing this Deed of Trust pursuant to the Loan Agreement. All
capitalized terms used but not otherwise defined herein have the meanings provided in the Loan
Agreement.
GRANTING CLAUSE
NOW THEREFORE, Grantor, for the purpose of securing all present and future debts,
obligations and liabilities, whether such debts, obligations or liabilities be direct or indirect,
primary or secondary, joint or several, fixed or contingent, of Grantor arising pursuant to, and/or
on account of, the provisions of this Deed of Trust, the Loan Agreement or any of the other Loan
Documents, including, without limitation, the obligations (1) to pay all Obligations (as defined in

the Loan Agreement), including without limitation, all principal, interest, late charges, prepayment
premiums (if any) and other amounts due at any time under the Loan Agreement or any of the
other Loan Documents, (2) to pay all expenses, indemnification payments, fees and other amounts
due at any time under this Deed of Trust, the Loan Agreement or any of the other Loan Documents,
together with interest thereon as herein or therein provided, (3) to perform, observe and comply
with all of the other terms, covenants and conditions, expressed or implied, which Grantor is
required to perform, observe or comply with pursuant to this Deed of Trust, the Loan Agreement
or any of the other Loan Documents, and (4) to pay and perform all future advances (including
without limitation any expenditures for insurance, taxes and assessments or other necessary
expenditures for the protection of the value of the Property (as hereinafter defined)) and other
obligations that Grantor or any successor in ownership of all or part of the Property may agree to
pay and/or perform (whether as principal, surety or guarantor) for the benefit of Lender
(collectively, the "Secured Obligations"), and in consideration of the Recitals above stated, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, hereby irrevocably mortgages, pledges, warrants, gives, grants, assigns, bargains,
sells, releases, transfers, aliens, enfeoffs and conveys to Trustee, and Trustee's successors and
assigns, in trust with power of sale for the benefit of Lender, all of the right, title and interest of
Grantor in and to all of the following property (collectively, the "Property"):
(A) Leasehold Estate: Grantor's leasehold estate (the "Leasehold Estate") created, and
owned by Grantor, by virtue of the Ground Lease, which Ground Lease demises the Real Property
more particularly described in the Ground Lease and all of Grantor's right, title and interest in, to
and under the Ground Lease, including without limitation, all credits, deposits, options, right to
terminate, rights of first refusal or first offer and all privileges of Grantor thereunder;
(B) Land: All estates therein now owned or hereafter acquired by Grantor for use or
development with the Real Property or any portion thereof, together with all and singular the
tenements, rights, easements, hereditaments, rights of way, privileges, liberties, appendages and
appurtenances now or hereafter belonging or in any way pertaining to the Real Property and estates
therein; all development rights, air rights, water, water rights, water stock, gas, oil, minerals, coal
and other substances of any kind or character underlying or relating to the Real Property; all estate,
claim, demand, right, title or interest of Grantor in and to any street, road, highway, or alley
adjoining the Real Property or any part thereof, all strips and gores belonging, adjacent or
pertaining to the Real Property; and, any after -acquired title to any of the foregoing (herein
collectively referred to as the "Land");
(C) Improvements and Fixtures: All buildings, structures and other improvements and
any additions and alterations thereto or replacements thereof, now or hereafter built, constructed
or located upon the Land, and all articles of property which are considered fixtures under
applicable law (including the Biomass Facility (as defined below), to the extent constituting
fixtures) and a part of the real property encumbered hereby (such buildings, structures and other
improvements and fixtures are herein collectively referred to as the "Improvements"). The Land,
the Improvements and Grantor's Leasehold Estate in any other property constituting real estate
under applicable law are herein collectively referred to as the "Premises";
2

(D) Biomass Equipment and Other Personal Property: The biomass facility owned by
Borrower, including without limitation any and all equipment or property related to the support,
operation, maintenance and connected in any way to that biomass project installed or placed, or to
be installed or placed on the Real Property (collectively, the "Biomass Facility"), and all other
equipment and all other tangible property of any kind or character now or hereafter owned by
Grantor, regardless of whether located on the Land or located elsewhere;
(E) Intangibles: To the extent assignable, all goodwill, trademarks, trade names, option
rights, purchase contracts, real and personal property tax refunds, books and records and general
intangibles of Grantor relating to the Premises and the Biomass Facility and all accounts, contract
rights, instruments, chattel paper and other rights of Grantor for the payment of money for property
sold or lent, for services rendered, for money lent, or for advances or deposits made, and any other
intangible property of Grantor relating to the Premises;
(F) Plans: To the extent assignable, all plans and specifications, designs, drawings and
other information, materials and matters heretofore or hereafter prepared relating to the
Improvements, the Biomass Facility or any construction on the Land;
(G) Permits: To the extent assignable, all permits, franchises, licenses, approvals and
other authorizations respecting the use, occupation and operation of the Premises, the Biomass
Facility and every part thereof and respecting any business or other activity conducted on or from
the Premises, and any product or proceed thereof or therefrom, including, without limitation, all
building permits and other licenses, permits and approvals issued by governmental authorities
having jurisdiction;
(H) Contracts: To the extent assignable, all agreements, contracts, certificates,
instruments, warranties, appraisals, engineering, environmental, soils, insurance and other reports
and studies, books, records, correspondence, files and advertising materials, and other documents,
now or hereafter obtained or entered into, as the case may be, pertaining to the construction, use,
possession, operation, management, leasing, maintenance and/or ownership of the Premises;
(I) Rents: All rents, royalties, income, issues, profits, revenues and other benefits to
which Grantor may now or hereafter be entitled from the property described in (A) through (H)
above (collectively, the "Rents") to be applied against the Secured Obligations;
Q) Leases: All leases (other than the Ground Lease), subleases, underlettings,
concession agreements, licenses and other occupancy agreements (collectively, the "Leases"),
whether written or oral, which now or hereafter may affect the property described in (A) through
(H) above, together with all security therefor and all monies payable thereunder, and all books and
records which contain payments made under the Leases and all security therefor;
(K) Proceeds: Subject to Applicable Laws, all proceeds of the conversion, voluntary or
involuntary of any of the foregoing into cash or liquidated claims, including, without limitation,
proceeds of insurance and condemnation awards;
3

(L) Collateral: To the extent not otherwise described in (A) through (K) above, all the
"Collateral", as such term is defined in the Loan Agreement; and
(M) Other Property: All other property and rights of Grantor of every kind and character
relating to the Premises, all proceeds and products of any of the foregoing.
AND, without limiting any of the other provisions of this Deed of Trust, Grantor expressly
grants to Lender, as secured party, a security interest in all of those portions of the Property which
are or may be subject to the Uniform Commercial Code provisions applicable to secured
transactions in the State of North Carolina (the "State").
TO HAVE AND TO HOLD THE PROPERTY unto Trustee, its successors and assigns, in
trust, forever until termination in accordance with Section 4.3 hereof, upon the trusts, terms and
conditions and for the uses and purposes hereinafter set out.
ARTICLE 1
WARRANTIES, REPRESENTATIONS AND COVENANTS
Grantor warrants, represents, covenants and agrees with Lender and Trustee, as follows:
1.1 Payments. Grantor agrees that it will duly and punctually pay and perform, or cause
to be paid and performed, each of the Secured Obligations at the time and in accordance with the
terms of the Loan Agreement and the other Loan Documents.
1.2 Title to Property; Liens. (a) Grantor has a valid, enforceable Leasehold Estate and
Grantor has lawful authority to encumber and convey the Property; (b) the Property is free and
clear of all Liens except for Liens expressly permitted on the Property under the Loan Agreement
and the encumbrances on the Premises set forth on Exhibit B attached hereto (collectively,
"Permitted Exceptions") and Grantor shall at all times keep the Property free and clear of all
Liens other than the Permitted Exceptions; (c) Grantor will maintain and preserve the lien of this
Deed of Trust until termination in accordance with Section 4.3 hereof, (d) to the best of Grantor's
knowledge, there are presently no leases (other than the Ground Lease and the Master Lease),
subleases, underlettings, concession agreements, licenses or other occupancy agreements affecting
the Property or any other parties in possession, other than Grantor, at the Premises; (e) Grantor
fully warrants and will forever defend the title to the Property against the claims of all Persons
whosoever claiming or to claim the same or any part thereof, other than those claims relating to
Permitted Exceptions, and Grantor agrees that the foregoing covenant shall not be extinguished by
any foreclosure of this Deed of Trust but shall run with the Leasehold Estate; and (f) Grantor will
not, without the prior written consent of Lender, (i) initiate or support any zoning reclassification
of the Land or use or permit the use of the Property in a manner which would result in such use
becoming a nonconforming use under applicable zoning ordinances or the Ground Lease, (ii)
impose or consent to the imposition of any public or private restrictive covenants upon the Land,
(iii) execute, file or consent to any subdivision plat affecting the Land or consent to the annexation
of the Land to any municipality, or (iv) knowingly permit or suffer the Land to be used by the
M

public or any Person in such manner as might make possible a claim of adverse usage or possession
or of any implied dedication or easement.
1.3 Status of Property. (a) Grantor has obtained or will obtain, and will maintain in full
force and effect, in each case to the extent required by the Ground Lease, all certificates, licenses,
permits and other approvals necessary for the operation and use of the Property, including without
limitation all zoning, building code, land use and other similar permits or approvals; (b) to the best
of Grantor's knowledge, the Premises and the present and contemplated use and occupancy thereof
are in full compliance with all applicable zoning ordinances, building codes, land use laws and
other similar laws and none of the Improvements or the Biomass Facility lies outside of the
boundaries of the Land or the applicable building restriction lines and no improvements on
adjoining properties materially encroach upon the Land; (c) to the best of Grantor's knowledge,
the Premises are served by all utilities required for the current or contemplated use thereof, and (d)
to the best of Grantor's knowledge, all public roads and streets necessary for service of and access
to the Premises for the current or contemplated use thereof have been completed, are serviceable
and are physically and legally open for use by the public.
1.4 Title Insurance. Concurrently with the execution and delivery of this Deed of Trust,
Grantor, at its expense, has obtained and delivered to Lender a loan policy or policies of title
insurance in the amount, and in form and substance, reasonably satisfactory to Lender naming
Lender as the insured, insuring the title to and the first mortgage lien of this Deed of Trust on the
Leasehold Estate, subject only to the Permitted Exceptions, with endorsements reasonably
requested by Lender. Grantor has duly paid or caused to be paid in full all premiums and other
charges due in connection with the issuance of such policy or policies of title insurance. All
proceeds received by and payable to Lender for any loss under the loan policy or policies of title
insurance delivered to Lender pursuant hereto, or under any policy or policies of title insurance
delivered to Lender in substitution therefor or replacement thereof, shall be the property of Lender
and shall be applied by Lender in accordance with the Loan Agreement without affecting the lien
of this Deed of Trust for the full amount secured hereby before such payment took place.
1.5 Payment of Taxes. Grantor shall pay or cause to be paid all taxes, assessments and
governmental charges which are or may become a lien on the Property or which are assessed
against or imposed upon the Property in accordance with the terms and conditions of the Loan
Agreement; except to the extent required to be paid by Lessor under the Lease.
1.6 Insurance; Casualty. Grantor shall at its sole expense obtain for, deliver to, and
maintain for the benefit of Lender insurance in accordance with and to the extent required by
Section 5.05 of the Loan Agreement insuring the Property; except to the extent required to be
obtained and maintained by Lessor under the Lease. All proceeds of such insurance shall be
applied in accordance with the Loan Agreement without affecting the lien of this Deed of Trust
for the full amount secured hereby before such payment took place. Grantor promptly shall comply
with, and shall cause the Property to comply with, (a) all of the provisions of each such insurance
policy required under this Section 1.61 and (b) all of the requirements of the insurers thereunder
applicable to Grantor or to any of the Property or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration, repair or restoration of any of the Property. In the event of
foreclosure of this Deed of Trust or other transfer of title to the Leasehold Estate in extinguishment
E

of the indebtedness secured hereby, all right, title and interest of Grantor in and to any insurance
policies then in force shall pass to the purchaser or grantee.
1.7 Condemnation. As of the date hereof, Grantor has not received any written notice
of any proceeding for the condemnation or other taking of the Property or any part thereof and has
no knowledge that any such proceeding is contemplated. Grantor shall, promptly upon learning
of the institution of any such proceeding, notify Lender of the pendency of such proceeding, and
agrees that Lender may participate in any such proceeding as permitted under the Loan Agreement
and Grantor from time to time will deliver to Lender all instruments reasonably requested by
Lender to permit such participation. Subject to Applicable Laws, (i) Lender is hereby authorized
to collect any and all awards, payments or other proceeds of any such condemnation or taking
payable to Grantor ("Condemnation Proceeds"), and (ii) Condemnation Proceeds shall be applied
in accordance with the terms of the Loan Agreement without affecting the lien of this Deed of
Trust for the full amount secured hereby before such award took place. Grantor agrees to execute
such further assignments of any Condemnation Proceeds as Lender may require.
1.8 Care of the Property. Except as otherwise permitted under the Loan Agreement,
Grantor (a) shall not abandon the Property, (b) shall preserve and maintain the Property in good
condition and repair, ordinary wear and tear excepted, and (c) no part of the Property shall be
disposed of, removed, replaced or demolished in any manner, without the prior written consent of
Lender.
1.9 Transfer of the Property. Except as otherwise permitted under the Loan Agreement,
there shall be no sale, conveyance, transfer, lease, assignment, sublease, pledge or further
encumbrance or transfer of any interest in any part of the Property, without the prior written
consent of Lender.
1.10 Leasehold Deed of Trust Provisions. Grantor further covenants, warrants and
represents, as follows:
(a) Grantor represents and warrants that (i) subject to the terms of the
Landlord's Release and Waiver Agreement executed by the Lessor, dated as of the date hereof (as
may be amended, supplemented, amended and restated or otherwise modified from time to time
hereafter), there are no understandings, contracts, agreements or commitments of any kind
whatsoever with respect to the Ground Lease, to which Grantor is a party or (to the best of its
knowledge) otherwise, except as expressly provided in the Ground Lease, and the Ground Lease
constitutes the entire agreement between Lessor and Grantor with respect to the Real Property,
(ii) the Ground Lease is in full force and effect, (iii) all rent and additional rent payable under the
Ground Lease has been paid to the extent they were due and payable to the date hereof, and (iv) to
the best of Grantor's knowledge, no default by Grantor under the Ground Lease exists and no event
has occurred which, with the giving of notice, the passage of time, or both, would constitute a
default by Grantor under the Ground Lease;
(b) Grantor shall promptly give to Lender copies of (i) all notices of default
under the Ground Lease, and (ii) any other communications or notices with respect to events which
0

relate to any reasonably foreseeable impairment of the security of this Deed of Trust which it shall
give or receive under the Ground Lease;
(c) Grantor covenants and agrees that it will do or cause to be done all
commercially reasonable things necessary to (i) preserve and keep in force the rights of Grantor
as lessee under the Ground Lease, and (ii) prevent any termination, surrender, cancellation,
forfeiture or impairment thereof. Grantor shall at all times fully perform and comply with all
material agreements, covenants, terms and conditions imposed upon or assumed by it as lessee
under the Ground Lease prior to the expiration of any notice and/or cure period provided in the
Ground Lease. Furthermore, Grantor shall exercise commercially reasonable efforts to enforce
the obligations of Lessor, so that Grantor may enjoy all of the rights granted to it under the Ground
Lease;
(d) Grantor shall not, without the prior written consent of Lender or otherwise
permitted under the Loan Agreement, (i) modify, change, supplement, alter or amend the Ground
Lease, either orally or in writing, if such modification, change, supplement, alteration or
amendment could adversely affect, in a material manner (A) the value of the Premises, (B) the use
of the Premises, or (C) Grantor's obligations or rights under the Ground Lease, or (ii) surrender
the Leasehold Estate, nor terminate or cancel the Ground Lease prior to the expiration of its term.
Any modification, change, supplement, alteration or amendment of the Ground Lease requiring
the consent of Lender, any surrender of the Leasehold Estate, and any termination or cancellation
of the Ground Lease, made without the prior written consent thereto by Lender shall be void and
of no force and effect;
(e) No release or forbearance of any of Grantor's obligations under the Ground
Lease, pursuant to the Ground Lease or otherwise, shall release Grantor from any of its obligations
under this Deed of Trust, including, without limitation, its obligations with respect to the payment
of rent as provided for in the Ground Lease and the performance of all of the terms, provisions,
covenants, conditions and agreements contained in the Ground Lease, to be kept, performed and
complied with by the lessee therein;
(f) Grantor and Lender agree that, unless Lender shall otherwise expressly
consent in writing, the fee title to the Land, Grantor's interest in the Premises and the Leasehold
Estate shall not merge and shall always remain separate and distinct, notwithstanding the union of
said estates either in the lessor or in the lessee, or in a third party by purchase or otherwise. If,
notwithstanding the foregoing, a merger of such fee and leasehold estate is deemed to have
occurred, then this Deed of Trust shall nonetheless remain in full force and effect in accordance
with the terms hereof and shall encumber the entire merged fee and leasehold estate. If Grantor
acquires fee simple title or any other estate, title or interest in the Land, Grantor shall promptly
notify Lender of such acquisition and, upon written request by Lender, shall cause to be executed
and recorded all such other and further assurances or other instruments in writing as may in the
opinion of Lender be required or desirable to carry out the intent and meaning of this clause ;
(g) Grantor shall not subordinate or consent to the subordination of the Ground
Lease to any lien or other encumbrance, without the prior written consent of Lender;
7

(h) Within five (5) Business Days after Grantor's receipt of any notice of any
motion, application or effort (A) to reject the Ground Lease by Lessor or any trustee arising from
or in connection with any case, proceeding or other action commenced or pending by or against
Lessor under Title 11 of the United States Code (as now constituted or hereafter amended, the
"Bankruptcy Code") or any comparable provisions contained in any present or future Federal,
state, local, foreign or other statute, law, rule or regulation ("Comparable Provisions"); (B) to
sell, transfer, or assign the Premises or any portion thereof pursuant to section 363 or other
applicable provision of the Bankruptcy Code; or (C) by the Lessor or any other party to an action
under the Bankruptcy Code or any other Comparable Provisions to take any other action that in
any way adversely affects the interest of Lessor, Grantor, Trustee, or Lender, Grantor shall give
notice thereof to Lender. Additionally, Grantor shall give notice to Lender within five (5) Business
Days after it discovers or otherwise becomes aware of the filing of any petition under the
Bankruptcy Code or any other Comparable Provisions by or against the Lessor or any other party
with an interest in the Premises superior to that of Grantor. Grantor hereby (W) assigns to Lender
any and all of Grantor's rights as lessee under Section 365(h) of the Bankruptcy Code or any
Comparable Provisions, including without limitation, the right to file an objection to (1) the
rejection of the Ground Lease, (2) a sale of the Premises or any portion thereof, or (3) as to any
other matter that affects the Premises (a "Objection"), and (X) covenants that it shall not elect to
treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code without
first obtaining the prior written consent of Lender, and (Y) agrees that any such election by Grantor
without such consent shall be null and void, and (Z) agrees to join and prosecute any Objection
filed by Lender if any party asserts that Lender lacks standing to assert such Objection;
(i) Without limiting the generality of the foregoing, Grantor hereby
unconditionally assigns, transfers and sets over to Lender all (up to the amount then due and owing
from Grantor to Lender) of Grantor's claims and rights to the payment of damages arising from
any rejection by Lessor under the Bankruptcy Code or any Comparable Provision. Lender shall
have the right to proceed in its own name or in the name of Grantor in respect of any claim, suit,
action or proceeding relating to the rejection of the Ground Lease, including, without limitation,
the right to file and prosecute, to the exclusion of Grantor, any proofs of claim, complaints,
motions, applications, notices and other documents, in any case in respect of the lessor thereunder
under the Bankruptcy Code or any Comparable Provision. This assignment constitutes a present,
irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall
continue in effect until all of the obligations of Grantor under the Loan Agreement and the other
Loan Documents shall have been indefeasibly paid and performed;
0) If there shall be filed by or against Grantor a petition under the Bankruptcy
Code or any Comparable Provision and Grantor, as lessee under the Ground Lease, shall determine
to reject the Ground Lease, Grantor shall give Lender not less than ten (10) days prior notice of
the date on which Grantor shall apply to the United States Bankruptcy Court or other judicial body
with appropriate jurisdiction for authority to reject any Ground Lease; Lender shall have the right,
but not the obligation, to serve upon Grantor within such ten (10) day period a notice stating that
(A) Lender demands that Grantor assume and assign the Ground Lease to Lender pursuant to
Section 365 of the Bankruptcy Code or any Comparable Provision and (B) Lender covenants to
cure or provide adequate assurance of prompt cure of all defaults and provide adequate assurance

of future performance under the Ground Lease. If Lender serves upon Grantor the notice described
in the preceding sentence, Grantor shall not seek to reject the Ground Lease and shall comply with
the demand provided for in item A of the preceding sentence within thirty (30) days after the
notice shall have been given subject to the performance by Lender of the covenant provided for in
item B of the preceding sentence. Effective upon the entry of an order for relief in respect of
Grantor under Chapter 7 of the Bankruptcy Code or any Comparable Provision, Grantor hereby
assigns and transfers to Lender a non-exclusive right to apply to the United States Bankruptcy
Court or other judicial body with appropriate jurisdiction for an order extending the period during
which the Ground Lease may be rejected or assumed;
(k) Grantor hereby acknowledges that if the Ground Lease shall be terminated
prior to the natural expiration of its term due to default by the lessee thereunder, and if Lender or
its designee shall acquire from the lessor thereunder a new lease of the Land or any portion thereof,
Grantor shall have no right, title or interest in or to such lease or the leasehold estate created
thereby, or the options therein contained, if any; and
(1) In addition to any other remedies or rights provided elsewhere in this Deed
of Trust, Lender shall have and may exercise the following rights with respect to the Ground Lease:
(i) if Grantor shall fail, after the expiration of the applicable notice or
grace period, if any, to: (A) pay any installment of rent reserved under the Ground Lease, (B) pay
any real estate tax, assessment or other governmental levy or charge or any imposition, as provided
in the Ground Lease, (C) make any other payment required to be made by it as lessee under the
Ground Lease, at the time and in the manner provided in the Ground Lease, or (D) if Grantor shall
fail to perform or observe any other term, covenant, condition or obligation required to be
performed or observed by it as lessee under the Ground Lease, then without limiting the generality
of any other provision of this Deed of Trust, and without waiving or releasing the Grantor from
any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to
pay any such installment of rent and/or any such tax, assessment, levy, charge, imposition or other
payment, and may perform any other act or take any action it may deem necessary or desirable to
cause such other term, covenant, condition or obligation to be promptly performed or observed on
behalf of the lessee thereunder in order to keep Grantor's rights in, to and under the Ground Lease
unimpaired and free from default;
(ii) Lender and its designees shall have, and are hereby granted, the right
to enter upon the Premises at any time and from time to time for the purpose of taking any such
action described in the preceding clause i . All monies reasonably expended by Lender in
connection with any matter set forth in this Section (including, but not limited to, reasonable legal
expenses and disbursements), together with interest thereon at an interest rate per annum equal to
the Default Rate (as defined in the Loan Agreement) from the date of each such expenditure, shall
be paid by Grantor to Lender forthwith upon demand by Lender, and shall be secured by this Deed
of Trust. If the Lessor shall deliver to Lender a copy of any notice of default by Grantor in the
Ground Lease, such notice shall constitute full protection to the Lender for any action taken or
omitted to be taken by Lender, in good faith, in reliance thereon; provided, however, that before
taking such action, so long as no Default exists, Lender shall use commercially reasonable efforts
to notify Grantor thereof. Grantor acknowledges and agrees that any failure by Lender to so notify
0

Grantor shall not entitle Grantor to challenge or otherwise affect the validity of Lender's action or
entitle Grantor to any claim for damages or any other offsets or setoffs against Lender. The curing
of any such default in the Ground Lease by Lender shall not be deemed to cure any default in this
Deed of Trust created thereby, and Lender shall continue to have all rights granted under the Deed
of Trust and the other Loan Documents upon any such default.
1.11 Covenants. All of the covenants in the Loan Agreement are incorporated herein by
reference and, together with the covenants in this Article I, shall be covenants running with the
Leasehold Estate.
1.12 Further Assurances. At any time and from time to time, upon Lender's reasonable
request and at Grantor's sole expense, Grantor shall make, execute and deliver, or cause to be
made, executed and delivered, to Lender and Trustee and where appropriate shall cause to be
recorded or filed, and from time to time thereafter to be re -recorded and refiled at such time and
in such offices and places as shall be reasonably deemed necessary by Lender and Trustee, any
and all such further deeds of trust, instruments of further assurance, financing statements,
certificates and other documents as Lender and Trustee may consider reasonably necessary in order
to effectuate, complete, or perfect, or to continue and preserve the obligations of Grantor under
this Deed of Trust, and the lien of this Deed of Trust on the Property subject only to Permitted
Exceptions. Upon any failure by Grantor to do so, Lender or Trustee may make, execute, record,
file, re-record or refile any and all such deeds of trust, instruments, financing statements,
certificates and documents for and in the name of Grantor as Lender and Trustee may consider
necessary or desirable in order to effectuate, complete, or perfect, or to continue and preserve the
obligations of Grantor under this Deed of Trust, and the lien of this Deed of Trust on the Property
subject only to Permitted Exceptions, and Grantor hereby irrevocably appoints Lender and Trustee
as the Lender and attorney -in -fact of Grantor to do so.
1.13 Security Agreement and Financing Statements. This Deed of Trust constitutes not
only a real property Deed of Trust, but also a "security agreement" and a "fixture filing" within
the meaning of the Uniform Commercial Code of the State (the "UCC"). Grantor (as debtor)
hereby grants, assigns, conveys, pledges, hypothecates and transfers to Lender (as creditor and
secured party), for the benefit of Lender, as security for the prompt and complete payment and
performance of the Secured Obligations a security interest and Lien in all of Grantor's right, title
and interest in and to all fixtures, machinery, appliances, equipment, furniture and personal
property of every nature whatsoever constituting part of the Property (collectively, the "Personal
Property"), subject only to Permitted Exceptions. Nothing in this Section 1.13 shall limit in any
manner whatsoever any right Lender may have under any other Loan Document. This Deed of
Trust shall be effective as a financing statement filed as a fixture filing covering goods which are
or are to become fixtures included within the Property and is to be filed for record in the real estate
records of the counties where the Property (including said fixtures) is situated. The real property
to which the fixtures relate is described on Exhibit A attached hereto. The record owner of the
real property described in Exhibit A attached hereto is Lessor. The name of the debtor for
purposes of this financing statement is the name of Grantor set forth in the first paragraph on Page
1 hereof, and the name of the secured party for purposes of this financing statement is the name of
the Lender set forth in the first paragraph on Page 1 hereof. The mailing address of Grantor/debtor
is the address of Grantor set forth in the first paragraph on Page 1 of this Deed of Trust. The
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address of the Lender/secured party is the address of the Lender as set forth in the first paragraph
on Page 1 of this Deed of Trust. Grantor is an organization that is a limited liability company
organized under the laws of the State of North Carolina. Grantor's organizational identification
number is 1500841. Upon the occurrence of a Default hereunder, Lender shall have the right to
sell the Personal Property at a public or private sale pursuant to the provisions of Chapter 25 of the
North Carolina General Statutes.
1.14 Assignment of Rents. The assignment contained in Paragraph (I) of the Granting
Clause shall be fully operative without any further action on the part of either party and, in addition
thereto, Grantor does hereby assign and transfer any Leases and Rents to Lender, and specifically
Lender and Trustee shall be entitled, at their option, if a Default exists, to all Rents from the
Property whether or not Lender or Trustee takes possession of any of the Property.
1.15 After Acquired Property. To the extent permitted by and subject to applicable law,
including, but not limited to, North Carolina General Statute § 47-20.5, the lien of this Deed of
Trust will automatically attach, without further act, to all after acquired property located in or on,
or attached to, or used or intended to be used in connection with, or with the operation of, the
Property or any part thereof.
1.16 Intentionally Omitted.
1.17 Intentionally Omitted.
1.18 Flood Hazard. Grantor hereby represents that, to the best of Grantor's knowledge,
the Land does not comprise property identified by the Secretary of Housing and Urban
Development as an area having special flood hazards. If the Land at any time is so identified by
the Secretary of Housing and Urban Development as having special flood hazards, Grantor will
cause the Land to be insured against loss by flood hazards in an amount at least equal to the
maximum limit of coverage made available with respect to the particular type of property under
the National Flood Insurance Act of 1968, as amended by the Flood Disaster Protection Act of
1973.
ARTICLE 2
DEFAULTS
2.1 Default. The term Default, wherever used in this Deed of Trust, shall mean any
Event of Default under and as defined in the Loan Agreement.
ARTICLE 3
REMEDIES
3.1 Acceleration of Maturity. If a Default exists, Grantor agrees that Lender or Trustee
may declare, in accordance with and pursuant to the terms of the Loan Agreement, all Secured
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Obligations to be due and payable immediately, and upon such declaration all Secured Obligations
shall immediately become and be due and payable without demand or notice.
3.2 Lender's and Trustee's Right to Enter and Take Possession, Operate and Apply
Income.
(a) If a Default exists, Grantor, upon demand of Lender or Trustee, shall
forthwith surrender to Lender or Trustee the actual possession and, if and to the extent permitted
by law, Lender itself, or by such officers or Lenders as it may appoint, may enter upon and take
possession of the Property and may exclude Grantor and its agents and employees wholly
therefrom, and may have joint access with Grantor to the books, papers and accounts of Grantor.
(b) If a Default exists and Grantor shall for any reason fail to surrender or
deliver the Property or any part thereof after Lender's or Trustee's demand, Lender or Trustee may
obtain a judgment or decree conferring on Lender the right to immediate possession or requiring
Grantor to deliver immediate possession of all or part of the Property to Lender and Trustee, and
Grantor hereby specifically consents to the entry of such judgment or decree. Grantor shall pay to
Lender and Trustee, upon demand, all costs and expenses of obtaining such judgment or decree
and reasonable compensation to Lender, its attorneys and Lenders, and all such costs, expenses
and compensation shall, until paid, be secured by the lien of this Deed of Trust.
(c) Upon every such entering upon or taking of possession, Lender or Trustee
may hold, store, use, operate, manage and control the Property and conduct the business thereof,
and, from time to time may:
(i) make all necessary and proper maintenance, repairs, renewals,
replacements, additions, betterments and improvements thereto and thereon and purchase or
otherwise acquire additional fixtures, personalty and other property;
(ii) insure or keep the Property insured;
(iii) manage and operate the Property and exercise all the rights and
powers of Grantor in its name or otherwise with respect to the same; and
(iv) enter into agreements with others to exercise the powers herein
granted Lender and Trustee, all as Lender or Trustee from time to time may determine; and Lender
and Trustee may collect and receive all the rents, income and other benefits thereof, including
those past due as well as those accruing thereafter; and shall apply the monies so received by
Lender or Trustee to the Secured Obligations in accordance with the Loan Agreement. All costs,
expenses and liabilities of every character incurred by Lender and Trustee in managing, operating
and maintaining the Property shall constitute a portion of the Secured Obligations. While in
possession of the Property, Lender, Trustee or the receiver shall be liable to account only for the
rents, issues and profits actually received. The taking of possession and collection of rents by
Lender shall not be construed to be an affirmation of any lease or acceptance of attornment with
respect to any lease of all or any portion of the Property. Lender or Trustee shall surrender
possession of the Property to Grantor only in accordance with Section 4.3.
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3.3 Lender's and Trustee's Power of Enforcement. If a Default exists, Lender may
direct the Trustee (and the Trustee shall, if so directed), either with or without entry or taking
possession by Lender as hereinabove provided or otherwise, (a) to sell the Property or any part
thereof to the extent permitted and pursuant to the procedures provided by the law of the state
where the Property is located, and all estate, right, title and interest, claim and demand therein, at
one or more sales, as an entirety or in parcels, and at such time and place upon such terms and after
such notice thereof as may be required or permitted by law; or (b) to proceed by suit or suits at law
or in equity or by any other appropriate proceeding or remedy: (i) to enforce payment under the
Loan Documents or the performance of any term hereof or any other right; (ii) to foreclose this
Deed of Trust and to sell, as an entirety or in separate lots or parcels, the Property, under the
judgment or decree of a court or courts of competent jurisdiction; and (iii) to pursue any other
remedy available to it, including without limitation as provided in Section 1.14 hereof. Lender or
Trustee shall take action either by such proceedings or by the exercise of its powers with respect
to sale or entry or taking possession, or any of them, as it may determine.
The remedies conferred upon Trustee shall include the powers of sale Trustee may have
under the provisions of Article 2A of Chapter 45 of the General Statutes of North Carolina. If a
Default exists, it shall be lawful and the duty of Trustee, upon request of Lender, to sell the
Leasehold Estate in the Real Property, or such parts thereof or interests therein as Lender may
select, at public auction for cash, after first having given such notice of hearing as to
commencement of foreclosure proceedings and obtained such findings or leave of court as then
may be required by law and then having given such notice and advertised the time and place of
such sale in such manner as then may be provided by law, and upon such sale and any resales and
upon compliance with the law then relating to foreclosure proceedings under power of sale, to
convey title to the purchaser in as full and ample manner as Trustee is empowered.
3.4 Foreclosure Sale.
(a) At the direction of Lender, Trustee may adjourn from time to time any sale
to be made by it under or by virtue of this Deed of Trust by announcement at the time and place
appointed for such sale or for such adjourned sale or sales and, except as otherwise provided by
any applicable provision of law, Trustee, without further notice or publication, may conduct such
sale at the time and place to which the same shall be so adjourned.
(b) Upon the completion of any sale or sales made by Trustee under or by virtue
of this Article III, Trustee shall execute and deliver to the accepted purchaser or purchasers a good
and sufficient instrument or instruments, conveying, assigning and transferring all estate, right,
title and interest in and to the property and rights sold. Lender and Trustee are hereby irrevocably
appointed the true and lawful attorney -in -fact of Grantor, in its name and stead, to make all
necessary conveyances, assignments, transfers and deliveries of any part of the Property and rights
so sold. Lender and Trustee may, for such purpose, execute all necessary instruments of
conveyance, assignment and transfer, and may substitute one or more persons with like power,
Grantor hereby ratifying and confirming all that its said attorney or such substitute or substitutes
shall lawfully do by virtue hereof. Nevertheless, Grantor, if so requested by Lender or Trustee,
shall ratify and confirm any such sale or sales by executing and delivering to Lender, Trustee or
to such purchaser or purchasers all such instruments as may be advisable, in the judgment of
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Lender or Trustee, for the purpose, and as may be designated in such request. Any such sale or
sales made under or by virtue of this Article III, whether made under the power of sale herein
granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and
sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever,
whether at law or in equity, of Grantor in and to the properties, interests and rights so sold, and
shall be a perpetual bar both at law and in equity against Grantor and against any and all persons
claiming or who may claim the same, or any part thereof from, through or under Grantor.
(c) At any foreclosure sale of the Leasehold Estate in the Real Property, any
receiver or public officer, or Lender, may bid for and purchase the Property and, upon compliance
with the terms of sale, may hold, retain and possess and dispose of such property in their own
absolute right without further accountability.
(d) The proceeds of any sale held by Trustee in foreclosure of the lien evidenced
hereby shall be applied in accordance with the requirements of applicable laws and to the extent
consistent therewith, FIRST, to the payment of all necessary costs and expenses incident to such
foreclosure sale, including but not limited to all reasonable attorneys' fees and legal expenses,
advertising costs, auctioneer's fees, costs of title rundowns and lien searches, inspection fees,
appraisal costs, fees for professional services, environmental assessment and remediation fees, all
court costs and charges of every character, and a reasonable fee to Trustee (not exceeding five
percent (5%) of the gross proceeds of such sale; provided however in the event no sale is held then
Trustee shall be entitled to such customary compensation as otherwise permitted under N.C.G.S.
§ 45-21.15(b)(3)) and to the payment of the other Secured Obligations, including specifically
without limitation the principal, accrued interest and reasonable attorneys' fees due and unpaid on
any Note and the amounts due and unpaid and owed to Lender under this Deed of Trust, the order
and manner of application to the items in this clause FIRST to be in Lender's sole discretion; and
SECOND, the remainder, if any, shall be paid to Grantor, or to Grantor's heirs, devisees,
representatives, successors or assigns, or such other persons (including the holder or beneficiary
of any inferior lien) as may be entitled thereto by law; provided, however, that if Lender is
uncertain which person or persons are so entitled, Lender may interplead such remainder in any
court of competent jurisdiction, and the amount of any reasonable attorneys' fees, court costs and
expenses incurred in such action shall be a part of the secured indebtedness and shall be
reimbursable (without limitation) from such remainder.
3.5 Leases. Lender, at its option following a Default, is authorized to instruct Trustee
to foreclose this Deed of Trust subject to the rights of any tenants of the Property. The failure to
make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their
rights will not be asserted by Grantor to be, a defense to any proceedings instituted by Lender to
collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure
sale of the Property.
3.6 Application of Indebtedness Toward Purchase Price. Upon any such sale, Lender
may, if permitted by law, and after allowing for costs and expenses of the sale, compensation and
other charges, in paying the purchase price, apply all or any portion of the Secured Obligations, in
lieu of cash, to the amount which shall, upon distribution of the net proceeds of such sale, be
payable thereon, to the extent of the purchase price.
14

3.7 Waiver by Grantor. To the fullest extent permitted under applicable law, Grantor
hereby waives all errors and imperfections in any proceedings instituted by Lender or Trustee
under this Deed of Trust or any other Loan Document and all benefit of any present or future
statute of limitations or any other present or future statute, law, stay, moratorium, appraisal or
valuation law, regulation or judicial decision, and Grantor shall not at any time insist upon or plead,
or in any manner whatsoever, claim or take any benefit or advantage of any such statute, law, stay,
moratorium, regulation or judicial decision which (i) provides for the valuation or appraisal of the
Property prior to any sale or sales thereof which may be made pursuant to any provision herein or
pursuant to any decree, judgment or order of any court of competent jurisdiction, (ii) exempts any
of the Property or any other property, real or personal, or any part of the proceeds arising from any
sale thereof, from attachment, levy or sale under execution, (iii) provides for any stay of execution,
moratorium, marshalling of assets, exemption from civil process, redemption or extension of time
for payment, (iv) requires Lender to institute proceedings in mortgage foreclosure against the
Property before exercising any other remedy afforded Lender hereunder with respect to any
Default, (v) affects any of the terms, covenants, conditions or provisions of this Deed of Trust, or
(vi) conflicts with or may affect, in a manner which may be adverse to Lender or Trustee, any
provision, covenant, condition or term of this Deed of Trust or any other Loan Document, nor shall
Grantor at any time after any sale or sales of the Property pursuant to any provision herein,
including, but without limiting the generality of the foregoing, after any sale pursuant to a
judgment of foreclosure, claim or exercise any right under any present or future statute, law, stay,
moratorium, regulation or judicial decision to redeem the Property or the portion thereof so sold.
(a) Grantor hereby waives the right, if any, to require any sale to be made in
parcels, or the right, if any, to select parcels to be sold, and there shall be no requirement for
marshalling of assets with respect to either the Property or any other collateral.
(b) Grantor hereby consents to service in the manner provided for notices as set
forth in Section 8.01 of the Loan Agreement.
3.8 Receiver. If a Default exists, Lender or Trustee, to the extent permitted by law and
without notice to Grantor or regard to the value of the Property or the adequacy of the security or
occupancy of the Property, shall be entitled as a matter of right if it so elects to the appointment of
a receiver to enter upon and take possession of the Property and to collect all rents, revenues,
issues, income, product and profits thereof and apply the same as the court may direct. The
receiver shall have all rights and powers permitted under the laws of the jurisdiction where the
Property is located and such other powers as the court making such appointment shall confer. The
expenses, including receiver's fees, attorneys' fees, costs and Lender's compensation, incurred
pursuant to the powers herein contained shall be secured by this Deed of Trust. The right to enter
and take possession of and to manage and operate the Property, and to collect the rents, issues and
profits thereof, whether by a receiver or otherwise, shall be cumulative to any other right or remedy
hereunder or afforded by law, and may be exercised concurrently therewith or independently
thereof. Lender and Trustee shall be liable to account only for such rents, issues and profits
actually received by Lender and Trustee, respectively. Notwithstanding the appointment of any
receiver or other custodian, Lender and Trustee shall be entitled as pledgee to the possession and
control of any cash, deposits, or instruments at the time held by, or payable or deliverable under
the terms of this Deed of Trust to, Lender and Trustee.
15

3.9 Suits to Protect the Property. Lender and Trustee shall have the power and authority
to institute and maintain any suits and proceedings as Lender or Trustee may deem advisable to (i)
prevent any impairment of the Property by any acts which may be unlawful or any violation of this
Deed of Trust, (ii) preserve or protect Lender's and Trustee's interest in the Property, and (iii)
restrain the enforcement of or compliance with any legislation or other governmental enactment,
rule or order that may be unconstitutional or otherwise invalid, if the enforcement of or compliance
with such enactment, rule or order might impair the security hereunder or be prejudicial to Lender's
and Trustee's interest.
Grantor agrees that if any action or proceeding be commenced, excepting an action to
foreclose this Deed of Trust or to collect the indebtedness hereby secured, to which action or
proceeding Lender or Trustee is a party by reason of the execution of this Deed of Trust or the
other Loan Documents, or in which it becomes necessary to defend or uphold the lien of this Deed
of Trust, all sums paid by Lender and Trustee for the expense of any litigation to prosecute or
defend the transaction and the rights and lien created hereby (including, without limitation,
reasonable attorneys' fees) shall be paid by Grantor together with interest thereon from the date of
payment by Lender or Trustee at the rate applicable to the respective Loans under the Loan
Agreement. All such sums paid and the interest thereon shall be a lien upon the Property, and shall
be secured hereby.
3.10 Proofs of Claim. In the case of any receivership, insolvency, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceedings affecting
Grantor or any guarantor, co -maker or endorser of any of Grantor's obligations, its creditors or its
property, Lender and Trustee, to the extent permitted by law, shall be entitled to file such proofs
of claim and other documents as may be necessary or advisable in order to have Lender's and
Trustee's claims allowed in such proceedings for the entire amount due and payable by Grantor
under this Deed of Trust and any other Loan Document, at the date of the institution of such
proceedings, and for any additional amounts which may become due and payable by Grantor after
such date.
3.11 Grantor to Pay the Indebtedness on Any Default in Payment; Application of Monies
Lender and Trustee.
(a) If a Default exists, then, upon demand by Lender or Trustee, Grantor shall
pay to Lender or Trustee the whole amount which then shall have become due and payable under
the Loan Documents. If Grantor shall fail to pay such amounts forthwith upon such demand,
Lender or Trustee shall be entitled to sue for and to recover judgment against Grantor for the whole
amount so due and unpaid together with costs and expenses, including without limitation the
reasonable compensation, expenses and disbursements of Lender's or Trustee's attorneys and
other representatives, either before, after or during the pendency of any proceedings for the
enforcement of this Deed of Trust. The right of Lender and Trustee to recover such judgment shall
not be affected by any taking possession or foreclosure sale hereunder, or by the exercise of any
other right, power or remedy for the enforcement of the terms of this Deed of Trust, or the
foreclosure of the lien hereof.
16

(b) In case of a foreclosure sale of all or any part of the Property and of the
application of the proceeds of sale to the payment of the sums secured hereby, Lender and Trustee
shall be entitled to enforce payment from Grantor of all amounts then remaining due and unpaid
and to recover judgment against Grantor for any portion thereof remaining unpaid, with interest.
(c) Grantor hereby agrees, to the extent permitted by law, that no recovery of
any such judgment by Lender or Trustee and no attachment or levy of any execution upon any of
the Property or any other property shall in any way affect the lien of this Deed of Trust upon the
Property or any part thereof or any lien, rights, powers or remedies of Lender or Trustee hereunder,
but such lien, rights, powers and remedies shall continue unimpaired as before.
(d) Any monies collected or received by Lender or Trustee under this Section
3.11 shall be applied to the payment of compensation, expenses and disbursements of the attorneys
and other representatives of Lender or Trustee, and the balance remaining shall be applied to the
Secured Obligations in accordance with the Loan Agreement.
(e) The provisions of this paragraph shall not be deemed to limit or otherwise
modify the provisions of any guaranty of the Secured Obligations.
3.12 Discontinuance of Proceedings; Position of Parties Restored. If Lender or Trustee
shall have proceeded to enforce any right or remedy under this Deed of Trust by foreclosure, entry
or otherwise and such proceedings shall have been discontinued or abandoned for any reason, or
such proceedings shall have resulted in a final determination adverse to Lender, then and in every
such case, to the extent permitted by law, Grantor and Lender and Trustee shall be restored to their
former positions and rights hereunder, and all rights, powers and remedies of Lender and Trustee
shall continue as if no such proceedings had occurred or had been taken and no such proceedings
or actions shall be deemed to be a cure by Grantor or a waiver by Lender or Trustee of any default
hereunder or under any other Loan Document.
3.13 Limitation on Lender's Duty in Respect of Property. Trustee and Lender shall use
reasonable care with respect to the Property in its possession or under its control. Neither Trustee
nor Lender shall have any other duty as to any Property in its possession or control or in the
possession or control of any agent or nominee of Trustee or Lender, or any income thereon or as
to the preservation of rights against prior parties or any other rights pertaining thereto.
3.14 Reinstatement. This Deed of Trust shall remain in full force and effect and continue
to be effective should any petition be filed by or against Grantor for liquidation or reorganization,
should Grantor become insolvent or make an assignment for the benefit of any creditor or creditors
or should a receiver or trustee be appointed for all or any significant part of Grantor's assets, and
shall continue to be effective or be reinstated, as the case may be, if at any time payment and
performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the
Secured Obligations, whether as a "voidable preference," "fraudulent conveyance," or otherwise,
all as though such payment or performance had not been made. In the event that any payment, or
any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be
17

reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored
or returned.
3.15 No Waiver, Cumulative Remedies. Neither Trustee nor Lender shall by any act,
delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder,
and no waiver shall be valid unless in writing, signed by Lender and Trustee and then only to the
extent therein set forth. A waiver by Lender and Trustee of any right or remedy hereunder on any
one occasion shall not be construed as a bar to any right or remedy which Lender or Trustee would
otherwise have had on any future occasion. No failure to exercise nor any delay in exercising on
the part of Trustee or Lender, any right, power or privilege hereunder, shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude
any other or future exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies hereunder provided are cumulative and may be exercised singly or
concurrently, and are not exclusive of any rights and remedies provided by law. None of the terms
or provisions of this Deed of Trust may be waived, altered, modified or amended except by an
instrument in writing, duly executed by Lender, Trustee and Grantor.
3.16 Limitation by Law. All rights, remedies and powers provided in this Deed of Trust
may be exercised only to the extent that the exercise thereof does not violate any applicable
provision of law, and all the provisions of this Deed of Trust are intended to be subject to all
applicable mandatory provisions of law that may be controlling and to be limited to the extent
necessary so that they shall not render this Deed of Trust invalid, unenforceable, in whole or in
part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.
3.17 Payment of Costs and Expenses. Grantor further agrees to pay or reimburse Lender
for all costs, expenses and other advances which may be incurred or made by Lender or Trustee to
protect or preserve the Property or to enforce any terms of this Deed of Trust, including the exercise
of any rights or remedies afforded to Lender or Trustee or both of them under this Article III,
whether any lawsuit is filed or not, or in defending any action or proceeding arising under or
relating to this Deed of Trust, including reasonable attorneys' fees and other legal costs, costs of
any sale of the Property and any cost of evidence of title; provided, however, that the foregoing
indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses to the extent
attributable to Lender or Trustee's fraud, gross negligence or willful misconduct. Notwithstanding
anything to the contrary herein, any attorneys' fees payable or awarded under this Deed of Trust
shall be based on actual time worked and the regular billing rates of such attorneys.
ARTICLE 4
MISCELLANEOUS PROVISIONS
4.1 Addresses for Notices, Etc. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval, declaration or other
communication shall or may be given to or served upon any of the parties by any other party, or
whenever any of the parties desires to give and serve upon any other party any communication
with respect to this Deed of Trust, each such notice, demand, request, consent, approval,
In

declaration or other communication shall be in writing and shall be given in the manner, and
deemed received, as provided for in the Loan Agreement.
4.2 Severability. Whenever possible, each provision of this Deed of Trust shall be
interpreted in a manner as to be effective and valid under applicable law, but if any provision of
this Deed of Trust shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Deed of Trust. This Deed of Trust is to be read,
construed and applied together with the Loan Agreement and the other Loan Documents which,
taken together, set forth the complete understanding and agreement of Trustee, Lender, and
Grantor with respect to the matters referred to herein and therein.
4.3 Termination. Subject to Section 3.14 hereof, when all of the Secured Obligations
have been paid in full in cash and all commitments to make any loans have terminated, in
accordance with the Loan Agreement, this Deed of Trust shall automatically terminate, and Trustee
shall promptly reconvey the Property, or so much of it as is then held under this Deed of Trust,
without warranty to Grantor or the person or persons legally entitled to it. Neither Lender nor
Trustee shall have any duty to determine the rights of persons claiming to be rightful grantees of
any such reconveyance. When the Property has been fully released, the last release will operate,
as applicable, as a reassignment of all future Rents of the Property to the person legally entitled.
4.4 Successors and Assigns. This Deed of Trust and all obligations of Grantor
hereunder shall be binding upon the successors and assigns of Grantor (including any debtor -in -
possession on behalf of Grantor) and shall, together with the rights and remedies of Lender and
Trustee, for the benefit of Lender, hereunder, inure to the benefit of Lender, Trustee, all future
holders of any instrument evidencing any of the Secured Obligations and their respective
successors and assigns. No sales of participations, other sales, assignments, transfers or other
dispositions of any agreement governing or instrument evidencing the Secured Obligations or any
portion thereof or interest therein shall in any manner affect the Lien granted to Lender, and/or
Trustee, for the benefit of Lender, hereunder. Grantor may not assign, sell, hypothecate or
otherwise transfer any interest in or obligation under this Deed of Trust.
4.5 Counterparts. This Deed of Trust may be executed in any number of separate
counterparts, each of which shall collectively and separately constitute one and the same
agreement.
4.6 GOVERNING LAW. THIS DEED OF TRUST, AND ITS VALIDITY,
ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED BY AND
CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH AND
PURSUANT TO THE LAWS OF THE STATE OF NORTH CAROLINA (WITHOUT REGARD
TO ANY CONFLICT OF LAWS PRINCIPLES) AND APPLICABLE UNITED STATES
FEDERAL LAW.
4.7 Inconsistent Provisions. To the extent that any of the provisions of this Deed of
Trust is inconsistent with the provisions of the Loan Agreement covering the same subject matter,
the provisions of the Loan Agreement shall control.
19

4.8 Section Titles. The Section titles contained in this Deed of Trust are and shall be
without substantive meaning or content of any kind whatsoever and are not a part of the agreement
between the parties hereto.
4.9 No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Deed of Trust. In the event an ambiguity or question of intent or
interpretation arises, this Deed of Trust shall be construed as if drafted jointly by the parties hereto
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provisions hereof.
4.10 Advice of Counsel. Each of the parties represents to each other party hereto that it
has discussed this Deed of Trust with its counsel.
4.11 Benefit of Secured Parties. All Liens granted or contemplated hereby shall be for
the benefit of Trustee and Lender, and all proceeds or payments realized from the Property in
accordance herewith shall be applied to the Secured Obligations in accordance with the terms of
the Loan Agreement.
ARTICLE 5
DEED OF TRUST PROVISIONS
5.1 Concerning the Trustee. Trustee shall be under no duty to take any action hereunder
except as expressly required hereunder or by law or to perform any act which would involve
Trustee in any expense or liability or to institute or defend any suit in respect hereof, unless
properly indemnified to Trustee's reasonable satisfaction. Trustee, by acceptance of this Deed of
Trust, covenants to perform and fulfill the trusts herein created. Trustee shall not be answerable
or accountable hereunder except for its own willful misconduct or gross negligence, and Grantor
agrees to indemnify, defend and hold Trustee harmless from and against any cost, loss, damage,
liability or expense (including, without limitation, reasonable attorneys' fees and disbursements)
which Trustee may incur or sustain in the exercise or performance of its powers and duties
hereunder. Trustee hereby waives any statutory fee and agrees to accept reasonable compensation,
in lieu thereof, for any services rendered by Trustee in accordance with the terms hereof. Trustee
may resign at any time upon giving at least thirty (30) days' written notice to Grantor and Lender.
In the event of the death, removal, resignation, refusal or inability to act of Trustee, or in its sole
discretion for any reason whatsoever or for no reason, Lender may, without notice and without
specifying any reason therefor and without applying to any court, select and appoint a successor
trustee, by an instrument recorded wherever this Deed of Trust is recorded, and all powers, rights,
duties and authority of Trustee, as aforesaid, shall thereupon become vested in such successor.
Such substitute trustee shall not be required to give bond for the faithful performance of the duties
of Trustee hereunder unless required by Lender. The procedure provided for in this paragraph for
substitution of Trustee shall be in addition to and not in exclusion of any other provisions for
substitution, by law or otherwise.
5.2 Trustee's Fees. Grantor shall pay all reasonable, documented costs, customary fees
and expenses incurred by Trustee (such Trustee fee not to exceed five percent (5%) of the gross
20

proceeds of any foreclosure sale; provided however in the event no such sale is held then Trustee
shall be entitled to customary compensation as otherwise permitted under N.C.G.S. § 45-
21.15(b)(3)) and Trustee's counsel in connection with the performance by Trustee of Trustee's
duties hereunder, and all such costs, fees and expenses shall be secured by this Deed of Trust.
Notwithstanding anything to the contrary herein, any attorneys' fees payable or awarded under
this Deed of Trust shall be based on actual time worked and the regular billing rates of such
attorneys.
5.3 Certain Rights. Trustee shall not be personally liable in case of entry by Trustee,
or anyone entering by virtue of the powers herein granted to Trustee, upon the Property for debts
contracted for or liability or damages incurred in the management or operation of the Property.
Trustee shall have the right to rely on any instrument, document, or signature authorizing or
supporting an action taken or proposed to be taken by Trustee hereunder, which is believed by
Trustee in good faith to be genuine.
5.4 Retention of Money. All moneys received by Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were received, but need not be
segregated in any manner from any other moneys (except to the extent required by applicable law),
and Trustee shall be under no liability for interest on any moneys received by Trustee hereunder.
5.5 Perfection of Appointment. Should any deed, conveyance or other instrument of
any nature be required from Grantor by Trustee or any substitute trustee to more fully and certainly
vest in and confirm to Trustee or such substitute trustee the estates, rights, powers, and duties
conferred hereunder unto Trustee, then, upon request by Trustee or such substitute trustee, any and
all such deeds, conveyances and instruments shall be made, executed, acknowledged, and
delivered and shall be caused to be recorded and/or filed by Grantor at its sole expense.
5.6 Succession Instruments. Any substitute trustee appointed pursuant to any of the
provisions hereof shall, without any further act, deed or conveyance, become vested with all the
estates, properties, rights, powers, and trusts of its predecessor in the rights hereunder with like
effect as if originally named as Trustee herein; but nevertheless, upon the written request of Lender
or of the substitute trustee, the predecessor trustee ceasing to act shall execute and deliver any
instrument transferring to such substitute trustee, upon the trusts herein expressed, all of the estates,
properties, rights, powers and trusts of such predecessor trustee so ceasing to act, and shall duly
assign, transfer and deliver any of the property and moneys held by such trustee to such substitute
trustee.
ARTICLE 6
FUTURE ADVANCES
6.1 Future Advances. All terms and conditions under which future advances may be
made are set forth in the Loan Agreement, which is incorporated herein by reference. Future
advances shall be made pursuant to the provisions of Section 45-67 et seq. of the North Carolina
General Statutes. This Deed of Trust secures payment of Secured Obligations including present
and future advances. No execution of a written instrument or notation shall be necessary to
21

evidence or secure any future advances made hereunder. This Deed of Trust secures all present
and future credit extensions made by the Lender under the Loan Documents, and all other sums
from time to time owing to the Lender by Grantor and/or the other Loan Parties under the Loan
Documents. The maximum principal that may be secured by this instrument at any one time is
Twenty -Five Million Dollars and 00/100 Cents ($25,000,000.00). The time period within which
such future disbursements are to be made is the period between the date hereof and the date two
(2) years from the date hereof.
[Signature follows on next page]
22

IN WITNESS WHEREOF, Grantor has executed this Deed of Trust as of the date first
above written_
CAROLINA POULTRY POWER RG2, LLC,
a North Carolina limited liability company
By:�
Name: Richard Deming
Title. Chief Executive Officer
STATE OF Cif j
S5.
COUNTY OF
On this day of '- , 2022, before me, a Notary Public in and for said State,
personally appeared Richard Deming; the Chief Executive Officer of Carolina Poultry Power
RG2, LLC, known to me to be the person who executed the within Leasehold Deed of Trust,
Security Agreement and Fixture Filing on behalf of said company, and acknowledged to
me that he executed the same for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in
the County or City and State aforesaid, the day and year first above written.
(SEAL)
Notary Phis P 3 _ i
My Commission Expires:
1
KELLY RENEE GOODMAN
Notary Public
North Carolina
Pitt County
Signature Page
to
Leasehold Deed of Trust

VXATRTT A
LEGAL DESCRIPTION
Lying and being situate in Wilson County, North Carolina, and being more particularly described
as follows:
The premises and easement rights described in that certain Lease Agreement, dated June 24, 2021,
as amended, between Stockport Limited Partnership and Carolina Poultry Power RG2, LLC, a
memorandum of which is recorded in Book 2983, Page 528 , in the office of the Register of Deeds
of Wilson County, and more particularly described as follows:
Premises:
Beginning at an iron pipe on the western right-of-way of the Norfolk -Southern Railroad. Said point
being the eastern common corner of the Timothy Early Rhodes property as described in the Deed
Book 2698, Page 75 of the Wilson County Register of Deeds office and the City of Wilson property
as shown in Plat Book 40, Pages 242-243. From the above -described beginning, so located running
thence as follow:
Leaving the western right-of-way of the Norfolk -Southern Railroad right-of-way and with the
northern line of the said Rhodes property, S 83 °09' 15" W 405.61', thence leaving said Rhodes
northern line, N 37012'06" W 559.49', thence N 52047'54" E 350.00' to an iron pipe on the
western right-of-way of the Norfolk -Southern Railroad right-of-way, thence with said railroad
right-of-way, S 37012'06" E 764.47' to the point of beginning containing 5.319 acres.
Easement Area:
Beginning at a point located S 52047'54" W 350.00' from an iron pipe on the western right-of-
way of the Norfolk -Southern Railroad right-of-way. Said point on Railroad right-of-way being
located N 37012'06" W 764.47' as measured along the western right-of-way of the Norfolk -
Southern Railroad right-of-way from an iron pipe located at the eastern common corner of the
Timothy Earl Rhodes property described in Deed Book 2698, Page 75 and the City of Wilson
property as shown in Plat Book 40, Pages 242-243 both of the Wilson County Register of Deeds
Office. From the above -described beginning, so located, running thence as follows:
S 37012'06" E 20.00', thence S 52047'54" W 810.53', thence S 18058'52" E 95.68' to the northern
line of the aforesaid Timothy Early Rhodes property, thence with said Rhodes property S
71027'08" W 20.00', thence leaving said Rhodes line, N 18058'52" W 110.00', thence N
52047'54" E 825.00' to the point of beginning containing 0.423 acre.
Together with:
Together with easements rights in an Easement Agreement recorded in Book 2983 at Page 512
Wilson County Registry, North Carolina.

FXHTRTT R
PERMITTED EXCEPTIONS
Those exceptions set forth as Items #2, 3, 4, 5, 9, 13, 14, 17, 18, 20, 21, 22, 23, 24, 25,
26, 28, 31, and 32 on Schedule B-11 of that certain ALTA Commitment for Title Insurance (the
"Title Commitment") for the Premises, which Title Commitment has been issued by Investor's
Title Commercial Agency as issuing agent for Old Republic National Title Insurance Company,
with an Effective Date of September 7, 2022, and bearing the Commitment Number
#202140084CAO.

Type: CRP
Recorded: 9/15/2022 9:04:15 AM
Fee Amt: $64.00 Page 1 of 26
Wilson, NC
Lisa J. Stith Register of Deeds
BK 2983 PG 612 - 637
Prepared by and after recording return to:
Brodnan & Budd, LLC
999 Peachtree Street NE
Suite 1105
Atlanta, Georgia 30309
Attention: Matthew P. Brodnan, Esq.
STATE OF NORTH CAROLINA) LEASEHOLD DEED OF TRUST,
SECURITY AGREEMENT AND
COUNTY OF WILSON ) FIXTURE FILING
COLLATERAL IS AND INCLUDES FIXTURES
THIS DEED OF TRUST SECURES FUTURE ADVANCES
Dated September 13, 2022
Location: 3100 Stantonsburg Road, Wilson, North Carolina 27893
Grantor's Organizational ID Number: 1500841
submitted electronically by "Investors Title Insurance company"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Wilson county Register of Deeds.

LEASEHOLD DEED OF TRUST,
SECURITY AGREEMENT AND FIXTURE FILING
THIS LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE
FILING (as amended, supplemented or otherwise modified from time to time, this "Deed of
Trust"), is made as of September 13, 2022, by Carolina Poultry Power RG2, LLC, a North
Carolina limited liability company, having an address of 3697 North Main Street, Farmville, North
Carolina 27828, as trustor (the "Grantor"), to Investor's Title Commercial Agency as issuing agent
for Old Republic National Title Insurance Company, having an address of 5925 Carnegie
Boulevard, Suite 550, Charlotte, North Carolina 28209, as trustee (the "Trustee"), for the benefit
of West Town Bank & Trust, an Illinois chartered bank with an address at 4850 Falls of Neuse
Road, Suite 202, Raleigh, North Carolina 27615, as beneficiary (together with its successors and
assigns, the "Lender" or the `Beneficiary").
RECITALS:
WHEREAS, Grantor is the legal owner and holder of the lessee's interest under that certain
Lease Agreement, dated as of June 24, 2021 by and between Stockport Limited Partnership (the
"Lessor"), and the Grantor, and as evidenced by that certain Memorandum of Lease, recorded on
September 14, 2022, in Book 2983 Page 528 , Wilson County Registry (as may
be amended, supplemented, amended and restated or otherwise modified from time to time
hereafter, unless not consented to by Lender to the extent required by this Deed of Trust, the
"Ground Lease"), which Ground Lease affects the real property described on Exhibit A hereto
(the "Real Property").
WHEREAS, pursuant to that certain Loan Agreement dated as of even date herewith
evidencing a loan in the original aggregate principal amount of Nine Million Dollars and 00/100
Cents ($9,000,000.00), and that certain Loan Agreement dated as of even date herewith evidencing
a loan in the original aggregate principal amount of One Million Four Hundred Seventeen
Thousand Five Hundred Six Dollars and 00/100 Cents ($1,417,506.00) (as each may be amended,
supplemented or otherwise modified from time to time, individually or collectively as the context
may require, the "Loan Agreement"), each between Grantor (in such capacity, the "Borrower")
and the Lender, the Lender has agreed to make loans in the original aggregate principal amount of
Ten Million Four Hundred Seventeen Thousand Five Hundred Six Dollars and 00/100 Cents
($10,417,506.00) (individually or collectively as the context may require, the "Loan") in order to
finance a portion of the costs of the development and installation of a biomass facility owned by
Borrower and located on the Real Property. The Loan bears interest as provided in the Loan
Agreement on the principal amount of the Note (as defined in the Loan Agreement) from time to
time outstanding, and the interest rate applicable to the Loan varies from time to time in accordance
with formula set forth in the Note.
WHEREAS, Grantor is executing this Deed of Trust pursuant to the Loan Agreement. All
capitalized terms used but not otherwise defined herein have the meanings provided in the Loan
Agreement.

GRANTING CLAUSE
NOW THEREFORE, Grantor, for the purpose of securing all present and future debts,
obligations and liabilities, whether such debts, obligations or liabilities be direct or indirect,
primary or secondary, joint or several, fixed or contingent, of Grantor arising pursuant to, and/or
on account of, the provisions of this Deed of Trust, the Loan Agreement or any of the other Loan
Documents, including, without limitation, the obligations (1) to pay all Obligations (as defined in
the Loan Agreement), including without limitation, all principal, interest, late charges, prepayment
premiums (if any) and other amounts due at any time under the Loan Agreement or any of the
other Loan Documents, (2) to pay all expenses, indemnification payments, fees and other amounts
due at any time under this Deed of Trust, the Loan Agreement or any of the other Loan Documents,
together with interest thereon as herein or therein provided, (3) to perform, observe and comply
with all of the other terms, covenants and conditions, expressed or implied, which Grantor is
required to perform, observe or comply with pursuant to this Deed of Trust, the Loan Agreement
or any of the other Loan Documents, and (4) to pay and perform all future advances (including
without limitation any expenditures for insurance, taxes and assessments or other necessary
expenditures for the protection of the value of the Property (as hereinafter defined)) and other
obligations that Grantor or any successor in ownership of all or part of the Property may agree to
pay and/or perform (whether as principal, surety or guarantor) for the benefit of Lender
(collectively, the "Secured Obligations"), and in consideration of the Recitals above stated, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, hereby irrevocably mortgages, pledges, warrants, gives, grants, assigns, bargains,
sells, releases, transfers, aliens, enfeoffs and conveys to Trustee, and Trustee's successors and
assigns, in trust with power of sale for the benefit of Lender, all of the right, title and interest of
Grantor in and to all of the following property (collectively, the "Property"):
(A) Leasehold Estate: Grantor's leasehold estate (the "Leasehold Estate") created, and
owned by Grantor, by virtue of the Ground Lease, which Ground Lease demises the Real Property
more particularly described in the Ground Lease and all of Grantor's right, title and interest in, to
and under the Ground Lease, including without limitation, all credits, deposits, options, right to
terminate, rights of first refusal or first offer and all privileges of Grantor thereunder;
(B) Land: All estates therein now owned or hereafter acquired by Grantor for use or
development with the Real Property or any portion thereof, together with all and singular the
tenements, rights, easements, hereditaments, rights of way, privileges, liberties, appendages and
appurtenances now or hereafter belonging or in any way pertaining to the Real Property and estates
therein; all development rights, air rights, water, water rights, water stock, gas, oil, minerals, coal
and other substances of any kind or character underlying or relating to the Real Property; all estate,
claim, demand, right, title or interest of Grantor in and to any street, road, highway, or alley
adjoining the Real Property or any part thereof, all strips and gores belonging, adjacent or
pertaining to the Real Property; and, any after -acquired title to any of the foregoing (herein
collectively referred to as the "Land");
(C) Improvements and Fixtures: All buildings, structures and other improvements and
any additions and alterations thereto or replacements thereof, now or hereafter built, constructed
or located upon the Land, and all articles of property which are considered fixtures under
2

applicable law (including the Biomass Facility (as defined below), to the extent constituting
fixtures) and a part of the real property encumbered hereby (such buildings, structures and other
improvements and fixtures are herein collectively referred to as the "Improvements"). The Land,
the Improvements and Grantor's Leasehold Estate in any other property constituting real estate
under applicable law are herein collectively referred to as the "Premises";
(D) Biomass Equipment and Other Personal Property. The biomass facility owned by
Borrower, including without limitation any and all equipment or property related to the support,
operation, maintenance and connected in any way to that biomass project installed or placed, or to
be installed or placed on the Real Property (collectively, the "Biomass Facility"), and all other
equipment and all other tangible property of any kind or character now or hereafter owned by
Grantor, regardless of whether located on the Land or located elsewhere;
(E) Intangibles: To the extent assignable, all goodwill, trademarks, trade names, option
rights, purchase contracts, real and personal property tax refunds, books and records and general
intangibles of Grantor relating to the Premises and the Biomass Facility and all accounts, contract
rights, instruments, chattel paper and other rights of Grantor for the payment of money for property
sold or lent, for services rendered, for money lent, or for advances or deposits made, and any other
intangible property of Grantor relating to the Premises;
(F) Plans: To the extent assignable, all plans and specifications, designs, drawings and
other information, materials and matters heretofore or hereafter prepared relating to the
Improvements, the Biomass Facility or any construction on the Land;
(G) Permits: To the extent assignable, all permits, franchises, licenses, approvals and
other authorizations respecting the use, occupation and operation of the Premises, the Biomass
Facility and every part thereof and respecting any business or other activity conducted on or from
the Premises, and any product or proceed thereof or therefrom, including, without limitation, all
building permits and other licenses, permits and approvals issued by governmental authorities
having jurisdiction;
(H) Contracts: To the extent assignable, all agreements, contracts, certificates,
instruments, warranties, appraisals, engineering, environmental, soils, insurance and other reports
and studies, books, records, correspondence, files and advertising materials, and other documents,
now or hereafter obtained or entered into, as the case may be, pertaining to the construction, use,
possession, operation, management, leasing, maintenance and/or ownership of the Premises;
(I) Rents: All rents, royalties, income, issues, profits, revenues and other benefits to
which Grantor may now or hereafter be entitled from the property described in (A) through (H)
above (collectively, the "Rents") to be applied against the Secured Obligations;
Q) Leases: All leases (other than the Ground Lease), subleases, underlettings,
concession agreements, licenses and other occupancy agreements (collectively, the "Leases"),
whether written or oral, which now or hereafter may affect the property described in (A) through
(H) above, together with all security therefor and all monies payable thereunder, and all books and
records which contain payments made under the Leases and all security therefor;
3

(K) Proceeds: Subject to Applicable Laws, all proceeds of the conversion, voluntary or
involuntary of any of the foregoing into cash or liquidated claims, including, without limitation,
proceeds of insurance and condemnation awards;
(L) Collateral: To the extent not otherwise described in (A) through (K) above, all the
"Collateral", as such term is defined in the Loan Agreement; and
(M) Other Property: All other property and rights of Grantor of every kind and character
relating to the Premises, all proceeds and products of any of the foregoing.
AND, without limiting any of the other provisions of this Deed of Trust, Grantor expressly
grants to Lender, as secured party, a security interest in all of those portions of the Property which
are or may be subject to the Uniform Commercial Code provisions applicable to secured
transactions in the State of North Carolina (the "State").
TO HAVE AND TO HOLD THE PROPERTY unto Trustee, its successors and assigns, in
trust, forever until termination in accordance with Section 4.3 hereof, upon the trusts, terms and
conditions and for the uses and purposes hereinafter set out.
ARTICLE 1
WARRANTIES, REPRESENTATIONS AND COVENANTS
Grantor warrants, represents, covenants and agrees with Lender and Trustee, as follows:
1.1 Payments. Grantor agrees that it will duly and punctually pay and perform, or cause
to be paid and performed, each of the Secured Obligations at the time and in accordance with the
terms of the Loan Agreement and the other Loan Documents.
1.2 Title to Property; Liens. (a) Grantor has a valid, enforceable Leasehold Estate and
Grantor has lawful authority to encumber and convey the Property; (b) the Property is free and
clear of all Liens except for Liens expressly permitted on the Property under the Loan Agreement
and the encumbrances on the Premises set forth on Exhibit B attached hereto (collectively,
"Permitted Exceptions") and Grantor shall at all times keep the Property free and clear of all
Liens other than the Permitted Exceptions; (c) Grantor will maintain and preserve the lien of this
Deed of Trust until termination in accordance with Section 4.3 hereof, (d) to the best of Grantor's
knowledge, there are presently no leases (other than the Ground Lease and the Master Lease),
subleases, underlettings, concession agreements, licenses or other occupancy agreements affecting
the Property or any other parties in possession, other than Grantor, at the Premises; (e) Grantor
fully warrants and will forever defend the title to the Property against the claims of all Persons
whosoever claiming or to claim the same or any part thereof, other than those claims relating to
Permitted Exceptions, and Grantor agrees that the foregoing covenant shall not be extinguished by
any foreclosure of this Deed of Trust but shall run with the Leasehold Estate; and (f) Grantor will
not, without the prior written consent of Lender, (i) initiate or support any zoning reclassification
of the Land or use or permit the use of the Property in a manner which would result in such use
becoming a nonconforming use under applicable zoning ordinances or the Ground Lease, (ii)
M

impose or consent to the imposition of any public or private restrictive covenants upon the Land,
(iii) execute, file or consent to any subdivision plat affecting the Land or consent to the annexation
of the Land to any municipality, or (iv) knowingly permit or suffer the Land to be used by the
public or any Person in such manner as might make possible a claim of adverse usage or possession
or of any implied dedication or easement.
1.3 Status of Property. (a) Grantor has obtained or will obtain, and will maintain in full
force and effect, in each case to the extent required by the Ground Lease, all certificates, licenses,
permits and other approvals necessary for the operation and use of the Property, including without
limitation all zoning, building code, land use and other similar permits or approvals; (b) to the best
of Grantor's knowledge, the Premises and the present and contemplated use and occupancy thereof
are in full compliance with all applicable zoning ordinances, building codes, land use laws and
other similar laws and none of the Improvements or the Biomass Facility lies outside of the
boundaries of the Land or the applicable building restriction lines and no improvements on
adjoining properties materially encroach upon the Land; (c) to the best of Grantor's knowledge,
the Premises are served by all utilities required for the current or contemplated use thereof, and (d)
to the best of Grantor's knowledge, all public roads and streets necessary for service of and access
to the Premises for the current or contemplated use thereof have been completed, are serviceable
and are physically and legally open for use by the public.
1.4 Title Insurance. Concurrently with the execution and delivery of this Deed of Trust,
Grantor, at its expense, has obtained and delivered to Lender a loan policy or policies of title
insurance in the amount, and in form and substance, reasonably satisfactory to Lender naming
Lender as the insured, insuring the title to and the first mortgage lien of this Deed of Trust on the
Leasehold Estate, subject only to the Permitted Exceptions, with endorsements reasonably
requested by Lender. Grantor has duly paid or caused to be paid in full all premiums and other
charges due in connection with the issuance of such policy or policies of title insurance. All
proceeds received by and payable to Lender for any loss under the loan policy or policies of title
insurance delivered to Lender pursuant hereto, or under any policy or policies of title insurance
delivered to Lender in substitution therefor or replacement thereof, shall be the property of Lender
and shall be applied by Lender in accordance with the Loan Agreement without affecting the lien
of this Deed of Trust for the full amount secured hereby before such payment took place.
1.5 Payment of Taxes. Grantor shall pay or cause to be paid all taxes, assessments and
governmental charges which are or may become a lien on the Property or which are assessed
against or imposed upon the Property in accordance with the terms and conditions of the Loan
Agreement; except to the extent required to be paid by Lessor under the Lease.
1.6 Insurance; Casualty. Grantor shall at its sole expense obtain for, deliver to, and
maintain for the benefit of Lender insurance in accordance with and to the extent required by
Section 5.05 of the Loan Agreement insuring the Property; except to the extent required to be
obtained and maintained by Lessor under the Lease. All proceeds of such insurance shall be
applied in accordance with the Loan Agreement without affecting the lien of this Deed of Trust
for the full amount secured hereby before such payment took place. Grantor promptly shall comply
with, and shall cause the Property to comply with, (a) all of the provisions of each such insurance
policy required under this Section 1.61 and (b) all of the requirements of the insurers thereunder
E

applicable to Grantor or to any of the Property or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration, repair or restoration of any of the Property. In the event of
foreclosure of this Deed of Trust or other transfer of title to the Leasehold Estate in extinguishment
of the indebtedness secured hereby, all right, title and interest of Grantor in and to any insurance
policies then in force shall pass to the purchaser or grantee.
1.7 Condemnation. As of the date hereof, Grantor has not received any written notice
of any proceeding for the condemnation or other taking of the Property or any part thereof and has
no knowledge that any such proceeding is contemplated. Grantor shall, promptly upon learning
of the institution of any such proceeding, notify Lender of the pendency of such proceeding, and
agrees that Lender may participate in any such proceeding as permitted under the Loan Agreement
and Grantor from time to time will deliver to Lender all instruments reasonably requested by
Lender to permit such participation. Subject to Applicable Laws, (i) Lender is hereby authorized
to collect any and all awards, payments or other proceeds of any such condemnation or taking
payable to Grantor ("Condemnation Proceeds"), and (ii) Condemnation Proceeds shall be applied
in accordance with the terms of the Loan Agreement without affecting the lien of this Deed of
Trust for the full amount secured hereby before such award took place. Grantor agrees to execute
such further assignments of any Condemnation Proceeds as Lender may require.
1.8 Care of the Property. Except as otherwise permitted under the Loan Agreement,
Grantor (a) shall not abandon the Property, (b) shall preserve and maintain the Property in good
condition and repair, ordinary wear and tear excepted, and (c) no part of the Property shall be
disposed of, removed, replaced or demolished in any manner, without the prior written consent of
Lender.
1.9 Transfer of the Property. Except as otherwise permitted under the Loan Agreement,
there shall be no sale, conveyance, transfer, lease, assignment, sublease, pledge or further
encumbrance or transfer of any interest in any part of the Property, without the prior written
consent of Lender.
1.10 Leasehold Deed of Trust Provisions. Grantor further covenants, warrants and
represents, as follows:
(a) Grantor represents and warrants that (i) subject to the terms of the
Landlord's Release and Waiver Agreement executed by the Lessor, dated as of the date hereof (as
may be amended, supplemented, amended and restated or otherwise modified from time to time
hereafter), there are no understandings, contracts, agreements or commitments of any kind
whatsoever with respect to the Ground Lease, to which Grantor is a party or (to the best of its
knowledge) otherwise, except as expressly provided in the Ground Lease, and the Ground Lease
constitutes the entire agreement between Lessor and Grantor with respect to the Real Property,
(ii) the Ground Lease is in full force and effect, (iii) all rent and additional rent payable under the
Ground Lease has been paid to the extent they were due and payable to the date hereof, and (iv) to
the best of Grantor's knowledge, no default by Grantor under the Ground Lease exists and no event
has occurred which, with the giving of notice, the passage of time, or both, would constitute a
default by Grantor under the Ground Lease;
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(b) Grantor shall promptly give to Lender copies of (i) all notices of default
under the Ground Lease, and (ii) any other communications or notices with respect to events which
relate to any reasonably foreseeable impairment of the security of this Deed of Trust which it shall
give or receive under the Ground Lease;
(c) Grantor covenants and agrees that it will do or cause to be done all
commercially reasonable things necessary to (i) preserve and keep in force the rights of Grantor
as lessee under the Ground Lease, and (ii) prevent any termination, surrender, cancellation,
forfeiture or impairment thereof. Grantor shall at all times fully perform and comply with all
material agreements, covenants, terms and conditions imposed upon or assumed by it as lessee
under the Ground Lease prior to the expiration of any notice and/or cure period provided in the
Ground Lease. Furthermore, Grantor shall exercise commercially reasonable efforts to enforce
the obligations of Lessor, so that Grantor may enjoy all of the rights granted to it under the Ground
Lease;
(d) Grantor shall not, without the prior written consent of Lender or otherwise
permitted under the Loan Agreement, (i) modify, change, supplement, alter or amend the Ground
Lease, either orally or in writing, if such modification, change, supplement, alteration or
amendment could adversely affect, in a material manner (A) the value of the Premises, (B) the use
of the Premises, or (C) Grantor's obligations or rights under the Ground Lease, or (ii) surrender
the Leasehold Estate, nor terminate or cancel the Ground Lease prior to the expiration of its term.
Any modification, change, supplement, alteration or amendment of the Ground Lease requiring
the consent of Lender, any surrender of the Leasehold Estate, and any termination or cancellation
of the Ground Lease, made without the prior written consent thereto by Lender shall be void and
of no force and effect;
(e) No release or forbearance of any of Grantor's obligations under the Ground
Lease, pursuant to the Ground Lease or otherwise, shall release Grantor from any of its obligations
under this Deed of Trust, including, without limitation, its obligations with respect to the payment
of rent as provided for in the Ground Lease and the performance of all of the terms, provisions,
covenants, conditions and agreements contained in the Ground Lease, to be kept, performed and
complied with by the lessee therein;
(f) Grantor and Lender agree that, unless Lender shall otherwise expressly
consent in writing, the fee title to the Land, Grantor's interest in the Premises and the Leasehold
Estate shall not merge and shall always remain separate and distinct, notwithstanding the union of
said estates either in the lessor or in the lessee, or in a third party by purchase or otherwise. If,
notwithstanding the foregoing, a merger of such fee and leasehold estate is deemed to have
occurred, then this Deed of Trust shall nonetheless remain in full force and effect in accordance
with the terms hereof and shall encumber the entire merged fee and leasehold estate. If Grantor
acquires fee simple title or any other estate, title or interest in the Land, Grantor shall promptly
notify Lender of such acquisition and, upon written request by Lender, shall cause to be executed
and recorded all such other and further assurances or other instruments in writing as may in the
opinion of Lender be required or desirable to carry out the intent and meaning of this clause ;
7

(g) Grantor shall not subordinate or consent to the subordination of the Ground
Lease to any lien or other encumbrance, without the prior written consent of Lender;
(h) Within five (5) Business Days after Grantor's receipt of any notice of any
motion, application or effort (A) to reject the Ground Lease by Lessor or any trustee arising from
or in connection with any case, proceeding or other action commenced or pending by or against
Lessor under Title 11 of the United States Code (as now constituted or hereafter amended, the
"Bankruptcy Code") or any comparable provisions contained in any present or future Federal,
state, local, foreign or other statute, law, rule or regulation ("Comparable Provisions"); (B) to
sell, transfer, or assign the Premises or any portion thereof pursuant to section 363 or other
applicable provision of the Bankruptcy Code; or (C) by the Lessor or any other party to an action
under the Bankruptcy Code or any other Comparable Provisions to take any other action that in
any way adversely affects the interest of Lessor, Grantor, Trustee, or Lender, Grantor shall give
notice thereof to Lender. Additionally, Grantor shall give notice to Lender within five (5) Business
Days after it discovers or otherwise becomes aware of the filing of any petition under the
Bankruptcy Code or any other Comparable Provisions by or against the Lessor or any other party
with an interest in the Premises superior to that of Grantor. Grantor hereby (W) assigns to Lender
any and all of Grantor's rights as lessee under Section 365(h) of the Bankruptcy Code or any
Comparable Provisions, including without limitation, the right to file an objection to (1) the
rejection of the Ground Lease, (2) a sale of the Premises or any portion thereof, or (3) as to any
other matter that affects the Premises (a "Objection"), and (X) covenants that it shall not elect to
treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code without
first obtaining the prior written consent of Lender, and (Y) agrees that any such election by Grantor
without such consent shall be null and void, and (Z) agrees to join and prosecute any Objection
filed by Lender if any party asserts that Lender lacks standing to assert such Objection;
(i) Without limiting the generality of the foregoing, Grantor hereby
unconditionally assigns, transfers and sets over to Lender all (up to the amount then due and owing
from Grantor to Lender) of Grantor's claims and rights to the payment of damages arising from
any rejection by Lessor under the Bankruptcy Code or any Comparable Provision. Lender shall
have the right to proceed in its own name or in the name of Grantor in respect of any claim, suit,
action or proceeding relating to the rejection of the Ground Lease, including, without limitation,
the right to file and prosecute, to the exclusion of Grantor, any proofs of claim, complaints,
motions, applications, notices and other documents, in any case in respect of the lessor thereunder
under the Bankruptcy Code or any Comparable Provision. This assignment constitutes a present,
irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall
continue in effect until all of the obligations of Grantor under the Loan Agreement and the other
Loan Documents shall have been indefeasibly paid and performed;
0) If there shall be filed by or against Grantor a petition under the Bankruptcy
Code or any Comparable Provision and Grantor, as lessee under the Ground Lease, shall determine
to reject the Ground Lease, Grantor shall give Lender not less than ten (10) days prior notice of
the date on which Grantor shall apply to the United States Bankruptcy Court or other judicial body
with appropriate jurisdiction for authority to reject any Ground Lease; Lender shall have the right,
but not the obligation, to serve upon Grantor within such ten (10) day period a notice stating that
(A) Lender demands that Grantor assume and assign the Ground Lease to Lender pursuant to

Section 365 of the Bankruptcy Code or any Comparable Provision and (B) Lender covenants to
cure or provide adequate assurance of prompt cure of all defaults and provide adequate assurance
of future performance under the Ground Lease. If Lender serves upon Grantor the notice described
in the preceding sentence, Grantor shall not seek to reject the Ground Lease and shall comply with
the demand provided for in item A of the preceding sentence within thirty (30) days after the
notice shall have been given subject to the performance by Lender of the covenant provided for in
item B of the preceding sentence. Effective upon the entry of an order for relief in respect of
Grantor under Chapter 7 of the Bankruptcy Code or any Comparable Provision, Grantor hereby
assigns and transfers to Lender a non-exclusive right to apply to the United States Bankruptcy
Court or other judicial body with appropriate jurisdiction for an order extending the period during
which the Ground Lease may be rejected or assumed;
(k) Grantor hereby acknowledges that if the Ground Lease shall be terminated
prior to the natural expiration of its term due to default by the lessee thereunder, and if Lender or
its designee shall acquire from the lessor thereunder a new lease of the Land or any portion thereof,
Grantor shall have no right, title or interest in or to such lease or the leasehold estate created
thereby, or the options therein contained, if any; and
(1) In addition to any other remedies or rights provided elsewhere in this Deed
of Trust, Lender shall have and may exercise the following rights with respect to the Ground Lease:
(i) if Grantor shall fail, after the expiration of the applicable notice or
grace period, if any, to: (A) pay any installment of rent reserved under the Ground Lease, (B) pay
any real estate tax, assessment or other governmental levy or charge or any imposition, as provided
in the Ground Lease, (C) make any other payment required to be made by it as lessee under the
Ground Lease, at the time and in the manner provided in the Ground Lease, or (D) if Grantor shall
fail to perform or observe any other term, covenant, condition or obligation required to be
performed or observed by it as lessee under the Ground Lease, then without limiting the generality
of any other provision of this Deed of Trust, and without waiving or releasing the Grantor from
any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to
pay any such installment of rent and/or any such tax, assessment, levy, charge, imposition or other
payment, and may perform any other act or take any action it may deem necessary or desirable to
cause such other term, covenant, condition or obligation to be promptly performed or observed on
behalf of the lessee thereunder in order to keep Grantor's rights in, to and under the Ground Lease
unimpaired and free from default;
(ii) Lender and its designees shall have, and are hereby granted, the right
to enter upon the Premises at any time and from time to time for the purpose of taking any such
action described in the preceding clause i . All monies reasonably expended by Lender in
connection with any matter set forth in this Section (including, but not limited to, reasonable legal
expenses and disbursements), together with interest thereon at an interest rate per annum equal to
the Default Rate (as defined in the Loan Agreement) from the date of each such expenditure, shall
be paid by Grantor to Lender forthwith upon demand by Lender, and shall be secured by this Deed
of Trust. If the Lessor shall deliver to Lender a copy of any notice of default by Grantor in the
Ground Lease, such notice shall constitute full protection to the Lender for any action taken or
omitted to be taken by Lender, in good faith, in reliance thereon; provided, however, that before
0

taking such action, so long as no Default exists, Lender shall use commercially reasonable efforts
to notify Grantor thereof. Grantor acknowledges and agrees that any failure by Lender to so notify
Grantor shall not entitle Grantor to challenge or otherwise affect the validity of Lender's action or
entitle Grantor to any claim for damages or any other offsets or setoffs against Lender. The curing
of any such default in the Ground Lease by Lender shall not be deemed to cure any default in this
Deed of Trust created thereby, and Lender shall continue to have all rights granted under the Deed
of Trust and the other Loan Documents upon any such default.
1.11 Covenants. All of the covenants in the Loan Agreement are incorporated herein by
reference and, together with the covenants in this Article I, shall be covenants running with the
Leasehold Estate.
1.12 Further Assurances. At any time and from time to time, upon Lender's reasonable
request and at Grantor's sole expense, Grantor shall make, execute and deliver, or cause to be
made, executed and delivered, to Lender and Trustee and where appropriate shall cause to be
recorded or filed, and from time to time thereafter to be re -recorded and refiled at such time and
in such offices and places as shall be reasonably deemed necessary by Lender and Trustee, any
and all such further deeds of trust, instruments of further assurance, financing statements,
certificates and other documents as Lender and Trustee may consider reasonably necessary in order
to effectuate, complete, or perfect, or to continue and preserve the obligations of Grantor under
this Deed of Trust, and the lien of this Deed of Trust on the Property subject only to Permitted
Exceptions. Upon any failure by Grantor to do so, Lender or Trustee may make, execute, record,
file, re-record or refile any and all such deeds of trust, instruments, financing statements,
certificates and documents for and in the name of Grantor as Lender and Trustee may consider
necessary or desirable in order to effectuate, complete, or perfect, or to continue and preserve the
obligations of Grantor under this Deed of Trust, and the lien of this Deed of Trust on the Property
subject only to Permitted Exceptions, and Grantor hereby irrevocably appoints Lender and Trustee
as the Lender and attorney -in -fact of Grantor to do so.
1.13 Security Agreement and Financing Statements. This Deed of Trust constitutes not
only a real property Deed of Trust, but also a "security agreement" and a "fixture filing" within
the meaning of the Uniform Commercial Code of the State (the "UCC"). Grantor (as debtor)
hereby grants, assigns, conveys, pledges, hypothecates and transfers to Lender (as creditor and
secured party), for the benefit of Lender, as security for the prompt and complete payment and
performance of the Secured Obligations a security interest and Lien in all of Grantor's right, title
and interest in and to all fixtures, machinery, appliances, equipment, furniture and personal
property of every nature whatsoever constituting part of the Property (collectively, the "Personal
Property"), subject only to Permitted Exceptions. Nothing in this Section 1.13 shall limit in any
manner whatsoever any right Lender may have under any other Loan Document. This Deed of
Trust shall be effective as a financing statement filed as a fixture filing covering goods which are
or are to become fixtures included within the Property and is to be filed for record in the real estate
records of the counties where the Property (including said fixtures) is situated. The real property
to which the fixtures relate is described on Exhibit A attached hereto. The record owner of the
real property described in Exhibit A attached hereto is Lessor. The name of the debtor for
purposes of this financing statement is the name of Grantor set forth in the first paragraph on Page
1 hereof, and the name of the secured party for purposes of this financing statement is the name of
10

the Lender set forth in the first paragraph on Page 1 hereof. The mailing address of Grantor/debtor
is the address of Grantor set forth in the first paragraph on Page 1 of this Deed of Trust. The
address of the Lender/secured party is the address of the Lender as set forth in the first paragraph
on Page 1 of this Deed of Trust. Grantor is an organization that is a limited liability company
organized under the laws of the State of North Carolina. Grantor's organizational identification
number is 1500841. Upon the occurrence of a Default hereunder, Lender shall have the right to
sell the Personal Property at a public or private sale pursuant to the provisions of Chapter 25 of the
North Carolina General Statutes.
1.14 Assignment of Rents. The assignment contained in Paragraph (I) of the Granting
Clause shall be fully operative without any further action on the part of either party and, in addition
thereto, Grantor does hereby assign and transfer any Leases and Rents to Lender, and specifically
Lender and Trustee shall be entitled, at their option, if a Default exists, to all Rents from the
Property whether or not Lender or Trustee takes possession of any of the Property.
1.15 After Acquired Property. To the extent permitted by and subject to applicable law,
including, but not limited to, North Carolina General Statute § 47-20.5, the lien of this Deed of
Trust will automatically attach, without further act, to all after acquired property located in or on,
or attached to, or used or intended to be used in connection with, or with the operation of, the
Property or any part thereof.
1.16 Intentionally Omitted.
1.17 Intentionally Omitted.
1.18 Flood Hazard. Grantor hereby represents that, to the best of Grantor's knowledge,
the Land does not comprise property identified by the Secretary of Housing and Urban
Development as an area having special flood hazards. If the Land at any time is so identified by
the Secretary of Housing and Urban Development as having special flood hazards, Grantor will
cause the Land to be insured against loss by flood hazards in an amount at least equal to the
maximum limit of coverage made available with respect to the particular type of property under
the National Flood Insurance Act of 1968, as amended by the Flood Disaster Protection Act of
1973.
ARTICLE 2
DEFAULTS
2.1 Default. The term Default, wherever used in this Deed of Trust, shall mean any
Event of Default under and as defined in the Loan Agreement.
11

ARTICLE 3
REMEDIES
3.1 Acceleration of Maturity. If a Default exists, Grantor agrees that Lender or Trustee
may declare, in accordance with and pursuant to the terms of the Loan Agreement, all Secured
Obligations to be due and payable immediately, and upon such declaration all Secured Obligations
shall immediately become and be due and payable without demand or notice.
3.2 Lender's and Trustee's Right to Enter and Take Possession, Operate and Apply
Tn com e
(a) If a Default exists, Grantor, upon demand of Lender or Trustee, shall
forthwith surrender to Lender or Trustee the actual possession and, if and to the extent permitted
by law, Lender itself, or by such officers or Lenders as it may appoint, may enter upon and take
possession of the Property and may exclude Grantor and its agents and employees wholly
therefrom, and may have joint access with Grantor to the books, papers and accounts of Grantor.
(b) If a Default exists and Grantor shall for any reason fail to surrender or
deliver the Property or any part thereof after Lender's or Trustee's demand, Lender or Trustee may
obtain a judgment or decree conferring on Lender the right to immediate possession or requiring
Grantor to deliver immediate possession of all or part of the Property to Lender and Trustee, and
Grantor hereby specifically consents to the entry of such judgment or decree. Grantor shall pay to
Lender and Trustee, upon demand, all costs and expenses of obtaining such judgment or decree
and reasonable compensation to Lender, its attorneys and Lenders, and all such costs, expenses
and compensation shall, until paid, be secured by the lien of this Deed of Trust.
(c) Upon every such entering upon or taking of possession, Lender or Trustee
may hold, store, use, operate, manage and control the Property and conduct the business thereof,
and, from time to time may:
(i) make all necessary and proper maintenance, repairs, renewals,
replacements, additions, betterments and improvements thereto and thereon and purchase or
otherwise acquire additional fixtures, personalty and other property;
(ii) insure or keep the Property insured;
(iii) manage and operate the Property and exercise all the rights and
powers of Grantor in its name or otherwise with respect to the same; and
(iv) enter into agreements with others to exercise the powers herein
granted Lender and Trustee, all as Lender or Trustee from time to time may determine; and Lender
and Trustee may collect and receive all the rents, income and other benefits thereof, including
those past due as well as those accruing thereafter; and shall apply the monies so received by
Lender or Trustee to the Secured Obligations in accordance with the Loan Agreement. All costs,
expenses and liabilities of every character incurred by Lender and Trustee in managing, operating
12

and maintaining the Property shall constitute a portion of the Secured Obligations. While in
possession of the Property, Lender, Trustee or the receiver shall be liable to account only for the
rents, issues and profits actually received. The taking of possession and collection of rents by
Lender shall not be construed to be an affirmation of any lease or acceptance of attornment with
respect to any lease of all or any portion of the Property. Lender or Trustee shall surrender
possession of the Property to Grantor only in accordance with Section 4.3.
3.3 Lender's and Trustee's Power of Enforcement. If a Default exists, Lender may
direct the Trustee (and the Trustee shall, if so directed), either with or without entry or taking
possession by Lender as hereinabove provided or otherwise, (a) to sell the Property or any part
thereof to the extent permitted and pursuant to the procedures provided by the law of the state
where the Property is located, and all estate, right, title and interest, claim and demand therein, at
one or more sales, as an entirety or in parcels, and at such time and place upon such terms and after
such notice thereof as may be required or permitted by law; or (b) to proceed by suit or suits at law
or in equity or by any other appropriate proceeding or remedy: (i) to enforce payment under the
Loan Documents or the performance of any term hereof or any other right; (ii) to foreclose this
Deed of Trust and to sell, as an entirety or in separate lots or parcels, the Property, under the
judgment or decree of a court or courts of competent jurisdiction; and (iii) to pursue any other
remedy available to it, including without limitation as provided in Section 1.14 hereof. Lender or
Trustee shall take action either by such proceedings or by the exercise of its powers with respect
to sale or entry or taking possession, or any of them, as it may determine.
The remedies conferred upon Trustee shall include the powers of sale Trustee may have
under the provisions of Article 2A of Chapter 45 of the General Statutes of North Carolina. If a
Default exists, it shall be lawful and the duty of Trustee, upon request of Lender, to sell the
Leasehold Estate in the Real Property, or such parts thereof or interests therein as Lender may
select, at public auction for cash, after first having given such notice of hearing as to
commencement of foreclosure proceedings and obtained such findings or leave of court as then
may be required by law and then having given such notice and advertised the time and place of
such sale in such manner as then may be provided by law, and upon such sale and any resales and
upon compliance with the law then relating to foreclosure proceedings under power of sale, to
convey title to the purchaser in as full and ample manner as Trustee is empowered.
3.4 Foreclosure Sale.
(a) At the direction of Lender, Trustee may adjourn from time to time any sale
to be made by it under or by virtue of this Deed of Trust by announcement at the time and place
appointed for such sale or for such adjourned sale or sales and, except as otherwise provided by
any applicable provision of law, Trustee, without further notice or publication, may conduct such
sale at the time and place to which the same shall be so adjourned.
(b) Upon the completion of any sale or sales made by Trustee under or by virtue
of this Article III, Trustee shall execute and deliver to the accepted purchaser or purchasers a good
and sufficient instrument or instruments, conveying, assigning and transferring all estate, right,
title and interest in and to the property and rights sold. Lender and Trustee are hereby irrevocably
appointed the true and lawful attorney -in -fact of Grantor, in its name and stead, to make all
13

necessary conveyances, assignments, transfers and deliveries of any part of the Property and rights
so sold. Lender and Trustee may, for such purpose, execute all necessary instruments of
conveyance, assignment and transfer, and may substitute one or more persons with like power,
Grantor hereby ratifying and confirming all that its said attorney or such substitute or substitutes
shall lawfully do by virtue hereof. Nevertheless, Grantor, if so requested by Lender or Trustee,
shall ratify and confirm any such sale or sales by executing and delivering to Lender, Trustee or
to such purchaser or purchasers all such instruments as may be advisable, in the judgment of
Lender or Trustee, for the purpose, and as may be designated in such request. Any such sale or
sales made under or by virtue of this Article III, whether made under the power of sale herein
granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and
sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever,
whether at law or in equity, of Grantor in and to the properties, interests and rights so sold, and
shall be a perpetual bar both at law and in equity against Grantor and against any and all persons
claiming or who may claim the same, or any part thereof from, through or under Grantor.
(c) At any foreclosure sale of the Leasehold Estate in the Real Property, any
receiver or public officer, or Lender, may bid for and purchase the Property and, upon compliance
with the terms of sale, may hold, retain and possess and dispose of such property in their own
absolute right without further accountability.
(d) The proceeds of any sale held by Trustee in foreclosure of the lien evidenced
hereby shall be applied in accordance with the requirements of applicable laws and to the extent
consistent therewith, FIRST, to the payment of all necessary costs and expenses incident to such
foreclosure sale, including but not limited to all reasonable attorneys' fees and legal expenses,
advertising costs, auctioneer's fees, costs of title rundowns and lien searches, inspection fees,
appraisal costs, fees for professional services, environmental assessment and remediation fees, all
court costs and charges of every character, and a reasonable fee to Trustee (not exceeding five
percent (5%) of the gross proceeds of such sale; provided however in the event no sale is held then
Trustee shall be entitled to such customary compensation as otherwise permitted under N.C.G.S.
§ 45-21.15(b)(3)) and to the payment of the other Secured Obligations, including specifically
without limitation the principal, accrued interest and reasonable attorneys' fees due and unpaid on
any Note and the amounts due and unpaid and owed to Lender under this Deed of Trust, the order
and manner of application to the items in this clause FIRST to be in Lender's sole discretion; and
SECOND, the remainder, if any, shall be paid to Grantor, or to Grantor's heirs, devisees,
representatives, successors or assigns, or such other persons (including the holder or beneficiary
of any inferior lien) as may be entitled thereto by law; provided, however, that if Lender is
uncertain which person or persons are so entitled, Lender may interplead such remainder in any
court of competent jurisdiction, and the amount of any reasonable attorneys' fees, court costs and
expenses incurred in such action shall be a part of the secured indebtedness and shall be
reimbursable (without limitation) from such remainder.
3.5 Leases. Lender, at its option following a Default, is authorized to instruct Trustee
to foreclose this Deed of Trust subject to the rights of any tenants of the Property. The failure to
make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their
rights will not be asserted by Grantor to be, a defense to any proceedings instituted by Lender to
14

collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure
sale of the Property.
3.6 Application of Indebtedness Toward Purchase Price. Upon any such sale, Lender
may, if permitted by law, and after allowing for costs and expenses of the sale, compensation and
other charges, in paying the purchase price, apply all or any portion of the Secured Obligations, in
lieu of cash, to the amount which shall, upon distribution of the net proceeds of such sale, be
payable thereon, to the extent of the purchase price.
3.7 Waiver by Grantor. To the fullest extent permitted under applicable law, Grantor
hereby waives all errors and imperfections in any proceedings instituted by Lender or Trustee
under this Deed of Trust or any other Loan Document and all benefit of any present or future
statute of limitations or any other present or future statute, law, stay, moratorium, appraisal or
valuation law, regulation or judicial decision, and Grantor shall not at any time insist upon or plead,
or in any manner whatsoever, claim or take any benefit or advantage of any such statute, law, stay,
moratorium, regulation or judicial decision which (i) provides for the valuation or appraisal of the
Property prior to any sale or sales thereof which may be made pursuant to any provision herein or
pursuant to any decree, judgment or order of any court of competent jurisdiction, (ii) exempts any
of the Property or any other property, real or personal, or any part of the proceeds arising from any
sale thereof, from attachment, levy or sale under execution, (iii) provides for any stay of execution,
moratorium, marshalling of assets, exemption from civil process, redemption or extension of time
for payment, (iv) requires Lender to institute proceedings in mortgage foreclosure against the
Property before exercising any other remedy afforded Lender hereunder with respect to any
Default, (v) affects any of the terms, covenants, conditions or provisions of this Deed of Trust, or
(vi) conflicts with or may affect, in a manner which may be adverse to Lender or Trustee, any
provision, covenant, condition or term of this Deed of Trust or any other Loan Document, nor shall
Grantor at any time after any sale or sales of the Property pursuant to any provision herein,
including, but without limiting the generality of the foregoing, after any sale pursuant to a
judgment of foreclosure, claim or exercise any right under any present or future statute, law, stay,
moratorium, regulation or judicial decision to redeem the Property or the portion thereof so sold.
(a) Grantor hereby waives the right, if any, to require any sale to be made in
parcels, or the right, if any, to select parcels to be sold, and there shall be no requirement for
marshalling of assets with respect to either the Property or any other collateral.
(b) Grantor hereby consents to service in the manner provided for notices as set
forth in Section 8.01 of the Loan Agreement.
3.8 Receiver. If a Default exists, Lender or Trustee, to the extent permitted by law and
without notice to Grantor or regard to the value of the Property or the adequacy of the security or
occupancy of the Property, shall be entitled as a matter of right if it so elects to the appointment of
a receiver to enter upon and take possession of the Property and to collect all rents, revenues,
issues, income, product and profits thereof and apply the same as the court may direct. The
receiver shall have all rights and powers permitted under the laws of the jurisdiction where the
Property is located and such other powers as the court making such appointment shall confer. The
expenses, including receiver's fees, attorneys' fees, costs and Lender's compensation, incurred
15

pursuant to the powers herein contained shall be secured by this Deed of Trust. The right to enter
and take possession of and to manage and operate the Property, and to collect the rents, issues and
profits thereof, whether by a receiver or otherwise, shall be cumulative to any other right or remedy
hereunder or afforded by law, and may be exercised concurrently therewith or independently
thereof. Lender and Trustee shall be liable to account only for such rents, issues and profits
actually received by Lender and Trustee, respectively. Notwithstanding the appointment of any
receiver or other custodian, Lender and Trustee shall be entitled as pledgee to the possession and
control of any cash, deposits, or instruments at the time held by, or payable or deliverable under
the terms of this Deed of Trust to, Lender and Trustee.
3.9 Suits to Protect the Property. Lender and Trustee shall have the power and authority
to institute and maintain any suits and proceedings as Lender or Trustee may deem advisable to (i)
prevent any impairment of the Property by any acts which may be unlawful or any violation of this
Deed of Trust, (ii) preserve or protect Lender's and Trustee's interest in the Property, and (iii)
restrain the enforcement of or compliance with any legislation or other governmental enactment,
rule or order that may be unconstitutional or otherwise invalid, if the enforcement of or compliance
with such enactment, rule or order might impair the security hereunder or be prejudicial to Lender's
and Trustee's interest.
Grantor agrees that if any action or proceeding be commenced, excepting an action to
foreclose this Deed of Trust or to collect the indebtedness hereby secured, to which action or
proceeding Lender or Trustee is a party by reason of the execution of this Deed of Trust or the
other Loan Documents, or in which it becomes necessary to defend or uphold the lien of this Deed
of Trust, all sums paid by Lender and Trustee for the expense of any litigation to prosecute or
defend the transaction and the rights and lien created hereby (including, without limitation,
reasonable attorneys' fees) shall be paid by Grantor together with interest thereon from the date of
payment by Lender or Trustee at the rate applicable to the respective Loans under the Loan
Agreement. All such sums paid and the interest thereon shall be a lien upon the Property, and shall
be secured hereby.
3.10 Proofs of Claim. In the case of any receivership, insolvency, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceedings affecting
Grantor or any guarantor, co -maker or endorser of any of Grantor's obligations, its creditors or its
property, Lender and Trustee, to the extent permitted by law, shall be entitled to file such proofs
of claim and other documents as may be necessary or advisable in order to have Lender's and
Trustee's claims allowed in such proceedings for the entire amount due and payable by Grantor
under this Deed of Trust and any other Loan Document, at the date of the institution of such
proceedings, and for any additional amounts which may become due and payable by Grantor after
such date.
3.11 Grantor to Pay the Indebtedness on Any Default in Payment; Application of Monies
by Lender and Trustee.
(a) If a Default exists, then, upon demand by Lender or Trustee, Grantor shall
pay to Lender or Trustee the whole amount which then shall have become due and payable under
the Loan Documents. If Grantor shall fail to pay such amounts forthwith upon such demand,
16

Lender or Trustee shall be entitled to sue for and to recover judgment against Grantor for the whole
amount so due and unpaid together with costs and expenses, including without limitation the
reasonable compensation, expenses and disbursements of Lender's or Trustee's attorneys and
other representatives, either before, after or during the pendency of any proceedings for the
enforcement of this Deed of Trust. The right of Lender and Trustee to recover such judgment shall
not be affected by any taking possession or foreclosure sale hereunder, or by the exercise of any
other right, power or remedy for the enforcement of the terms of this Deed of Trust, or the
foreclosure of the lien hereof.
(b) In case of a foreclosure sale of all or any part of the Property and of the
application of the proceeds of sale to the payment of the sums secured hereby, Lender and Trustee
shall be entitled to enforce payment from Grantor of all amounts then remaining due and unpaid
and to recover judgment against Grantor for any portion thereof remaining unpaid, with interest.
(c) Grantor hereby agrees, to the extent permitted by law, that no recovery of
any such judgment by Lender or Trustee and no attachment or levy of any execution upon any of
the Property or any other property shall in any way affect the lien of this Deed of Trust upon the
Property or any part thereof or any lien, rights, powers or remedies of Lender or Trustee hereunder,
but such lien, rights, powers and remedies shall continue unimpaired as before.
(d) Any monies collected or received by Lender or Trustee under this Section
3.11 shall be applied to the payment of compensation, expenses and disbursements of the attorneys
and other representatives of Lender or Trustee, and the balance remaining shall be applied to the
Secured Obligations in accordance with the Loan Agreement.
(e) The provisions of this paragraph shall not be deemed to limit or otherwise
modify the provisions of any guaranty of the Secured Obligations.
3.12 Discontinuance of Proceedings; Position of Parties Restored. If Lender or Trustee
shall have proceeded to enforce any right or remedy under this Deed of Trust by foreclosure, entry
or otherwise and such proceedings shall have been discontinued or abandoned for any reason, or
such proceedings shall have resulted in a final determination adverse to Lender, then and in every
such case, to the extent permitted by law, Grantor and Lender and Trustee shall be restored to their
former positions and rights hereunder, and all rights, powers and remedies of Lender and Trustee
shall continue as if no such proceedings had occurred or had been taken and no such proceedings
or actions shall be deemed to be a cure by Grantor or a waiver by Lender or Trustee of any default
hereunder or under any other Loan Document.
3.13 Limitation on Lender's Duty in Respect of Property. Trustee and Lender shall use
reasonable care with respect to the Property in its possession or under its control. Neither Trustee
nor Lender shall have any other duty as to any Property in its possession or control or in the
possession or control of any agent or nominee of Trustee or Lender, or any income thereon or as
to the preservation of rights against prior parties or any other rights pertaining thereto.
3.14 Reinstatement. This Deed of Trust shall remain in full force and effect and continue
to be effective should any petition be filed by or against Grantor for liquidation or reorganization,
17

should Grantor become insolvent or make an assignment for the benefit of any creditor or creditors
or should a receiver or trustee be appointed for all or any significant part of Grantor's assets, and
shall continue to be effective or be reinstated, as the case may be, if at any time payment and
performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the
Secured Obligations, whether as a "voidable preference," "fraudulent conveyance," or otherwise,
all as though such payment or performance had not been made. In the event that any payment, or
any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be
reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored
or returned.
3.15 No Waiver, Cumulative Remedies. Neither Trustee nor Lender shall by any act,
delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder,
and no waiver shall be valid unless in writing, signed by Lender and Trustee and then only to the
extent therein set forth. A waiver by Lender and Trustee of any right or remedy hereunder on any
one occasion shall not be construed as a bar to any right or remedy which Lender or Trustee would
otherwise have had on any future occasion. No failure to exercise nor any delay in exercising on
the part of Trustee or Lender, any right, power or privilege hereunder, shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude
any other or future exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies hereunder provided are cumulative and may be exercised singly or
concurrently, and are not exclusive of any rights and remedies provided by law. None of the terms
or provisions of this Deed of Trust may be waived, altered, modified or amended except by an
instrument in writing, duly executed by Lender, Trustee and Grantor.
3.16 Limitation by Law. All rights, remedies and powers provided in this Deed of Trust
may be exercised only to the extent that the exercise thereof does not violate any applicable
provision of law, and all the provisions of this Deed of Trust are intended to be subject to all
applicable mandatory provisions of law that may be controlling and to be limited to the extent
necessary so that they shall not render this Deed of Trust invalid, unenforceable, in whole or in
part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.
3.17 Payment of Costs and Expenses. Grantor further agrees to pay or reimburse Lender
for all costs, expenses and other advances which may be incurred or made by Lender or Trustee to
protect or preserve the Property or to enforce any terms of this Deed of Trust, including the exercise
of any rights or remedies afforded to Lender or Trustee or both of them under this Article III,
whether any lawsuit is filed or not, or in defending any action or proceeding arising under or
relating to this Deed of Trust, including reasonable attorneys' fees and other legal costs, costs of
any sale of the Property and any cost of evidence of title; provided, however, that the foregoing
indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses to the extent
attributable to Lender or Trustee's fraud, gross negligence or willful misconduct. Notwithstanding
anything to the contrary herein, any attorneys' fees payable or awarded under this Deed of Trust
shall be based on actual time worked and the regular billing rates of such attorneys.
IN

ARTICLE 4
MISCELLANEOUS PROVISIONS
4.1 Addresses for Notices, Etc. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval, declaration or other
communication shall or may be given to or served upon any of the parties by any other party, or
whenever any of the parties desires to give and serve upon any other party any communication
with respect to this Deed of Trust, each such notice, demand, request, consent, approval,
declaration or other communication shall be in writing and shall be given in the manner, and
deemed received, as provided for in the Loan Agreement.
4.2 Severability. Whenever possible, each provision of this Deed of Trust shall be
interpreted in a manner as to be effective and valid under applicable law, but if any provision of
this Deed of Trust shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Deed of Trust. This Deed of Trust is to be read,
construed and applied together with the Loan Agreement and the other Loan Documents which,
taken together, set forth the complete understanding and agreement of Trustee, Lender, and
Grantor with respect to the matters referred to herein and therein.
4.3 Termination. Subject to Section 3.14 hereof, when all of the Secured Obligations
have been paid in full in cash and all commitments to make any loans have terminated, in
accordance with the Loan Agreement, this Deed of Trust shall automatically terminate, and Trustee
shall promptly reconvey the Property, or so much of it as is then held under this Deed of Trust,
without warranty to Grantor or the person or persons legally entitled to it. Neither Lender nor
Trustee shall have any duty to determine the rights of persons claiming to be rightful grantees of
any such reconveyance. When the Property has been fully released, the last release will operate,
as applicable, as a reassignment of all future Rents of the Property to the person legally entitled.
4.4 Successors and Assigns. This Deed of Trust and all obligations of Grantor
hereunder shall be binding upon the successors and assigns of Grantor (including any debtor -in -
possession on behalf of Grantor) and shall, together with the rights and remedies of Lender and
Trustee, for the benefit of Lender, hereunder, inure to the benefit of Lender, Trustee, all future
holders of any instrument evidencing any of the Secured Obligations and their respective
successors and assigns. No sales of participations, other sales, assignments, transfers or other
dispositions of any agreement governing or instrument evidencing the Secured Obligations or any
portion thereof or interest therein shall in any manner affect the Lien granted to Lender, and/or
Trustee, for the benefit of Lender, hereunder. Grantor may not assign, sell, hypothecate or
otherwise transfer any interest in or obligation under this Deed of Trust.
4.5 Counterparts. This Deed of Trust may be executed in any number of separate
counterparts, each of which shall collectively and separately constitute one and the same
agreement.
19

4.6 GOVERNING LAW. THIS DEED OF TRUST, AND ITS VALIDITY,
ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED BY AND
CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH AND
PURSUANT TO THE LAWS OF THE STATE OF NORTH CAROLINA (WITHOUT REGARD
TO ANY CONFLICT OF LAWS PRINCIPLES) AND APPLICABLE UNITED STATES
FEDERAL LAW.
4.7 Inconsistent Provisions. To the extent that any of the provisions of this Deed of
Trust is inconsistent with the provisions of the Loan Agreement covering the same subject matter,
the provisions of the Loan Agreement shall control.
4.8 Section Titles. The Section titles contained in this Deed of Trust are and shall be
without substantive meaning or content of any kind whatsoever and are not a part of the agreement
between the parties hereto.
4.9 No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Deed of Trust. In the event an ambiguity or question of intent or
interpretation arises, this Deed of Trust shall be construed as if drafted jointly by the parties hereto
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provisions hereof.
4.10 Advice of Counsel. Each of the parties represents to each other party hereto that it
has discussed this Deed of Trust with its counsel.
4.11 Benefit of Secured Parties. All Liens granted or contemplated hereby shall be for
the benefit of Trustee and Lender, and all proceeds or payments realized from the Property in
accordance herewith shall be applied to the Secured Obligations in accordance with the terms of
the Loan Agreement.
ARTICLE 5
DEED OF TRUST PROVISIONS
5.1 Concerning the Trustee. Trustee shall be under no duty to take any action hereunder
except as expressly required hereunder or by law or to perform any act which would involve
Trustee in any expense or liability or to institute or defend any suit in respect hereof, unless
properly indemnified to Trustee's reasonable satisfaction. Trustee, by acceptance of this Deed of
Trust, covenants to perform and fulfill the trusts herein created. Trustee shall not be answerable
or accountable hereunder except for its own willful misconduct or gross negligence, and Grantor
agrees to indemnify, defend and hold Trustee harmless from and against any cost, loss, damage,
liability or expense (including, without limitation, reasonable attorneys' fees and disbursements)
which Trustee may incur or sustain in the exercise or performance of its powers and duties
hereunder. Trustee hereby waives any statutory fee and agrees to accept reasonable compensation,
in lieu thereof, for any services rendered by Trustee in accordance with the terms hereof. Trustee
may resign at any time upon giving at least thirty (30) days' written notice to Grantor and Lender.
In the event of the death, removal, resignation, refusal or inability to act of Trustee, or in its sole
20

discretion for any reason whatsoever or for no reason, Lender may, without notice and without
specifying any reason therefor and without applying to any court, select and appoint a successor
trustee, by an instrument recorded wherever this Deed of Trust is recorded, and all powers, rights,
duties and authority of Trustee, as aforesaid, shall thereupon become vested in such successor.
Such substitute trustee shall not be required to give bond for the faithful performance of the duties
of Trustee hereunder unless required by Lender. The procedure provided for in this paragraph for
substitution of Trustee shall be in addition to and not in exclusion of any other provisions for
substitution, by law or otherwise.
5.2 Trustee's Fees. Grantor shall pay all reasonable, documented costs, customary fees
and expenses incurred by Trustee (such Trustee fee not to exceed five percent (5%) of the gross
proceeds of any foreclosure sale; provided however in the event no such sale is held then Trustee
shall be entitled to customary compensation as otherwise permitted under N.C.G.S. § 45-
21.15(b)(3)) and Trustee's counsel in connection with the performance by Trustee of Trustee's
duties hereunder, and all such costs, fees and expenses shall be secured by this Deed of Trust.
Notwithstanding anything to the contrary herein, any attorneys' fees payable or awarded under
this Deed of Trust shall be based on actual time worked and the regular billing rates of such
attorneys.
5.3 Certain Rights. Trustee shall not be personally liable in case of entry by Trustee,
or anyone entering by virtue of the powers herein granted to Trustee, upon the Property for debts
contracted for or liability or damages incurred in the management or operation of the Property.
Trustee shall have the right to rely on any instrument, document, or signature authorizing or
supporting an action taken or proposed to be taken by Trustee hereunder, which is believed by
Trustee in good faith to be genuine.
5.4 Retention of Money. All moneys received by Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were received, but need not be
segregated in any manner from any other moneys (except to the extent required by applicable law),
and Trustee shall be under no liability for interest on any moneys received by Trustee hereunder.
5.5 Perfection of Appointment. Should any deed, conveyance or other instrument of
any nature be required from Grantor by Trustee or any substitute trustee to more fully and certainly
vest in and confirm to Trustee or such substitute trustee the estates, rights, powers, and duties
conferred hereunder unto Trustee, then, upon request by Trustee or such substitute trustee, any and
all such deeds, conveyances and instruments shall be made, executed, acknowledged, and
delivered and shall be caused to be recorded and/or filed by Grantor at its sole expense.
5.6 Succession Instruments. Any substitute trustee appointed pursuant to any of the
provisions hereof shall, without any further act, deed or conveyance, become vested with all the
estates, properties, rights, powers, and trusts of its predecessor in the rights hereunder with like
effect as if originally named as Trustee herein; but nevertheless, upon the written request of Lender
or of the substitute trustee, the predecessor trustee ceasing to act shall execute and deliver any
instrument transferring to such substitute trustee, upon the trusts herein expressed, all of the estates,
properties, rights, powers and trusts of such predecessor trustee so ceasing to act, and shall duly
21

assign, transfer and deliver any of the property and moneys held by such trustee to such substitute
trustee.
ARTICLE 6
FUTURE ADVANCES
6.1 Future Advances. All terms and conditions under which future advances may be
made are set forth in the Loan Agreement, which is incorporated herein by reference. Future
advances shall be made pursuant to the provisions of Section 45-67 et seq. of the North Carolina
General Statutes. This Deed of Trust secures payment of Secured Obligations including present
and future advances. No execution of a written instrument or notation shall be necessary to
evidence or secure any future advances made hereunder. This Deed of Trust secures all present
and future credit extensions made by the Lender under the Loan Documents, and all other sums
from time to time owing to the Lender by Grantor and/or the other Loan Parties under the Loan
Documents. The maximum principal that may be secured by this instrument at any one time is
Ten Million Four Hundred Seventeen Thousand Five Hundred Six Dollars and 00/100 Cents
($10,417,506.00). The time period within which such future disbursements are to be made is the
period between the date hereof and the date two (2) years from the date hereof.
[Signature follows on next page]
22

IN WITNESS WHEREOF, Grantor has executed this Deed of Trust as of the date first
above written.
CAROLINA POULTRY POWER RG2, LLC,
a North Carolina limited liability company
By:
Name: Richard Deming
Title: Chief Executive Officer
STATE OF
SS.
COUNTY OF )
On this day of , 2022, before me, a Notary Public in and for said State,
personally appeared Richard l5eming, the Chief Executive Officer of Carolina Poultry Power
RG2, LLC, known to me to be the person who executed the within Leasehold Deed of Trust,
Security Agreement and Fixture Filing on behalf of said company, and acknowledged to
me that he executed the same for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in
the County or City and State aforesaid, the day and year first above written.
(SEAL)
Notary PuKli �.��
My Commission Expires:
KELLY RENEE G7DMAN
Notary Public
North Carolina
Pitt County
Signature Page
to
Leasehold Deed of Trust

VXATRTT A
LEGAL DESCRIPTION
Lying and being situate in Wilson County, North Carolina, and being more particularly described
as follows:
The premises and easement rights described in that certain Lease Agreement, dated June 24, 2021,
as amended, between Stockport Limited Partnership and Carolina Poultry Power RG2, LLC, a
memorandum of which is recorded in Book 2983, Page 528 , in the office of the Register of Deeds
of Wilson County, and more particularly described as follows:
Premises:
Beginning at an iron pipe on the western right-of-way of the Norfolk -Southern Railroad. Said point
being the eastern common corner of the Timothy Early Rhodes property as described in the Deed
Book 2698, Page 75 of the Wilson County Register of Deeds office and the City of Wilson property
as shown in Plat Book 40, Pages 242-243. From the above -described beginning, so located running
thence as follow:
Leaving the western right-of-way of the Norfolk -Southern Railroad right-of-way and with the
northern line of the said Rhodes property, S 83 °09' 15" W 405.61', thence leaving said Rhodes
northern line, N 37012'06" W 559.49', thence N 52047'54" E 350.00' to an iron pipe on the
western right-of-way of the Norfolk -Southern Railroad right-of-way, thence with said railroad
right-of-way, S 37012'06" E 764.47' to the point of beginning containing 5.319 acres.
Easement Area:
Beginning at a point located S 52047'54" W 350.00' from an iron pipe on the western right-of-
way of the Norfolk -Southern Railroad right-of-way. Said point on Railroad right-of-way being
located N 37012'06" W 764.47' as measured along the western right-of-way of the Norfolk -
Southern Railroad right-of-way from an iron pipe located at the eastern common corner of the
Timothy Earl Rhodes property described in Deed Book 2698, Page 75 and the City of Wilson
property as shown in Plat Book 40, Pages 242-243 both of the Wilson County Register of Deeds
Office. From the above -described beginning, so located, running thence as follows:
S 37012'06" E 20.00', thence S 52047'54" W 810.53', thence S 18058'52" E 95.68' to the northern
line of the aforesaid Timothy Early Rhodes property, thence with said Rhodes property S
71027'08" W 20.00', thence leaving said Rhodes line, N 18058'52" W 110.00', thence N
52047'54" E 825.00' to the point of beginning containing 0.423 acre.
Together with:
Together with easements rights in an Easement Agreement recorded in Book 2983 at Page 512
Wilson County Registry, North Carolina.

FXATRTT R
PERMITTED EXCEPTIONS
Those exceptions set forth as Items #2, 3, 4, 5, 7, 8, 9, 11, 12, 13, 14, 15, 16, 17, 18, 19,
20, 22, 23, and 24 on Schedule B-11 of that certain ALTA Commitment for Title Insurance (the
"Title Commitment") for the Premises, which Title Commitment has been issued by Investor's
Title Commercial Agency as issuing agent for Old Republic National Title Insurance Company,
with an Effective Date of September 7, 2022, and bearing the Commitment Number
#202140084CAO.
I_1[0i11fla-1- 1WZR IZO M

Appendix C
Engineering Plans
Carolina Poultry Power - Wilson March 2023

Qualia Data Solutions, LLC. 1451 SNC11 HWY, Magnolia, NC28453.
[phone]. https://qualiadata.com
March 3, 2023
RE: Professional Engineer's Certification:
I, Prince N. Dugba, attest that this application for Carolina Poultry Power Plant RG2 Evaporative
Cooling Pond System with proposed location at Wilson, NC has been reviewed by me and is
accurate, complete and consistent with the information supplied in the engineering plans,
calculations, and all other supporting documentation to the best of my knowledge. I further attest that
to the best of my knowledge the proposed design has been prepared in accordance with this
application package and its instructions as well as all applicable regulations and statutes. Although
other professionals may have developed certain portions of this submittal package, inclusion of these
materials under my signature and seal signifies that I have reviewed this material and have judged it
to be consistent with the proposed design.
North Carolina Professional Engineer's Seal, Signature and Date:
CARO
V'sS/o9�/�
= =
ra SEAL
,
28308
-0
......• JCS /'cE
N.
Prince N. Dugba, PhD, PE

CAROLINA POULTRY POWER PLANT RG2
EVAPORATIVE COOLING POND SYSTEM
IN WATER I
ATMENT PLAN
u Rd S
WILSON NORTH CAROLINA
LOCATION MAP
1 :16000
TRUE NORTH
POND WITH NEW
VICINITY PLAN
1 " = 160'-0"
TRUE NORTH
n
rt-A
�RG2 BOILER PLANT
& MAIN ACCESS DRIVE
ADDITIONAL NOTES.
RELEASED FOR CONSTRUCTION
Revision Description
Revision Schedule
SHEETINDEX
Sheet Number
Sheet Name
Current Revision
1961
PROJECT COVER
1
1962
LOCATION AND VICINITY PLANS
1
1963
SITE PLAN, TYPICAL TRENCH DETAIL AND SCHEDULES
1
1964
SITE PLAN AND SECTION
1
1965
EVAPORATION SYSTEM INTERCONNECTION
1
1966
COOLING LOOP PLUMBING PLAN, ELEVATION, ONE -LINE AND SCHEDULE
1
1967
1 CONDENSER LOOP P&ID AND SPECIFICATIONS
1
1968
1 CONSTRUCTION NOTES
1
t l n r r ry! rrq.,•
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6s s
r`�o4'�0 o0C���':
�=�
~ SEAL,- f
28308
4G1NEF4'��� -� -
ILA
■MLONS
— NNNeeR
NG BY
PSO 02117123
CAROLINA POULTRY POWER RG2
cNec/P A
TJKI PDA 02117123 a
EVAPORATIVE COOLING POND SYSTEM
lMc "' 02117123 N
Pco
JMc
03122123
LOCATION AND VICINITY PLANS
As eoc eY
PCO
JMC
03/02/23
cusromER �o ON
xuRN
Rev. By
Approved By
Date
CPP RG2 WILSON, NC
3 BE
1ONrMCT NO. CATEGORY SEOTIREO WINO NO. SHEET I—
14113-B 8480 1962 8
PNi
RATE a

P1
CHP PLANT COLD/HOT PIPE TRENCH
�LTOC 1
— — i ssa
PUMP EV P RATION -
PIHOUSE
I ! __COOL NG POND___ J
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91
LIMITS OF CONSTRUCTION
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COLD WATER CHP PLANT s I = S
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8"0 (E) WATER
HOT WATER PLANT
CHP PLANT ACCESS DRIVE \� � � _ — —
,a
LIMITS OF CONSTRUCTION
01
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A
, A2
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CHP PLANT
CHP FIN GRADE 112'
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k -EL TOC N2.8'j'V " AREA LOCATION,
y o
=o '
f ' _
®� FFE PLANT
PROJECT NORTH 1: 1700
P1
CHPPLANTCOLD/HOT PIPE TRENCH
2' 0"
TRENQH TYP
(2) 8" DIA WATER CHP FIN GRADE
COLD/HOT SUPPLY&—
RETURN L= I =_;
ill D
till— I I =1 z IIIII I IIIIII I � �
IIIII=1 I IIIII=1 �
I I-11 1I—
I_I-1
8" DIA PIPE SUPPORT DRAINAGE GRAVEL BED
SADDLE
TYPICAL SECTION PIPE TRENCH
1 /2" = 11-011
SCHEDULE
COLD WATER TRENCH PIPE WORK
FUNCTION
SIZE (DIA)
QTY
DESCRIPTION
LENGTH
TOTAL (FT)
MATERIAL
COLD WATER CHP PLANT
8"0
1
22.5' BEND
0.0'
PVC SCHEDULE 40
COLD WATER CHP PLANT
8"e
8
45" BEND
0.0'
PVC SCHEDULE 40
COLD WATER CHP PLANT
8"e
4
90" BEND
0.0'
PVC SCHEDULE 40
COLD WATER CHP PLANT
8"e
1
CAP
0.0'
PVC SCHEDULE 40
COLD WATER CHP PLANT
8"e
14
PIPE
2903.3'
PVC SCHEDULE 40
SCHEDULE
HOT
WATER TRENCH PIPE WORK
FUNCTION
SIZE (DIA)
QTY
DESCRIPTION
LENGTH
TOTAL (FT)
MATERIAL
HOT WATER CHP PLANT
8"0
7
22.5' BEND
0.0'
CARBON STEEL
HOT WATER CHP PLANT
8"e
11
45" BEND
0.0'
CARBON STEEL
HOT WATER CHP PLANT
8"e
7
90" BEND
0.0'
CARBON STEEL
HOT WATER CHP PLANT
8"e
1
CAP
0.0'
CARBON STEEL
HOT WATER CHP PLANT
8"e
1
GATE VALVE
0.5'
CARBON STEEL
HOT WATER CHP PLANT
8"e
28
PIPE
1 2093.3'
ICARBON STEEL
HOT WATER CHP PLANT
8"e
1
TEE
1 1.4'
1 CARBON STEEL
HOT WATER CHP PLANT
8"e
1
WYE COMBINATION
1 0.0'
1 CARBON STEEL
"%"%1 a ur1NrT4
SOD(/ ,p
SEALS e f
28308
�5 zt
r�rrri fl11115fi�+

LA INER EDGE
P1
492' 0"
OVERALL POND LINER
246' - 0" 248• - 0"
I
w _ LIMITS OF CONSTR_ CTION
0 88j— _ _ _ _ _ _ — _ _ _ — _ — — — — _ _ — _ _ _ _ — o
u' —-�`91'�� w
w - 9' v I � -- ---Q w
/ AO 911-
EVAPORATION COOLING
LB SYSTEM DESIGN SUMMARY
TOTAL NUMBER OF LATERALS = 6
LINER EDGE FLOW RATE PER NOZZLE = 69.4 GPM
PRESSURE AT NOZZLE = 60 PSI
NOZZLE SPRAY ANGLE =120 DEG
NOZZLE CATALOGUE NUMBER = TF64
SPRAY PATTERN = FULL CONE
FREEBOARD = 24"
w
L2
91
91' w l
m l
UI
— 90' m l
89 U
90
60
__
275
I zi
ml
148'-0. 1 40'-0"
0'-0" 4V 0" 40'-0" 4V-0" 148•-0"
LATERAL
L
TERAL
LATERAL
LATERAL
LATERAL
I
20'-0" 20'-0'
I
I I
11
-----+-----
TENSION CABLE
--------------------------------------
-- - --
I
--
- - - - -
-- - - - - - - - - -
- - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - z
U
=
Z
I
Iz
RECLAIMED POND WATER
100
i j1 PUMP HOUSE
a
MAKEUP VALVE
' 1s�- Jss & BRIDGE
`>
I I
p_
I�
_
o
— _ — _ — _ — _ — _ — _ — _ — _
_
_ — _ _
�
_ _
_ _
_ _POND— _
_ — _ — _
— _ — _ — _ —
— _
_ — _ — _ — _ — _ — _ — _ — _ — _ — _
I �
-'
a
RECLAIMED WATER LINE I
o
0
0go
!I
<o
in
TENSION CABLE
I
.
o
I
c,SFG�c/S
z
o
I
n
0
no
y
o
-
<
A
90' I
w
\
g1•
92'
z
r
FENCE LINE
•
FENCE LINE
HEADER " s4.
EVAPORATIONCH_
AND
AND P ANT
--- _.INTERCONNECTION-_—__ _______
LIMITS OF CONSTRUCTION
- LIMITS OF CONSTRUCTION
—
I
�PIPETRENCH 9S
I
®1 EVAPORATIVE COOLING POND SITE PLAN
1 — 20l-011
ROJECT NORTH
.���tl nllryrrrr.
- SEALT- v
28308

FLOAT ASSEMBLY
1965
/
/
e
/
e
/
A
FLEX HOSE TENSION CABLE.
TYPICAL @ EVAPORATION HEADER ENDS /
e
/
e
/
/
e
/
4 FLOAT DETAIL ASSEMBLY
IECT NORTH 1 -1 0
w ee WATERLINE w
L1 — L1
/
e
® 8" DIA HEADER AND 4"
/ T-6"
g DIA LATERALS _
' STAINLESS STEEL _
® CONCRETE HEADER
PIPE SUPPORT PIERS
e
11� A C'V1 l
A
(E) FENCELINE 1
5
GV
SITE EVAPORATION FLOW INTERCONNECTION
FROM PUMP HOUSE a o
POINT. CHP PLANT PIPING CONNECTION TO 8"
i w
HEADER EVAPORATIVE SPRAY SYSTEM
ww
¢s
3�
UU
g
oa
pJ
iw
U
K y
W Z
TO CHP PLANT FROM
a
PUMP HOUSE
s
FROM CHP PLANT TO
LIMITS OF CONSTRUCTION EVAPORATIVE
2
lsss
COOLING SYSTEM
L
PIPE TRENCH
P1
®n SITE PLAN EVAPORATIVE PIPE HEADER INTERCONNECTION
� 3/8"=11-011
PROJECT NORTH
L1
LINER EDGE
T-6"
FENCELINE (FV)
6'-0"
GATE VALVE SS
GATE VALVE CARBON STL 12
s, - o.
BRAIDED FLEX HOSE
I 8
EVAP HEADER AND
SADDLE SUPPORT
HEADER PIER
COLD WATER FROM PUMP HOUSE
SECTION EVAPORATIVE PIPE HEADER & LATERAL
1 /2"=11-011
�11 TT
/I
n FABRICATED HARDWARE- 4X4 TUBE STEEL WITH PIPE CAP.
a (1) EMBED PLATE 112" THK. x 6" x 6" A-36 WITH (4) 318" DIA. L-RODS 5" LG.
c HOT DIPPED GALVANIZED FINISH.
MOUNTING HARDWARE - (1) WINCH RIGHT SIDE HANDLE, 1500# MAX. CAPACITY, 114" DIA CABLE, McMASTER-CARR PART #3196T24.
1, U' (1)1W DIA CABLE 18-8 STAINLESS STEEL, 12001 CAPACITY, EXTRA LUBRICATED, 100' LG., McMASTER-CARR PART #3461T69.
(3 EACH) GALVANIZED BOLTS, NUTS, WASHERS; 318"-16UNC HEX BOLTS 4" LG., HEX NUTS, FLAT & LOCK WASHER.
(1) OVAL SHAPED STAINLESS STEEL CONNECTING LINKS, 14001 CAPACITY, MCMASTER-CARR PART#8947T26.
(2) CABLE CLAMPS 114" 316 STAINLESS STEEL, MCMASTERCARR PART #3017T44 (2) CLAMPS PER PACK.
CABLE TENSION DETAIL
111 = 11-011
SCHEDULE EVAPORATION COOLING SYSTEM EQUIPMENT
Mark
ID
Qty
Description
Material / Grade
Manufacturer) Supplier) Model #
1
54
36"x36"xl2"DP HIGH ECAPSULATED PLASTIC'EAGLE' FLOAT'
EXTRA STRONG VIRGIN POLYETHYLENE CONTAINING ULTRAVIOLET INHIBITORS
HENDREN PLASTICS
2
108
T-0" LG x 3116" FLAT BAR FLOAT BASE
STAINLESS STEEL
3
216
318" DIA -16UNC GALV PERMA CLIP FASTENERS WINUT AND (2) WASHERS
STAINLESS STEEL
McMASTER-CARR
4
58
W4xl3xl5" LG DRILLED TOP HOLES FOR PIPE CLAMP I CABLE SUPPORT UBOLTS
STAINLESS STEEL
5
108
OVAL SHAPED STAINLESS STEEL CONNECTING LINKS, 1400# WORKING LOAD LIMIT
STAINLESS STEEL
ASC Engineered SolutionsT"
6
54
4"xl/2" THK STAINLESS STEEL PIPE CLAMP WI (4) NUTS
STAINLESS STEEL
ASC Engineered SolutionsT"
7
18
1 112" FULL CONE NOZZLE 120 DEGREES
316 STAINLESS STEEL
TF64 BETE
8
6
10' LG, 4" DIA STEEL BRAIDED FLEX HOSE, VIBRATION RESISTANT WIFLANGES
BRAIDED STAINLESS STEEL
9
18
WELD-O-LET, FEMALE THREADED
STAINLESS STEEL
10
14
8" DIA EVAPORATION HEADER PIPE SADDLE
HOT DIPPED GALVINIZED STEEL
11
8
HAND WINCH FOR WIRE ROPE
HOT DIPPED GALVINIZED STEEL
PART#3196T24 McMASTER-CARR
12
6
4" GATE VALVE
STAINLESS STEEL
15
8
CAP
ASTM CARBON STEEL
16
57
1200 ft
114" DIA CABLE 18-8 STAINLESS STEEL, 1200# WORKING LOAD LIMIT, EXTRA
LUBRICATED. ADDITIONAL HARDWARE: 114" CABLE CLAMPS 316 STAINLESS STEEL
GRADE MIL-DTL-83420
McMASTER-CARR. CABLE PART# 8947T26, SOLD 50' LENGTHS.
CLAMP PART# 3017T44 (2CLAMPS PER PACK)
'tttt NCAR
[u a ry � rrq.
eSEALT v f
28308
A� �Fh GI NEF�jCO
SCE M. v-.�•''
/'7/rrl{1ltttt•

LA
LINER EDGE
G�
ELECTRICAL DUCTBANK FEED TO
MCC ROOM @ 480/3/60 SUPPLIED MCCEL #TOC 94.2'2 SLAB ON
AND INSTALLED BY CPP -rj
GRADE
PUMP HOUSE SLAB
ON GRADE
EL TOC 94.7
DISCHARGE SUCTION
PUMPI BRIDGEACCESS
GATE
M•0113114
c
❑ a
C� 4
G
F
FLOW METER
J
z
ass �
z
ao
DISCHARGE FROM PUMP o
HOUSE TO CHIP PLANT - a
� U
m4
LINER EDGE
LA
®❑�❑ PUMP HOUSE AND PIPE BRIDGE
1-011
PRn IF:rT Mf1RT14
OVERALL
20'-0"
SUCTION FROM POND
— SUCTION FROM POND
SCHEDULE PUMP STATION EQUIPMENT
Mark ID
Oty
Description
Material I Grade
Manufacturer I Supplier
A
1
1.25"xl.25" TUBE STEEL SAFETY RAIL
ASTM A36 I SAFETY YELLOW I OSHA 1910
B
2
FLANGED END BASKET STRAINER
CASTIRON
Mueller Steam Specialty
C
2
CHECK VALVE
CASTIRON
D
4
GATE VALVE
CASTIRON
E
1
8" PROLINE PROMAG W 400 ELECTROMAGNETIC FLOWMETER
AISi 10mg COATED
ENDRESS + HOUSER (Max. process pressure
PN 40, Class 300, 20K)
F
3
814 REDUCING ELBOW
ASTM CARBON STEEL
G
2
6" TEE
ASTM CARBON STEEL
H
4
90 ELBOW
ASTM CARBON STEEL
d
2
6" DIA POLY -SWING FOOT VALVE & BASKET SCREEN
HIGH DENSITY POLYETHYLENE BODY I STAINLESS STEEL WORKING
PARTS
TERMPRO
K
2
6" Y STRAINER
L
1
UTILITY BOX DUCTBANK
PRECAST CONCRETE
MODEL #233-LA, OLDCASTLE
INSFRASTRUCTURE (A CRH COMPANY)
M
2
45 ELBOW
ASTM CARBON STEEL
M-0113 / 14
2
CIRCULATION COOLING WATER PUMPS, 46-11 H S, BRONZE
FITTED, 250HP@36001447TS
BODY CAST IRON 1 FITTINGS BRONZE. GOULDS BLUE STANDARD PAINT
ITT GOULDS PUMPS. MODEL#3410-S
nND
88 4
ELEVATION
1❑�❑
1 /411 = 1 1-011
480V13PH,3W
FED FROM
500KVA
TRANSFORMER
CONNECTED LOAD
n ^
M
ACCL
635 FLA
EFFECTIVE LOAD
483FLA-------------
-----------------------------------------------------------------------------------------------------------I
(4)500MCM/PH
(01A)
N
y) MAIN CB
(LSI)
MCC HORIZONTAL BUS 480V, 3P, 3W, 1200A, 65 KAIC
END
(03A)
�(04A)
�(02E)
�(02F)
o CB-0113
$ CB-0114
0 CB-LC4
0 CB-SP1
D
D
D
D
SIZE 6
SIZE 6
FEEDER
15KVA,14
480Vab240/120V
TRANSFORMER
250
250
L---------------------
HP
HP
SPARE
M-0113
M-0114
UTILITIES
CIRCULATING
CIRCULATING
LOAD CENTER,
WATER PUMP #1
WATER PUMP #2
31.25 FLA
3600 RPM1302 FLA
3600 RPM/302 FLA
PUMP HOUSE MCC #2 ONE -LINE
RELEASED FOR CONSTRUCTION
Revision Description
Revision Schedule
11114u1erpgl
y\ CA)po
r
2830B
ll!!l114111111y11
■ 5 kLLONS
CAROLINA POULTRY POWER RG2
EVAPORATIVE COOLING POND SYSTEM
COOLING LOOP PLUMBING PLAN,
ELEVATION, ONE -LINE AND SCHEDULE
14113-B 8480 1 1 1966
z3z�
Pao 02117123
CHECKED By
TJKI PDA 02/17123
vvaovEo By o-
JMC 02117123
sME oc By
ocnnory
ON,NC
3 BE
xuHK
SHEET courvr
8
P TE a
HaB'

MEDIA: CONDENSATE
PRESSURE: 1 PSIG
FLOW: 81,000#/FIR
TEMPERATURE: 1597
MEDIA: STEAM (LOW)
PRESSURE:10 PSIG
FLOW: 81,000#/ IR
TEMPERATURE: 239 °F
HEAT
EXCHANGER
HEAT
EXCHANGER
CONDENSER LOOP P&ID AND SPECIFICATIONS
6" 6" 6"
8" ' --
MEDLA: CIRCULATING WATER FE
PRESSURE: 115 PSIG
FLOW: 1250: GPM 6" 6" 66"
TEMPERATURE: 80 °F ,l g
1
I
I
MEDIA: CIRCULATING WATER
PRESSURE: 75 PSIG
FLOW: 1250: GPM
1
TEMPERATURE: 205 'F
I '
NOTE: This is a standard heat exchanger designed to
ensure there is no mixture of the two media (pond
water and steam from boiler) never mix. Simply put,
no wastewater from the power plant goes back to the
pond.
FOOT VALVES WITH
BASKET SCREEN —
6" 6"
S
8"
2" GATE
VALVE
-a CITY OF WILSON WATER
TREATMENT PLANT
RECLAIMED
WATER
RECLAIMED
POND WATER
MAKEUP
CARO
. 04: FE5 sip. {i
�4aS EAL r p+- f
28308
Irrr rl lflt77111\\

CONCRETE NOTES
1. All reinforced concrete materials shall be proportioned, fabricated, delivered, and placed in accordance with ACI Standard AC1318-14 "Building
Code Requirements for Reinforced Concrete." including latest supplement.
2. All concrete shall be entrained. Air entrainment shall be 5%+/ -I%.
3. Detailing of concrete reinforcement and accessories shall be in accordance with ACI Publication 315, "Manual of Standard Practice for Detailing
Reinforced Concrete Structures."
4. All concrete shall have sand and gravel or crushed stone aggregate Type I, Portland Cement, and a compressive strength of4000 PSI in 28 days.
Normal weight aggregate shall conform to ASTM C33,
5. Contractor shall submit proposed concrete proportions, along with supporting documentation.
6. U.N.G, all concrete reinforcing bars shall conform to ASTM A615, Grade 60. Column ties, field bent dowels, and No. 3 bars when used as stirrups shall
conform to ASTM A615, Grade 60.
7. All welded wire fabric shall conform to ASTM A185 and shall be supplied in flat sheets. Where splices are required, welded wire fabric shall be lapped
two full wire panels and shall be fastened securely together with wire.
8. U.N.O. concrete cover steel reinforcement shall conform to the minimums required by paragraph 7.7 of ACI 318.83.
9. U.N.D. lap slices and embedment lengths shall conform to Table A on this DWG Manual SP-17, Class B splices.
10.Reinforcing shall be supported with plastic chairs and secured in its correct location to prevent displacement during placement of concrete.
11.Reinforcing bars may be spliced only as shown on the drawings except that reinforcement designated as "Continuous Reinforcement" may be lap
spliced per Table A. Lap splices of continuous reinforcement in beams shall be made over the support for bottom bars and at mid -span for the top
bars.
12.Provide corner bars in outside faces and inside faces of all reinforced intersecting walls, Footings, and grade beams. Number, size, and spacing of
corner bars shall be equal to number, size, and spacing of horizontal reinforcing bars with which they lap, and legs shall extend per Table A.
13.Extend horizontal reinforcement at intersecting walls and footings beyond the point of intersection to the opposite face and bend to a standard 9D
degree hook, -or provide bent bowels of equal size and spacing, , lapped per Table A.
14.At discontinuous ends of grad beams, extend top beam reinforcement across thejoint formed bythe intersecting pier, grade beam, etc. and
provide standard ACI 90 degree hooks on all such reinforcement.
15.]oint5 not shown shall be made and located to least impair strength and appearance of structure. As approved by HRT representatives. No
horizontal joints shall be permitted in concrete except where they normally occur or where noted. Vertical joints shall occur near centers of spans at
locations approved by HRT representatives.
16.All construction joints shall be prepared by roughening the surface of the concrete in an approved manner so that the aggregate shall be exposed
uniformly, leaving no loosened particles or damaged concrete.
17.Expansion joints to be cleaned of all loose material and filled with a silicone grout.
18.Provide chamfers as detailed on architectural drawings.
19.Expansion bats installed in poured -in -place concrete shall be wedge anchors of the size shown (Hifti Kwik-bolt or approved equal). All expansion
bolts shall have bolt length designation stamped on threaded end and confirm to 1994 UBC for load rating with special inspection.
20. All anchor bolts shall conform to ASTM A307, unless noted otherwise.
21. Grout shall be prepackaged, no -metallic, non-gaseous- It shall be non -shrink when tested according to CRDC-621 at a fluid consistency (flow cone)
of 25+/ -5 seconds. Grout shall attain 5000 PSI compressive strength in 28 days at above flow and shall not bleed. Grout shall be moist cured for 24
hours after placement.
22. All trenches, sumps, and curbs not poured monolithic, are to have an approved water stop at all construction joints.
23. Finish floor to have a broom finish.
24. Owner shall be responsible for any hazardous waste and the removal of same that is found on the site.
n CONSTRUCTION NOTES
SITE PREPARATION
1. Remove topsoil or any surface material not suitable for sub -fill.
2. Provide adequate precaution to ensure that runoff water & seepage from excavations is drained away from the construction
area.
3. Extend excavation 5' outside the perimeter grade beams.
EXCAVATION & FILL
1. Utilities: Project engineer must request location of underground utilities by a "Call before You Dig" utility crew at least 48
hours prior to on -site activities. Excavation must not commence until underground utilities have been located. Operators of
tractors and other equipment with mast or poles must check for overhead utilities before raising the masts or poles.
2. Remove existing silty sand containing organic fines and wood fragments and waste in manner suitable to project owner.
3. Scarify exposed subgrade at least six inches in depth and recompact to density specified below.
4. Place subsequent lifts on select fin thin layers not exceeding eight inches in loose thickness to the desired rough grade and
compact each lift to at least 95 percent of the density defined by ASTM D-698 (standard proctor). Maintain moisture within
+/-two percent the theoretical optimum.
5. Maintain adequate drainage of disturbed areas during construction to reduce moisture fluctuations in the subgrade. Such
measures may include ditches, sumps and/or wellpoints.
6. Fills of naturally or artificially graded approved materials conforming to 304.02 of ashto fill may be compacted using relatively
strict moisture control.
7. Dig grade beams.
8. Place vapor barrier.
9. Place steel.
10. Geotextile fabrics maybe placed over moisture sensitive soils to permit compaction of succeeding fill layers.
11. Alternate compaction techniques may be used by others based on prevailing moisture, time demands, and other economic
factors.
DESIGN CRITERIA DISTRIBUTION LINES
Please confirm compliance with 15A NCAC 02U .0403 DESIGN CRITERIA FOR DISTRIBUTION LINES 15A NCAC 02U .0403 DESIGN CRITERIA FOR
DISTRIBUTION LINES attached. We propose it would be adequate to add wording to Sheet 9 "Stamped_RG2 Wilson 1961...", the NOTES:
RECLAIM WATER LABELING
1. All reclaimed water valves, storage areas and outlets will be tagged or labeled to warn the public and employees that the water is not intended for
drinking. Example tag/label below.
••`��' C A R��'�•,,
si(5. '
!�)SLAL�
28308-5 zt
e
2. All reclaimed water piping, valves, outlets and other appurtenances will be color coded/taped to identify the source water as being reclaimed water.
a. Piping and appurtenances will be colored purple and embossed or integrally stamped "CAUTION: RECLAIMED WATER - DO NOT DRINK" or be
installed with purple identification tape or polyethylene vinyl wrap. The warning will be stamped on opposites sides of the pipe and repeated every three
feet or less.
b. The identification tape will beat least three inches wide and have white or black lettering on purple field stating "CAUTION: RECLAIMED WATER -
DO NOT DRINK". Identification tape will be installed on top of reclaimed water pipelines, fastened at least every 10 feet to each pipe length and run
continuously the entire length of the pipe.
c. Existing underground distribution systems retrofitted for the purpose of conveying reclaimed water will be taped or otherwise identified as noted
above. This identification will be incorporated within 10 feet of crossing any potable water supply line or sanitary sewer line.
3. All reclaimed water valves and outlets will be of a type, or secured in a manner, that permits operation by personnel authorized by the entity that
operates the reclaimed water system.
4. Hose bibs shall be located in locked, below grade vaults that shall be labeled as being of non -potable quality. As an alternative to the use of locked
vaults with standard hose bib services, other locking mechanisms such as hose bibs that can only be operated by a tool may be placed above ground
and labeled as non -potable water.
■ F �LLONS oar „
RELEASED FOR CONSTRUCTION
Revision Description
Revision Schedule
CAROLINA POULTRY POWER RG2 TJK/PDA ov,
EVAPORATIVE COOLING POND SYSTEM AJIM1 "ED B° 02 1
CONSTRUCTION NOTES -oc ev
CPP RG2 WILSON TNC s3E BE Mnak
1CO 4113 BNO FEGO y REa 1968 G DD 8 DU

Appendix D
Specifications
Carolina Poultry Power - Wilson March 2023

Wide Range of Flows and Angles
DESIGN FEATURES
• The original spiral nozzle invented by
BETE and continuously improved!
• High energy efficiency
• One-piece/no internal parts
• Clog -resistant performance
• High discharge velocity
• Male connection standard; female
connection available by special order
SPRAY CHARACTERISTICS
• Wide range of flow rates and spray angles
• Fine atomization
Spray patterns: Full Cone.
For Hollow Cone, see page 45
Spray angles: 500 to 1800
Flow rates: 0.5 to 3320 gpm
(Higher flow rates available)
Available with FM approval: N series (page 102), 1/4" TF8 NN, FCN in brass,
1/2" TF24-150 in multiple materials
Full Cone 60° (NN) Full Cone 90° (FCN)
Full Cone 150°/170°
60*, 90•, 120• Metal
90°. 120°
Dimensions are approximate. Check with BETE for critical dimension applications.
TF Full Cone Flow Rates and Dimensions
Full Cone, 60' (NN), 90* (FCN or FFCN), 120' (FC or FFC), 150*, and 170o Spray Angles, 118" to 4" Pipe Sizes
150°,170°
dd
PTFE not recommended at pressuApprox.
(in.)
Wt. (oz.)
above red line
Male
Available
GALLONS
PER MINUTE
@ PSI
Mel abovegreeal ONLY at nrlipressures
Free
Dim. (in.) for
60o 90°
Pipe
Nozzle
Spray Angles
K
5
10
20
30
40
50
60
80
100
200
400Orif.
Pass.
Metal Only*
120°
Size
Number
60° 90°120°150°170°
Factor
PSI
PSI
PSI
PSI
PSI
PSI
PSI
PSI
PSI
PSI
PSIDia.
Dia.
A** B
C
Metal Plas.
TF6
60° 90° 120° 150° 170°
0.221
0.495
0.70
0.99
1.21
1.40
1.57
1.71
1.98
2.21
3.13
4.4310.09
0.09
1.69 0.56
1.69
1/8
1.00 0.20
TF8
60° 90° 120° 150° 170°
0.411
0.919
1.30
1.84
2.25
2.60
2.91
3.18
3.68
4.11
5.81
8.22
0.13
0.13
1.69 0.56
2.19
TF6
60° 90° 120° 150° 170°
0.221
0.495
0.70
0.99
1.21
1.40
1.57
1.71
1.98
2.21
3.13
4.43
0.09
0.09
1.88 0.56
1.88
1/4
TF8
60° 90° 120° 150° 170°
0.411
0.919
1.30
1.84
2.25
2.60
2.91
3.18
3.68
4.11
5.81
8.22
0.13
0.13
1.88 0.56
2.38
1.25 0.20
TF10
60° 90° 120° 150° 170°
0.632
1.41
2.00
2.83
3.46
4.00
4.47
4.90
5.66
6.32
8.94
12.6
0.16
0.13
1.88 0.56
2.38
TF6
60° 90° 120°
0.221
0.495
0.70
0.99
1.21
1.40
1.57
1.71
1.98
2.21
3.13
4.43
0.09
0.09
TF6
60, 90° 120.
0.411
0.919
1.30
1.84
2.25
2.60
2.91
3.18
3.68
4.11
5.81
8.22
0.13
0.13
TF10
60° 900 1200
0.632
1.41
2.00
2.83
3.46
4.00
4.47
4.90
5.66
6.32
8.94
12.6
0.16
0.13
3/8
TF12
60° 90° 120° 150° 170°
0.949
2.12
3.00
4.24
5.20
6.00
6.71
7.35
8.49
9.49
13.4
19.0
0.19
0.13
1.88 0.69
2.38
1.63 0.25
TF14
60° 90° 120° 150° 170°
1.28
2.86
4.05
5.73
7.01
8.10
9.06
9.92
11.5
12.8
18.1
25.6
0.22
0.13
TF16
60° 90° 120° 150° 170°
1.68
3.75
5.30
7.50
9.18
10.6
11.9
13.0
15.0
16.8
23.7
33.5
0.25
0.13
TF20
60° 90° 120° 150° 170°
2.61
5.83
8.25
11.7
14.3
16.5
18.4
20.2
23.3
26.1
36.9
52.2
0.31
0.13
TF24
60° 90° 120° 150° 170°
3.81
8.52
12.1
17.0
20.9
24.1
26.9
29.5
34.1
38.1
53.9
76.2
0.38
0.19
1/2
TF28
60° 90° 120° 150° 170°
5.22
11.7
16.5
23.3
28.6
33.0
36.9
40.4
46.7
52.2
73.8
104
0.44
0.19
2.50 0.88
3.06
3.00 0.50
314
TF32
60° 90° 120° 150° 170°
6.64
14.8
21.0
29.7
36.4
42.0
47.0
51.4
59.4
66.4
93.9
133
0.50
0.19
2.75 1.13
3.50
5.50 0.88
TF40
60° 90° 120° 150° 170°
10.6
23.7
33.5
47.4
58.0
67.0
74.9
82.1
94.8
106
150
212
0.63
025
1
TF48
60° 90° 120° 150° 1700
15.0
33.6
47.5
67.2
82.3
95.0
106
116
134
150
212
300
0.75
0.25
3.63 1.38
4.38
8.50 2.50
TF56
60° 90° 120° 150° 170°
20.4
45.6
64.5
91.2
112
129
1 144
158
182
204
288
408
0.88
0.31
5.38
1112
TF64
60° 90° 120° 150° 170°
26.7
59.7
84.5
120
146
169
189
207
239
267
378
534
1.00
0.31
4.38 2.00
5.38
22.0 4.25
TF72
60° 90° 120° 150° 170°
30.4
67.9
96.0
136
166
192
1 215
235
272
304
429
607
1.13
0.31
5.63
TF88
60° 90° 120° 150° 170°
44.3
99.0
140
198
242
280
313
343
396
443
626
885
1.38
0.44
5.63 2.50
5.88
46.0 8.00
2
TF96 '
60° 900 1200 1500 1700
55.9
125
177
250
306
354
395
433
500
559
791
1120
1.50
0.44
6.88 2.50
7.00
54.0 9.00
TF112 '
60° 90° 120° 150° 170°
81.0
181
256
362
443
512
572
627
724
810
1150
1620
1.75
0.56
3
TF128 '
60° 90° 120° 150° 170°
107
239
339
480
588
679
759
831
960
1070
1510
2150
2.00
0.56
8.63 3.50
9.25
114 20.0
4
TF160 '
60° 90° 120°
166
371
525
442
909
1050
1170
1290
1480
1660
2350
3320
2.50
0.63
10.1 4.50
169 27.0
Flow Rate (GPM) = K PSI *Dimensions are for bar stock, cast sizes may vary. **60° nozzles slightly longer, consult BETE. ' Three turn nozzles
Standard Materials: Brass, 316 Stainless Steel, PVC, Polypropylene, and PTFE (Poly. not available for TF6 thru TF10).
Spray angle performance varies with pressure. Contact BETE for specific data on critical applications.
20

F
More information and current pricing:
www.us.endress.com/5W4C
Products Solutions Services
Proline Promag VAT 400
electromagnetic flowmeter
Versatile standard flowmeter for the water
and wastewater industry
Benefits:
■ Reliable measurement at constant accuracy with 0 x DN inlet run and
no pressure loss
■ Flexible engineering — sensor with fixed or lap -joint process
connections
■ Application fitness — EN ISO 12944 corrosion protection for
underground or underwater installation
■ Improved plant availability — sensor compliant with industry -specific
requirements
■ Safe operation — no need to open the device
■ Time -saving local operation without additional software and hardware
— integrated web server
■ Integrated verification and build-up detection — Heartbeat Technology
Specs at a glance
■ Max. measurement error Volume flow (standard): ±0.5 % o.r. ±
1 mm/s (0.04 in/s) Volume flow (option): ±0.2 % o.r. ± 2 mm/s
(0.08 in/s), Flat Spec
■ Measuring range 0.5 m3/h to 263000 m3/h (2.5gal/min to
1665 Mgal/d)
■ Medium temperature range Liner material hard rubber: 0 to +80
°C (+32 to +176 T) Liner material polyurethane: —20 to +50 °C (-
4 to +122 T) Liner material PTFE: —20 to +90 °C (-4 to +194 °F)
■ Max. process pressure PN 40, Class 300, 20K
• Wetted materials Liner material hard rubber: 0 to +80 °C (+32 to
+176 °F) Liner material polyurethane: —20 to +50 °C (-4 to +122
T) Liner material PTFE: —20 to +90 °C (-4 to +194 T) Electrodes:
1.4435 (316L); Alloy C22, 2.4602 (UNS N06022); Tantalum
Endress+Hauser iD

Proline Promag W 400 / 5W4C
Liquids
Field of application: With its international approvals for custody transfer
as well as drinking water, Promag W serves the broadest variety of
applications. It is available as both compact or remote version. Promag W
400 saves time and costs thanks to the broad functionality of its
transmitter optimized for Water & Wastewater. In addition, Heartbeat
Technology ensures measurement reliability and compliant verification.
Features and specifications
Measuring principle
Electromagnetic
Product headline
Versatile standard flowmeter for the water and wastewater industry.
Reliable measurement at constant accuracy with 0 x DN inlet run and no
pressure loss.
Ideal for water measurement, e.g. drinking water, utility water and
industrial/municipal wastewater.
Sensor features
Flexible engineering — sensor with fixed or lap -joint process connections.
Application fitness — EN ISO 12944 corrosion protection for underground
or underwater installation. Improved plant availability — sensor compliant
with industry -specific requirements.
International drinking water approvals. Degree of protection IP68 (Type
6P enclosure). Approved for custody transfer to MI-001/O1ML R49.
Transmitter features
Safe operation — no need to open the device due to display with touch
control, background lighting. Time -saving local operation without
additional software and hardware — integrated web server. Integrated
verification — Heartbeat Technology.
Transmitter housing made of durable polycarbonate or aluminium.
WLAN access. Integrated data logger: measured values monitoring.
Nominal diameter range
DN 25 to 3000(1 to 120")
2 Endress+Hauser

Proline Promag W 400 / 5W4C
Liquids
Wetted materials
Liner material hard rubber: 0 to +80 °C (+32 to +176 T)
Liner material polyurethane: -20 to +50 °C (-4 to +122 °F)
Liner material PTFE: -20 to +90 °C (-4 to +194 T)
Electrodes: 1.4435 (316L); Alloy C22, 2.4602 (UNS N06022); Tantalum
Measured variables
Volume flow, conductivity, mass flow
Max. measurement error
Volume flow (standard): ±0.5 % o.r. ± 1 mm/s (0.04 in/s)
Volume flow (option): ±0.2 % o.r. ± 2 mm/s (0.08 in/s), Flat Spec
Measuring range
0.5 m3/h to 263000 m3/h (2.5gal/min to 1665 Mgal/d)
Max. process pressure
PN 40, Class 300, 20K
Medium temperature range
Liner material hard rubber: 0 to +80 °C (+32 to +176 °F)
Liner material polyurethane: -20 to +50 °C (-4 to +122 °F)
Liner material PTFE: -20 to +90 °C (-4 to +194 °F)
Ambient temperature range
Liner material hard rubber: 0 to +80 °C (+32 to +176 T)
Liner material polyurethane: -20 to +50 °C (-4 to +122 T)
Sensor housing material
DN 25 to 300 (1 to 12"): AISi1OMg, coated
DN 25 to 2000 (1 to 78"): Carbon steel with protective varnish
Sensor connection housing (standard): AISilOMg, coated
Sensor connection housing (option): Polycarbonate
Transmitter housing material
Polycarbonat; AISi1OMg, coated
3 Endress+Hauser

Proline Promag W 400 / 5W4C
Liquids
Degree of protection
Compact version: IP66/67, type 4X enclosure
Sensor remote version (standard): IP66/67, type 4X enclosure
Sensor remote version (option): IP68, type 6P enclosure, with protective
varnish
according to EN ISO 12944 C5-M/Iml/lm2/lm3
Transmitter remote version: IP66/67, Type 4X enclosure
Display/Operation
4-line backlit display with touch control (operation from outside)
Configuration via local display, web browser and operating tools possible
Outputs
3 ouputs:
0-20 mA/4-20 mA HART (active)
Pulse/frequency/switch output (passive)
Pulse/frequency output (passive)
Switch output (passive)
Inputs
Status input
Digital communication
HART, PROFIBUS DP, EtherNet/IP, Modbus RS485
Power supply
AC 100...240 V / AC/DC 24 V
Hazardous area approvals
cCSAus
Metrological approvals and certificates
Calibration performed on accredited calibration facilities (acc. to ISO/IEC
17025), NAMUR
Custody transfer according to MI-001 or OIML R49 (optional class I in
combination with ODN inlet run)
Pressure approvals and certificates
CRN
4 Endress+Hauser

Proline Promag W 400 / 5W4C
Liquids
Material certificates
3.1 material
Hygienic approvals and certificates
Drinking water approval: ACS, KTW/W270, NSF 61, WRAS BS 6920
More information www.us.endress.com/5W4C
Endress+Hauser USA add resses.endress.com E n d ress +Hauser
United States [e-mail]

Applicator Sizing - Condensed (Flow)
Project
Project
Wellman
C.Project No.
0
Customer:
TAG
John Sandmann
Timestamp
10.02.2023 10:07 AM
Review number
7
Sales order number
Contact person
---
eMail:
---
------------------------------
Phone
---------------------------------------------------
---
Fax
-----------------------------------------------
---
General Parameters
Fluid
Water, potable
State
Liquid
Character
Clean
Abrasiveness
Not abrasive
Fluid type
Newtonian
Atmospheric Pressure
-------------------------------
14.696 psi_a
-------------------------------------------------------------
Standard
ASME (ANSI)
Flowmeter
Flowmeter
Promag W 400 Generation: 3 /
Model: 0
Flow Principle
Electromagnetic
Extended Order Code
5W4C2H"*******HA1 S*A
Meter Size
8"
Material (sensor) *
Hard -Rubber -Liner (0...+80°C)
Process connection*
Cl 150 ASME, 3160.4404 ASME B16.5 flange
Operating range min.
22.01 22.01 22.01 USGPM
Operating range max.
4843.15 4843.15 4843.15 USGPM
*The user is responsible for the selection of process -wetted materials
in view of their corrosion resistance. Endress+Hauser makes no
guarantees and assumes no liability for the corrosion resistance of the
materials selected here for the application described above.
***For error calculation, the specified reference conditions for the
calibration of the flowmeter according to ISO/IEC 17025 apply. Further
information in technical documentation.
Print date: 10.02.2023 10:07 AM
Applicator& 11.16.02 / 26.08.05
i
Operating Conditions
minimum
nominal
maximum
Requested Flow
800
1 200
1 350
USGPM
399 865
599 797
674 772
Ib/h
Pressure
3.5
3.5
3.5
psi_g
Temperature
68
68
68
°F
Density
0.9982
0.9982
0.9982
SG
Viscosity
1.0016
1.0016
1.0016
cP
Vapor Pressure
--------------------------
0.3393
-----------------
0.3393
-----------------
0.3393
-----------------
psi_a
Design pressure pressure
3.5
3.5
psi_g
(min/max)
Design temp. (min/
68
68
°F
max)
Sizing and Calculated Results
minimum
nominal
maximum
Requested Flow
800
1 200
1 350
USGPM
Velocity
5.066
7.6
8.55
ft/s
Pressure loss
n.a.
n.a.
n.a.
psi
Measurement error
0.56
0.54
0.54
%
volume flow***
Reynolds No.
313 953
470 929
529 795
Warning(s)
Notice(s
Message(s)
-1/2-
Under no circumstances is Endress+Hauser liable for errors, neither in the Software and in its documentation, nor for any errors
and consequential damage which may arise out of their use. The results in Applicator apply to parameters entered by the user. A Endress + H a u s e r
change in these parameters could lead to different results. Mandatory data can be found in the corresponding Operating Instruction People for Process Automation
(BA) and Technical Information (TI).

Applicator Sizing - Flow
Project: Wellman
Customer:
Contact person: --- Phone: ---
eMail: ---
TAG: John Sandmann
Timestamp:
10.02.2023 10:07 AM
Sales order number:
Fluid properties
sheet
Fluid
Fluid name
Water, potable
Chemical formula
H2O
Fluid description
Medium character
Clean
Conductivity
more than 50 pS/cm
Fluid group (PED)
Not considered for PED
Fluid type
Newtonian
Fluid stability
Stable
Tc (Critical temperature)
705.5 °F
Pc (Critical pressure)
3 208.24 psi
Calculated results
Density nom.
0.9982 SG
Viscosity nom.
1.0016 cP
Sound velocity nom.
4 867 ft/s
Spec. Enthalpy
0
Vapor pressure nom.
0.3393 psi_a
Reference values:
Normal conditions (SI):
Atmospheric pressure
14.696 psi_a
C.Project No
Fax:
Review number:
State
Calculation standard
Tm (Melting point)
Tb (Boiling point)
Pressure nom.
Temperature nom
7
0
Liquid
IAPWS
32.07 °F
212.1 °F
3.5 psi_g
68 °F
Standard conditions (US):
Atmospheric pressure 14.696 psi_a
Print date: 10.02.2023 10:07 AM - 2 / 2 -
Applicator®: 11.16.02 / 26.08.05
Under no circumstances is Endress+Hauser liable for errors, neither in the Software and in its documentation, nor for any errors
and consequential damage which may arise out of their use. The results in Applicator apply to parameters entered by the user. A Endress + H a u s e r
change in these parameters could lead to different results. Mandatory data can be found in the corresponding Operating Instruction People for Process Automation
(BA) and Technical Information (TI).

POLY -SWING FOOT VALVE
COMPACT
FLAPPER CLOSED BY SPRING ACTION
L° o Pro
Main Dimensions ANSI 150 lb Flange Pattern
NOMINAL
DIAMETER
LENGHT
WEIGHT
V (Pulg.)
D (in)
L (in)
LB
3"
14.56
13.77
21
4"
14.56
15.35
22
6"
18.50
18.50
41
8"
20A7
21.25
56
10"
24.80
25.19
1 88
12"
24.80
27.16
1 95
14"
25.19
32.67
115 7
An outstanding feature of the TERMOPRO PolyCheck Valve is the unique method of applying spring action to the closure of
the flapper. In the 6-8-10-12" valves the closing mechanism utilizes a knuckle action with two springs acting at the joint of
the knuckle. When the flapper is closed, although the spring action is at a minimum, mechanical advantage of the knuckle
joint multiplies the spring pressure many times, holding the flapper against the seat with much greater force than if the
springs were acting directly on the flapper itself. In the 3" and 4" valves we have developed a new knuckle joint that has a
single spring that improves performance.
[PRINCIPALES CARACTERISTICAS DE LA VQLVULA
COMPACT. The check valve goes inside the strainer, this way the foot valve is shorter allowing it to work in shallow water.
STURDY CONSTRUCTION. Reliable one piece corrosion proof High Density Polyethylene body and all working parts in
stainless steel. Valves are conservatively rated at 150 psi.
MINIMUM RESISTANCE TO THE FLOW. The inherent characteristics of a knuckle joint result in a minimum force being
applied against the flapper when it is in the wide open position. When the flapper is open, even though springs are
extended to their maximum, the actual force on the flapper is at minimum, assuring a minimum restriction to the flow.
NO NOISY HAMMERING. Hammering is caused by the sudden stoppage of the reversal flow. To operate silently, without
noisy hammering, a check valve must close quickly the moment the reversal flow starts, or when flow is zero. The
TERMOPRO PolyCheck Valve, because of the spring tension on the flapper, actually closes an instant before the reverse flow
commences, thus eliminating any hammering.
VERY LOW OPENING PRESSURE. Flapper requires less than 5psi to open.
OPERATES IN ANY POSITION. Regardless of the position in which it is installed — horizontal, vertical or angular- the
TERMOPRO PolyCheck Valve operates normally and effectively.
EASY TO INSPECT AND MAINTAIN. The TERMOPRO PolyCheck Valve can be readily removed for inspection. All internal
working parts are easily accessible and replaceable without the use of special tools. Simplicity of design assures long,
trouble -free service.
The strainer has al least 8 times bigger filter area than th suction area making it ideal for dirty water.

rnGOULDS
uPUMPS
An ITT Brand
Wellons Power Group
Client: Carolina Poultry Power
Proposal No: WELLONS22-12-11 DC-F81 01
Item No: Cooling Water Pumps (Base Offer)
Inquiry No: 12-6 EMAIL
Attn: Ray Wallace
MODEL: 3410 S SIZE: 4x6-11/5V QTY: 2
Operating Conditions
SERVICE
Cooling Water Pumps
LIQUID
Reservoir pond collection cooling water, Rated Temp. 70.0
deg F, SP.GR 1.000, Viscosity 1.000 cp, Rated/Max. suction
pressure 0.0 / 0.0 psi g
CAPACITY Rated
1,350.0 gpm
HEAD
400.0 (ft)
AMBIENT TEMP
Min//Max Temp. 104.0/104.0 deg F
Performance at
3570 RPM per HI 14.6 1 B basis power
PUBLISHED EFFY
83.0% (CDs)
RATED EFFY
82.5% with contract seal
RATED POWER
166.1 hp (incl. Mech. seal drag 0.88). (Run out 193.3 hp)
NPSHR
17.6 ft (available NPSH is 27.0 ft)
DISCH PRESSURE (R)
175.0 psi g (200.0 psi g @ Shut off) based on 0.0 psi g rated
suction pressure
PERF. CURVE
3851-2 (Rotation CW viewed from coupling end)
SHUT OFF HEAD
461.9 ft
MIN. FLOW
Continuous Stable: 561.8 gpm Hydraulic: 561.8 gpm
Thermal: N/A
Materials
DON COPPOCK
Sr. Application Engineer
ITT GOULDS PUMPS
Phone : [phone]
Mobile: [phone]
February 16, 2023
PRICES in USD
Pump Unit
Driver
Subtotal 2 Units
Boxing
Testing
Freight
Total 2 Units
CONSTRUCTION
Bronze fitted
CASING
Cast iron (max.casing pressure @ rated temp. 250.0 psi g)
CASING WEAR RING
Bronze
IMPELLER
Bronze - Enclosed (10.0000 in rated, max=10.3750 in, min=8.6250 in)
CASING GASKETS
Non asbestos
SHAFT MATERIAL
420SS
SHAFT TYPE
Straight bore
SHAFT SLEEVE
None
LUBRICATION
Regreasable bearings
GLAND
316SS Flush vent and drain with carbon restricting bushing
BEARINGS
SKF 6207 (Inboard) / SKF 3306 A/C3 (Outboard)
COUPLING
Rexnord (Falk) - T10 1090T-S.F. 1.00
COUPLING GUARD
Carbon steel
Zl/ ITT Page 1

Proposal No: WELLONS22-12-1 1 DC-F81 01 Item No: Cooling Water Pumps (Base Offer) MODEL: 3410 S 4x6-11/5V
BASEPLATE Cast iron D02698A
Sealing Method
MECHANICAL SEAL Goulds SealPlus SP1 CS (Carbon vs Silicon Carbide) - (Cartridge - Single)
Flanges
250# flat face
Frame Features
Labyrinth oil seals - Inpro VBX
Single extended shaft
Assembly and Testing
Casing - Standard hydro test
Impeller balanced to ISO G6.3
Non witness performance test per Hydraulic Institute - (HI-PERF)
Miscellaneous
Additional 300 series stainless nameplate (specify stamping) #ENTER VALUE#_:
Painting
Goulds Blue standard painting
Optional Features:
Instrumentation
Bearing Temperature Detection - B.B. with anti -friction bearings, duplex add 3,731
pair thrust bearings - QTY (3) RTD s-Non Hazardous
All above optional adders are per unit in (USD)
Noise Level Data
Predicted sound pressures level pump only in Decibels (db) Re 0.0002 microbars measured 3ft horizontally and 5ft from the
floor based on rated impeller diameter and rated conditions.
Noise Level 31.5 63 125 250 500 1k 2k 4k 8k A
Pump 1 0.01 42.71 55.01 63.71 69.11 69.31 72.71 68.31 59.01 76.6
Driver: Electric motor Manufacturer: Pump Mfg's Choice
FURNISHED BY
Pump Mfg
MOUNTED BY
Pump Mfg
RATING
250.0 hp (186.4 KW)
ENCLOSURE
TEFC - Inverter Duty
PHASE/FREQ/VOLTS
3/60 Hz/460
SPEED
3600 RPM
INSULATION/SF
F/1.15
FRAME
447TS
Driver Features
NEMA MG1 PART 31
Shaft grounding ring
Suitable for Variable frequency drive (VFD)
Boxing
Export
Freight Terms
The quoted freight terms are pre -paid and add. The market price for freight will be added to the invoice. Freight carrier
invoices are not available and will not be provided if requested. An ITT generated freight invoice can be provided upon
request.
i T T Page 2

Model: 3410 Size: 4x6-11 Group: S 60Hz RPM: 3570 Stages: 1
Job/Inq.No.: 12-6 EMAIL
Purchaser: Wellons Power Group
End User:
Carolina Poultry Power Issued by:
Don Coppock
Item/Equip.No.:
Cooling Water Pumps (Base Offer) Quotation
No.: WELLONS22-12-11 DC-F81 01
Date : 02/16/2023
Service :
Cooling Water Pumps
Order No.:
Certified By:
Rev.: 0
Operating Conditions
Pump Performance
Liquid:
q
Reservoir pond collection Published Efficiency:
cooling water
83.0 % Suction Specific Speed: 10,962 gpm(US) ft
Temp.:
70.0 deg F Rated Pump Efficiency:
82.5 % Min. Hydraulic Flow:
561.8 gpm
S.G./Visc.:
1.000/1.000 cp Rated Total Power:
166.1 hp Min. Thermal Flow:
N/A
Flow:
1,350.0 gpm Non -Overloading Power:
193.3 hp
TDH:
400.0 ft Imp. Dia. First 1 Stg(s):
10.0000 in
NPSHa:
27.0 ft NPSHr:
17.6 ft
Solid size:
Shut off Head:
461.9 ft
% Susp. Solids
Vapor Press:
Max. Solids Size:
0.6300 in
(by wtg):
Notes: 1. Power and efficiency losses are not reflected on the curve below.
2. Curve shown is at ambient temperature conditions.
ft
560
52C
480
440
40C
36C
32C
28C
24C
20C
16C
12(
•
•
- -
•- - • 11
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ENEENEENEENNEENEEN■
MENEENEEMENEEMENEEN
0, 400 600 800 1000 1200 1400 1 Wu I tiuu gpm
49
0 160 150 200 250 300 350 460 m'/h
m
.180
-160
-140
-120
-100
- 80
-60
-40
ITT

GOULDS Model 3410 S
PUMPS OUTLINE DRAWING
Size 4x6-11 ITT
3
Pvmr» Rnorilinntinn
T 24.22
6.50
i
Min. headroom required to remove upper half casing
12.38 10.50
13.26 ry
rT
6.00 6.00
I I
1.8
J - - f -
10.50
10.50
24.00
SUCT.FLANGE SIZE 6" DRILLING ANSI250 #
FACING FF FINISH SMOOTH
DISCH.FLANGE SIZE 4" DRILLING ANS1250 #
FACING FF FINISH SMOOTH
PUMP ROTATION LOOKING AT PUMP FROM MOTOR
CW
TYPE OF LUBRICATION REGREASABLE BEARINGS
COOLED NO
TYPE OF STUFFING BOX STANDARD
COOLED NO
TYPE OF SEALING MECHANICAL SEAL
Aifntnr .C»orifrntinvi
MOTOR BY
PUMP MFG
MOUNT BY PUMPMFG MFG, PUMP MFG'SCHOICE OREQUAL
FRAME
447TS
POWER 250.0 hp RPM 3600
PHASE
3
FREQUENCY 60 HZ VOLTS 460
INSULATION
F
S.F. 1.15
ENCLOSURE
TEFC- INVERTER DUTY
d v,rilinvti� �'nanifrntint�
COUPLING BY PUMP MFG CPLG TYPE REXNORD FALK TI01090T
CPL GUARD BY PUMP MFG CPLG GUARD MATL CARBONSTEEL
BASEPLATE CAST IRON D02698A
MECH.SEAL GOULDS SEALPLUS SPICS CARBON VS SILICON CARBIDE
Typical Anchor Bolt Installation
p**3.50
Grout.Clearance 1_1.50max.0.75min.�RefertopumpIOM
for typical grouting
and anchoring
details
All dimensions are in inches.
Drawing is not to scale
Weights (lbs) are approximate
=ORM # ED0188 N/A I Program Version 1.76.0.0
Weights and Measurements
PUMP 410.0 lb
MOTOR
2,260.0 lb
BASEPLATE
490.0 lb
TOTAL
3,160.0 lb
GR.VOLUME w/BOX
101.7 ft 3
GR.WEIGHT w/BOX
3,669.0 lb
Notes and Keterences
- MTR DIMENSIONS ARE APPROXIMATE
INSTALL FOUNDATION BOLTS IN PIPE SLEEVES
ALLOW FROM 0.75 to 1.501n. FOR
GROUTING. SEE INSTRUCTION BOOK FOR DETAILS
'* Foundation bolt grip thickness
FOR PUMP TAPPED OPENINGS REFER TO DWG.:
TWELLONS22-12-11DC-F8101 /Cooling Water Pumps
DRAWING IS FOR REFERENCE ONLY.
NOT CERTIFIED FOR CONSTRUCTION UNLESS SIGNED.
Customer: Wellons Power Group
Serial No:
Customer P.O. No:
Item No: Cooling Water Pumps (Base Offer)
Project No: RG2 Proj #B-14113
End User: Carolina Poultry Power CopVright 2023
Service: Cooling Water Pumps ITIF Corp
DRAWING NO WELLONS22-12-11DC-F81 01/Cooling Water Pum

Appendix E
Engineering Calculations
Carolina Poultry Power - Wilson March 2023

DESIGN PARAMETERS: Mass and Energy Balance
PROJECT: Evaporation Cooling Pond System RG2
Wilson, North Carolina
BY: Qualia Data Solutions
ESIGN SUMMARY
Variabl Unit Value JJW
WLL-1000 Circulating Water: Flow In gpm 1,250
Ref/Comment
WILL
Circulating Water: Flow Out
gpm
1,250
WLL-1002
Circulating Water: Flow In
gpd
1,800,000
WLL-1003
Circulating Water: Flow Out
gpd
1,800,000
215,827
WLL-1004
Net Inffluent from condenser
gpd
0
WLL-1005
Influent from Source #2
gpd
0
0
WLL-1006
Influent from Source #3
gpd
0
WLL-1007
Influent from Stormwater
gpd
0
WLL-1008
Net from rain into pond average
gpd
1,316
WLL-1009
Precipation - Lake Evaporation
in/yr
9.6
WLL-1010
Free Board
ft
2
WLL-1011
Slope: linear-length/height
ratio
2.5
WLL-1012
Total Net Influent Volume
gpd
1,801,316
WLL-1013
Hydraulic retention time
day
1.87
WLL-1014
Length of pond
ft
400
WLL-1015
Width of pong
ft
200
WLL-1016
Depth of pond
ft
7
WLL-1017
ENERGY BALANCE
WLL-1018
Temperature of flow in
° F
205
WLL-1019
Temperature of flow out
° F
80
WLL-1020
Temperature drop, delta T
deltaT
125
WLL-1021
Cooling load
Btu/day
1,876,500,000
78,187,500
WLL-1022
Evaporative cooling loss
gpd
231,006
1,926,591
WLL-1023
Evaporative cooling loss
gpm
160
231,006
WLL-1024
Latent heat of evaporation @ 205 F
Btu/Ib
974
28308
N. D�r''•`-�

DESIGN PARAMETERS: Mass and Energy Balance
PROJECT: Evaporation Cooling Pond System RG2
Wilson, North Carolina
BY: Qualia Data Solutions
Variable
Unit Value
Ref/Comment
Wellons WATER CHARACTERISTICS
WLL-1100
Circulating Water: Flow In
gpm
1,250
WLL-1101
Circulating Water: Flow In
gpd
1,800,000
WLL-1102
Circulating Water: Flow In
MGD
1.800
WLL-1103
Precipitation, net
gpm
0.914
WLL-1104
I Precipitation, net
gpd
1,316
WLL-1105
Source #3 effluent, >100 T
gpm
0
WLL-1106
Source #3 effluent, >100 °F
gpd
0
WLL-1107
Source #3 effluent, >100 T
MGD
0.000
WLL-1108
Source #4 supply, 203 °F
gpm
0
WLL-1109
Source #4 supply, 203 °F
gpd
0
WLL-1110
Source #4 supply, 203 °F
MGD
0.000
WLL-1111
Total Wellons Effluent
gpm
1,251
WLL-1112
Total Wellons Effluent
gpd
1,801,316
WLL-1113
Total Wellons Effluent
MGD
1.801
WLL-1114
Total dissolved solids, TS
mg/L
1,200
considered clean
WLL-1115
Total suspended solids, TSS
mg/L
20
WLL-1116
Biological Oxygen Demand, BODs
mg/L
< 5
WLL-1117
jTotal dissolved solids, TS
mg/L
1,500
WLL-1118
Total suspended solids, TSS
mg/L
300
WLL-1119
Biological Oxygen Demand, BODs
mg/L
< 5
WLL-1120
Total Kjadahl nitrogen, TKN
mg/L
< 5
WLL-1121
Total ammonical nitrogen, NH3-N
mg/L
<5
WLL-1122
Temperature of flow in
° F
205
WLL-1123
Temperature of flow out
° F
80
,.�a CARS%
E��� J�
�E N. by

DESIGN PARAMETERS: Source #2 Effluent Mass and Energy Balance
PROJECT: Evaporation Cooling Pond System RG2
Wilson, North Carolina
BY: Qualia Data Solutions
Variable
Unit
Value
Ref/Comment
NESource
#2 FOODS PROCESS FLOWS
WLL-1200
Maximum flow rate
gpm
0
WLL-1201
Operating Hours
hr/wk
168
WLL-1202
Hours per day
hr/day
24
WLL-1203
Total Source #2 Effluent, average flow
gpm
0
WLL-1204
Total Source #2 Effluent
gpd
0
WLL-1205
Total Solids, TS
mg/L
2,000
WLL-1206
Total suspended solids
mg/L
800
WLL-1207
Biological oxygen demand, BOD5
mg/L
20
WLL-1208
jTotal Kjadahl nitrogen
mg/L
65
WLL-1209
Temperature of effluent
° F
75
WLL-1210
WLL-1211
Pumping Option 1: Daily flow in 8 hours
0
8
WLL-1212
Pumping Option 2: Daily flow in 6 hours
,
0
6
WLL-1213
.�'� .... '--
Pumping Option 3: Daily flow in 4 hours E
'ssf'-.
0
4
. D : of �ti'•. L - ,c,�-�
=4 SEAL `` - � U
'1ZN.D`1 Z

Rainfall, Snow, lake evaporation, 10-yr 1-hr
DESIGN PARAMETERS: rain intensity
PROJECT: Evaporation Cooling Pond System RG2
Wilson, North Carolina
BY: Qualia Data Solutions
Variable
Unit
Value
Ref/Comment
Wilson Projected Precipitation
WLL-1300
January
in
3.43
WLL-1301
February
in
3.31
WLL-1302
March
in
4.02
WLL-1303
April
in
3.03
WLL-1304
May
in
3.19
WLL-1305
June
in
3.74
WLL-1306
July
in
3.66
WLL-1307
August
in
4.21
WLL-1308
September
in
3.23
WLL-1309
October
in
3.39
WLL-1310
November
in
3.15
WLL-1311
December
in
3.27
WLL-1312
Total precipation
in
41.63
WLL-1313
Total average snow
in
4.00
WLL-1314
Average annual lake evaporation
in
36.00
WLL-1315
Rain + snow - Evaporation
in
9.63
WLL-1316
10-year, 1-hr rainfall intensity
in
2.60
design pond rain
water
WLL-1317
ITemperature of rainwater
° F
70
- 28308�'Z Cam'25
%I

DESIGN PARAMETERS: Stormwater Mass and Energy Balance
PROJECT: Evaporation Cooling Pond System RG2
Wilson, North Carolina
BY: Qualia Data Solutions
Variable jUnit
Value
Ref/Comment
Storm water metrics
WLL-1400
10-year, 1-hr rain intensity
in
2.60
WLL-1401
Annual precipitation
in
41.63
WLL-1402
Stormwater collection surface area
sqft
0
WLL-1403
Pond Surface area
sqft
80,000
WLL-1404
Average daily stormwater inflow
gpd
0
WLL-1405
Average daily stormwater inflow
gpm
0
WLL-1406
Total Solids, TS
mg/L
2,500
WLL-1407
Total suspended solids
mg/L
1,300
WLL-1408
Biological oxygen demand, BODS
mg/L
<5
WLL-1409
ITotal Kjadahl nitrogen
mg/L
<5
WLL-1410
ITemperature of stormwater
° F
70
`,,,Illlll
IA
`��4SEALCo
�`�`~= -
28309
N.
,''�t111111111151\\\\`\

DESIGN PARAMETERS: Volume and Level Computations
PROJECT: Evaporation Cooling Pond System RG2
Wilson, North Carolina
BY: Qualia Data Solutions
Wellons EVAPORATIVE VOLUME VERSUS DEPTH
#
Depth
Elevation
Length
Width
X, Linear
Area
slope
Cum. Vol.
Cum. Vol.
ft
ft
ft
ft
sq.ft
cu.ft
gal
WLL-1500
9.00
79.00
400.0
200.0
22.5
80,000
2.50
604,570
4,522,791
WLL-1501
8.50
78.50
397.5
197.5
21.31
78,506
2.50
564,945
4,226,350
WLL-1502
8.00
78.00
395.0
195.0
20.0
77,025
2.50
526,063
3,935,474
WLL-1503
7.50
77.50
392.5
192.5
18.8
75,556
2.50
487,918
3,650,114
WLL-1504
7.00
77.00
390.0
190.0
17.5
74,100
2.50
450,505
3,370,226
WLL-1505
6.50
76.50
387.5
187.5
16.3
72,656
2.50
413,816
3,095,761
WLL-1506
6.00
76.00
385.0
185.0
15.0
71,225
2.50
377,847
2,826,672
WLL-1507
5.50
75.50
382.5
182.5
13.8
69,806
2.50
342,590
2,562,915
WLL-1508
5.00
75.00
380.0
180.0
12.5
68,400
2.50
308,039
2,304,440
WLL-1509
4.50
74.50
377.5
177.5
11.3
67,006
2.50
274,188
2,051,203
WLL-1510
4.00
74.00
375.0
175.0
10.0
65,625
2.50
241,031
1,803,155
WLL-1511
3.50
73.50
372.5
172.5
8.8
64,256
2.50
208,562
1,560,250
WLL-1512
3.00
73.00
370.0
170.0
7.5
62,900
2.50
176,773
1,322,442
WLL-1513
2.50
72.50
367.5
167.5
6.3
61,556
2.50
145,660
1,089,684
WLL-1514
2.00
72.00
365.0
165.0
5.0
60,225
2.50
115,216
861,928
WLL-1515
1.50
71.50
362.5
162.5
3.8
58,906
2.50
85,434
639,129
WLL-1516
1.00
71.00
360.0
160.0
2.5
57,600
2.50
56,308
421,239
WLL-1517
0.50
70.50
357.5
157.5
1.3
56,306
2.50
27,832
208,211
WLL-1518
0.00
70.00
355.0
155.0
0.0
55,025
2.50
,,,,,,,,, 0
0
CARO",,
4�SEALV,
28308�- `�

Appendix F
Drawings Package
Carolina Poultry Power - Wilson March 2023

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PB 40, PGs 242 & 243
TRACT 1
N 52°47'54" E 1,175.00'(TOT.)
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PORTION OF TRACT 1
AREA = 10.840 ACRES
EPKN
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RAILROAD TRACKS AND THE CITY OF
WILSON 30' RIGHT-OF-WAY EASEMENT clil
I
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20.00'
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78.38' \
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77.39' �86°
LEGEND ` N 66°25'52" W `9S��78,
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REVIEW OFFICER
STATE OF NORTH CAROLINA
COUNTY OF WILSON
REVIEW OFFICER OF WILSON COUNTY, CERTIFY
THAT THE MAP OR PLAT TO WHICH THIS
CERTIFICATION IS AFFIXED MEETS ALL STATUTORY
REQUIREMENTS FOR RECORDING.
DATE
REVIEW OFFICER
LINE TABLE
COURSE
BEARING
DISTANCE
L1
S 81°28'48" W
74.37'
L2
N 23°51'34" W
107.52'
L3
N 26'33'34" W
42.48'
L4
N 34'48'57" W
40.28'
L5
N 41°27'55" W
38.38'
L6
N 44°48'20" W
44.94'
L7
N 52*48'12" W
15.71'
L8
N 64°57'53" W
39.34'
L9
N 81'30'08" W
38.16'
L10
S 75°52'29" W
39.09'
L11
S 66°24'56" W
35.57'
L12
S 67°08'53" W
36.20'
L13
S 77*45'12" W
28.88'
L14
N 78*25'17" W
45.78'
CERTIFICATION
I, JOHN G. GETSINGER, JR., CERTIFY THAT THIS
PLAT WAS DRAWN UNDER MY SUPERVISION FROM
AN ACTUAL SURVEY MADE UNDER MY
SUPERVISION (MAP RECORDED IN PLAT BOOK 40,
PAGE(S) 242 & 243; THAT THE BOUNDARIES NOT
SURVEYED ARE CLEARLY INDICATED AS DRAWN
FROM INFORMATION FOUND IN BOOK PAGE
; THAT THE RATIO OF PRECISION AS
CALCULATED IS 1:10,000+; THAT THIS PLAT WAS
PREPARED IN ACCORDANCE WITH G.S. 47-30 AS
AMENDED. WITNESS MY ORIGINAL SIGNATURE,
LICENSE NUMBER AND SEAL THIS 21st DAY OF
NOVEMBER , A.D., 2021
I JOHN G. GETSINGER, JR., PLS L-4508
R/trFR q A(c �2'Op o �q%&
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Sup FFR1.4
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\I 3� SIP
TIMOTHY EARL RHODES
DB 2698, PG 75
\ PARCEL 1
BEARINGS & DISTANCES ALONG PROPOSED 20' ACCESS & UTILITY EASEMENT "B" \ I
N 80°32'49" E-
112.99'(TIE)
LINE TABLE
COURSE
BEARING
DISTANCE
L15
N 35*49'05" W
12.88'
L16
N 34*25'41" W
49.38'
L17
N 30'24'01" W
46.91'
L18
N 22*2VO1" W
51.39'
L19
N 11*51'21" W
49.63'
L20
N 01*37'17" W
47.58'
L21
N 04°16'09" E
24.70'
L22
N 13°15'23" E
12.12'
L23
N 22°48'02" E
14.53'
L24
N 22°48'02" E
11.41'
L25
N 26°01'17" E
7.85'
L26
N 75°18'39" E
26.38'
L27
S 26°01'17" W
24.49'
L28
S 22°48'02" W
23.70'
LINE TABLE
COURSE
BEARING
DISTANCE
L29
S 13° 15'23" W
8.88'
L30
S 04' 16'09" W
22.10'
L31
S 01 °37' 17" E
44.76'
L32
S 11*51'21" E
46.00'
L33
S 22°21'01" E
48.14'
L34
S 30°24'01 " E
44.79'
L35
S 34°25'41 " E
48.43'
L36
S 35°49'05" E
4.84'
L37
S 78*25'17" E
33.76'
L38
N 77*45'12" E
22.80'
L39
N 67°08'53" E
34.21'
L40
N 66°24'56" E
37.09'
L41
N 75°52'29" E
44.74'
L42
S 81°30'08" E
45.06'
LINE TABLE
COURSE
BEARING
DISTANCE
L43
S 64°57'53" E
44.38'
L44
S 52*48'12" E
19.24'
L45
S 44°48'20" E
46.92'
L46
S 41°27'55" E
40.12'
L47
S 34°48'57" E
42.88'
L48
S 26°33'34" E
44.40'
L49
S 23°51'34" E
92.74'
L50
j N 81-28'48" E
1 55.42'
NOTES
1.
THE SURVEYED PORTION OF THIS PROPERTY IS NOT LOCATED IN A
SPECIAL FLOOD HAZARD AREA AS DETERMINED BY THE FEDERAL
EMERGENCY MANAGEMENT AGENCY. REFERENCE WILSON COUNTY
to A
FIRM(S) 3720372000K & 3720373000K, BOTH DATED APRIL 16, 2013.
0%%11s'111,,,, C �i
4'°�i ��'
2.
REFERENCE: PLAT BOOK 40, PAGE(S) 242 & 243 OF THE WILSON COUNTY
REGISTER OF DEEDS.
L3.
ALL AREAS CALCULATED BY COORDINATE GEOMETRY.
� I_
4.
THIS IS A SURVEY OF ANOTHER CATEGORY, SUCH AS THE
I�LJ1` RL4�E�R fiICiN,
RECOMBINATION OF EXISTING PARCELS, A COURT -ORDERED SURVEY,
CV4NCES,S�iES
OR OTHER EXEMPTION OR EXCEPTION TO THE DEFINITION OF
SUBDIVISION.
zi
i/z
5.
THERE ARE IMPROVEMENTS LOCATED ON THIS PROPERTY. HOWEVER,
THEIR LOCATION AND TYPE ARE NOT SHOWN ON THIS SURVEY IF THEY
WERE LOCATED OUTSIDE OF THE 10.840 ACRES BOUNDARY.
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ALLIANCE ONE NORTH
AMERICA, LLC
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TIMOTHY EARL RHODES
DB 2698, PG 75
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100, 50, 0
GRAPHIC SCALE: 1" = 100'
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SHEET 1 OF 2 A PORTION OF PARCEL #3720861702.000
SURVEY FOR
STOCKPORT LIMITED PARTNERSHIP
REFERENCE: BEING A PORTION OF TRACT 1 AS
DESCRIBED IN PLAT BOOK 40, PAGE(s) 242 & 243 OF THE
WILSON COUNTY REGISTER OF DEEDS
CITY OF WILSON, WILSON COUNTY, NORTH CAROLINA
OWNER: CITY OF WILSON
ADDRESS: P.O. BOX 10
WILSON, NC 27894-0010
PHONE: [phone]
Baldwin DesignLG 349H SURVEYED: CBM APPROVED: JGG
CLOSURE CHECK BOUNDARY Consultants, PA DRAWN: JGG DATE: 11/21/2021
ENGINEERING - SURVEYING - PLANNING
CHECKED: JGG DATE: 11/21/2021 1700-D EAST ARLINGTON BOULEVARD CHECKED: JGG SCALE: 1" = 100'
GREENVILLE, NC 27858 252.756.1390

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