NC0058297_Owner Name Change_20150723

/!L Atlanta Environmental Management,Inc.
1-i l:'nr it onmentnl Con.ru/ting.Engineering.11r ogeologic Sen ices
July 23, 2015
M . Bob Sledge RECEIVED/DENR/DWR
Compliance and Expedited Permitting
Division of Water Resources
NCDENR/NPDES Program JUL 2 fi 2015
Water Quality Permitting Section
1617 Mail Service Center Water Quality
Raleigh, North Carolina 27699-1617 Permitting Section
Re: Permit Name/Ownership Change Request
Wastewater NPDES Permit No. NC0058297
North Carolina Renewable Power—Elizabethtown, LLC
3100 West Broad Street, Elizabethtown, North Carolina 28337
AEM Project No. 1520-1501
Dear Mr. Sledge:
On behalf of North Carolina Renewable Power—Elizabethtown, LLC, enclosed please
find an original signed Permit Name/Ownership Change Request Form for the former East
Carolina Energy Investments, LLC, facility's National Pollutant Discharge Elimination System
Wastewater Permit located at 3100 West Broad Street, Elizabethtown, North Carolina (see
Attachment A). North Carolina Renewable Power—Elizabethtown, LLC, purchased the assets of
East Carolina Energy Investments in two separate asset purchase transactions (August 2014
and March 2015). Copies of these purchase agreements are included in Attachment B. North
Carolina Power—Elizabethtown leases the physical land from the current property owner, and
the lease expires in 2015. A copy of the lease agreement is also attached (see Attachment C).
If you have any questions, please do not hesitate to contact us at 404-329-9006 or via
e-mail at [e-mail].
Sincerely,
Atlanta Environmental Management, Inc.
•
L-.na Miles, CHMM
Senior P •je t Manager
41 e
Janet T. Hart
President
/krf
c: Mark Fowler(Green Fuels Energy) via e-mail
Attachments
2580 Northeast Expressway • Atlanta,Georgia 30345
15-135 Telephone:[phone] • Fax:[phone]

ATTACHMENT A
Wastewater NPDES Permit No. NC0058297
North Carolina Renewable
Power-Elizabethtown, LLC
.
15-135/ATTACHMENTS C)

RECEIVED/DENR/DWR
Q � JUL 2 7 2015
NCDENRWater Quality
Permitting Section
North Carolina Department of Environment and Natural Resources
Division of Water Resources
Pat McCrory Donald R.van der Vaart
Governor WATER QUALITY PERMITTING SECTION Secretary
PERMIT NAME/OWNERSHIP CHANGE REQUEST'AV.'.
.
This form is for ownership changes or name changes of NPDES wastewater permits.
• "Permittee"references the existing permit holder
• "Applicant"references the entity applying for the ownership/name change.
I. NPDES Permit No.(for which the change is requested): N C 0 0 5 8 2 9 7
or
Certificate of Coverage#: N C G 5
H. Existing Permittee Information:
a. Permit issued to(company name): East Carolina Energy Investments,LLC
b. Person legally responsible for permit: Thomas J McKittrick
First MI Last
Managing Member
Title
5320 Old Pineville Road
Permit Holder Mailing Address
Charlotte NC 28217-
City State Zip
[phone] [phone]
Phone Fax
c. Facility name: East Carolina Energy Investments, LLC
d. Facility's physical address: 3100 West Broad Street
Address
Elizabethtown NC 28337-
City State Zip
e. Facility contact person: Thomas McKittrick [phone]
First / MI / Last Phone
III. Applicant Information:
a. Request for change is a result of: ❑ Change in ownership of the facility
® Name change of the facility or owner
If other please explain:
b. Permit issued to(company name): North Carolina Renewable Power-Elizabethtown,
LLC
c. Person legally responsible for permit: Steven R Ingle
First MI Last
Vice- President of Engineering
Title
4599 East Lake Boulevard
Permit Holder Mailing Address
Birmingham AL 35217-
City State Zip
[phone] [e-mail]
Page 1 of 2 Revised 7/01/2014

RECEIVED/DENR/DWR
A:7M JUL 2 7 2015
NCDENRWater Quality
Permitting Section
North Carolina Department of Environment and Natural Resources
Division of Water Resources
Pat McCrory Donald R.van der Vaart
Governor WATER QUALITY PERMITTING SECTION Secretary
PERMIT NAME/OWNERSHIP CHANGE REQUEST
This form is for ownership changes or name changes of NPDES wastewater permits.
• "Permittee"references the existing permit holder
• "Applicant"references the entity applying for the ownership/name change.
I. NPDES Permit No.(for which the change is requested): N C 0 0 5 8 2 9 7
or
Certificate of Coverage#: N C G 5
II. Existing Permittee Information:
a. Permit issued to(company name): East Carolina Energy Investments, LLC
b. Person legally responsible for permit: Thomas J McKittrick
First MI Last
Managing Member
Title
5320 Old Pineville Road
Permit Holder Mailing Address
Charlotte NC 28217-
City State Zip
[phone] [phone]
Phone Fax
c. Facility name: East Carolina Energy Investments, LLC
d. Facility's physical address: 3100 West Broad Street
Address
Elizabethtown NC 28337-
City State Zip
e. Facility contact person: Thomas McKittrick [phone]
First / MI / Last Phone
III. Applicant Information:
a. Request for change is a result of: ❑ Change in ownership of the facility
Z Name change of the facility or owner
If other please explain:
b. Permit issued to(company name): North Carolina Renewable Power- Elizabethtown,
LLC
c. Person legally responsible for permit: Steven R Ingle
First MI Last
Vice - President of Engineering
Title
4599 East Lake Boulevard
Permit Holder Mailing Address
Birmingham _ AL 35217-
City State Zip
[phone] [e-mail]
Page 1 of 2 Revised 7/01/2014

North Carolina Renewable Power-Elizabethtown,
d. Facility name: LLC
e. Facility's physical address: 3100 West Broad Street
Address
Elizabethtown NC 28337-
City State Zip
f. Facility contact person: Steven R Ingle
First MI Last
Vice -President of Engineering
Title
[phone] [e-mail]
Phone E-mail Address
IV. Will the permitted facility continue to conduct the same commercial/industrial activities conducted prior to
this ownership or name change?
❑ Yes
North Carolina Renewable Power- Elizabethtown, LLC, is not
® No(please explain) operational at this time. However,upon operation the facility will not
use coal as a fuel source; only biomass,poultry litter, swine litter, and
creosote ties.
If applicable,the applicant shall submit a major permit modification request to DWR.A major modification shall be
defined as one that increases the volume,increases the pollutant load,results in a significant relocation of the
discharge point,or results in a change in the characteristics of the waste generated.
V. Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS ARE
INCOMPLETE OR MISSING:
1. This completed application is required for both name change and/or ownership change requests.
2. Legal documentation of the transfer of ownership(such as relevant pages of a contract deed,or a bill of sale)is
required for an ownership change request. Articles of incorporation are not sufficient for an ownership change.
Applicable regulations:40 CFR 122.41,40 CFR 122.61 and 15A NCAC 02H.0114
The certifications below must be completed and signed by both the permit holder prior to the change(Permittee),and the
new applicant in the case of an ownership change request. For a name change request,the signed Applicant's Certification
is sufficient.
PERMITTEE C ' ICATION(Permit holder prior to ownership change):
mooI,Thomas . is attest that this application for a name/ownership change has been reviewed and is accurate and
comple to the be• of my knowledge. I understand that if all required parts of this application are not completed and that
if all -quired su' .srtin: .nformation is not included,this application package will be returned as incomplete.
A, 1/2//3
Signature Date
AP' ICANT CERTIFICATION
I,Steven R Ingle,attest that this application for a name/ownership change has been reviewed and is accurate and complete
to the best of my knowledge. I understand that if all required parts of this application are not completed and that if all
required supportinginfo u. '•• ' _.•• ' cluded,this application package will be returned as incomplete.
S' Date
**************************
NPDES PERMIT NAME/OWNERSHIP CHANGE REQUEST
Page 2 of 2 Revised 7/01/2014

Division of Water Resources
Water Quality Permitting Section
1617 Mail Service Center
Raleigh,North Carolina 27699-1617
NPDES PERMIT NAME/OWNERSHIP CHANGE REQUEST
Page 3 of 2 Revised 7/01/2014

ATTACHMENT B
Purchase Agreements
Aiwa
saeurrcwe►rca

BILL OF SALE
(East Carolina Energy Investments, LLC conveying Elizabethtown Assets to North
Carolina Renewable Power-Elizabethtown, LLC)
Reference is made to that certain Sale and Purchase Agreement having an effective date
of March 26,2015 (the"Agreement"),among LUMBERTON INVESTMENTS 1, LLC,a North
Carolina limited liability company and EAST CAROLINA ENERGY INVESTMENTS, LLC, a
North Carolina limited liability company, collectively, as sellers, on the first part; NORTH
CAROLINA RENEWABLE POWER - LUMBERTON, LLC, a Delaware limited liability
company and NORTH CAROLINA RENEWABLE POWER - ELIZABETHTOWN, LLC, a
Delaware limited liability company, collectively, as purchasers, on the second part;together with
GEORGIA RENEWABLE POWER, LLC, a Delaware limited liability company, as an
additional party.
East Carolina Energy Investments, LLC ("Seller" hereunder) and North Carolina
Renewable Power- Elizabethtown,LLC ("Purchaser" hereunder)are each a"Party"to this Bill
of Sale and are sometimes collectively referred to as "Parties." Unless context otherwise
requires, capitalized terms used in this Bill of Sale without definition shall have the meanings
ascribed to such terms in the Agreement. This Bill of Sale is dated and made effective as of the
26th day of March,2015 (the "Effective Date").
Pursuant to the Agreement and in consideration of good and valuable consideration as
recited in the Agreement,the receipt and adequacy of which is hereby acknowledged, Seller does
hereby sell, assign,transfer, convey, set over and deliver unto Purchaser, effective as of the date
hereof, all rights, title and interest of Seller in and to each of the Elizabethtown Assets (as
defined in the Agreement).
Seller agrees that it will at any time and from time to time, at the written request of
Purchaser, execute and deliver to Purchaser all other and further• instruments reasonably
necessary to vest in Purchaser all of Seller's title, right and interest in or to any of the real or
personal property which this instrument purports to transfer to Purchaser.
This instrument and any covenants set forth herein shall be binding upon and shall inure
to the benefit of the Parties and their respective successors and assigns.
•
This Bill of Sale and any amendments hereto may be executed in one or more
counterparts, by electronic signature or otherwise, each of which shall be deemed to be an
original by the Parties executing such counterpart, but all of which shall be considered one and
the same instrument.
Nothing contained in this Bill of Sale shall be deemed to supersede,enlarge on or modify
any provision or any of the obligations, agreements, covenants, representations or warranties of
the Seller or Purchaser contained in the Agreement, all of which survive the execution and
delivery of this Bill of Sale as provided and subject to the limitations set forth in the Agreement.
If any conflict exists between the terms of this Bill of Sale and the Agreement,then the terms of
the Agreement shall govern and control.
19338515v.1
•

IN WITNESS WHEREOF, the undersigned has executed this Bill of Sale as of the
Effective Date.
SELLER:
EAST CARO I NERGY INVESTMENTS,
LLC, a North P: • 'r : limited liability company
By: �:1/ ��
Name: , r r
Title: Ali ' •, •
PURCHASER:
NORTH CAROLINA RENEWABLE POWER-
ELIZABETHTOWN, LLC, a Delaware limited
liability company
By:
Name:
Title:
a gnatanPage to Eflbobet haws dlfl°Jauk
•

IN WITNESS WHEREOF, the undersigned has executed this Bill of Sale as of the
Effective Date.
SELLER:
EAST CAROLINA ENERGY INVESTMENTS,
LLC,a North Carolina limited liability company
By:
Name:
Title:
PURCHASER:
NORTH CAROLINA RENEWABLE POWER-
ELIZABETHTOWN, LLC, a Delaware limited
liability company
By: 411,1.#
Name: j am I
Title: ;mo �nS
&panne P a lig of Sao

THIS PAGE INTENTIONALLY LEFT BLANK

a
AGREEMENT OF SALE
THIS AGREEMENT OF SALE (this "Agreement"), dated as of August 21, 2014 (the
"Effective Date"), is made by EAST CAROLINA ENERGY INVESTMENTS, LLC, a North
Carolina limited liability company("East Carolina"), LUMBERTON INVESTMENTS 1,LLC,
a North Carolina limited liability company ("Lumberton") (collectively, "Seller") and
GEORGIA RENEWABLE POWER, LLC,a Delaware limited liability company("Purchaser").
East Carolina, Lumberton, and Purchaser are each a "Party" to this Agreement and are
sometimes collectively referred to as"Parties."
RECITALS
A. This Agreement is for the sale of Assets(hereinafter defined)associated with(i)a
former-coal fired power plant located at 3100 West Broad Street, Elizabethtown Township,
North Carolina(the "Elizabethtown Plant") and (ii) a former coal-fired power plant located at
1866 Hestertown Road,Lumberton Township,North Carolina(the"Lumberton Plant").
B. The term "Seller" refers, unless the context otherwise requires, to East Carolina
and Lumberton collectively,and in all respects East Carolina and Lumberton shall have joint and
several liability with respect to each and every obligation,covenant,representation,warranty and
other obligation made pursuant to this Agreement. East Carolina and Lumberton shall act jointly
for all purposes of this Agreement.
1
i TERMS OF SALE
1. Agreement of Purchase and Sale.
(a) Subject to the terms and conditions herein set forth, on the Closing Date (as
hereinafter defined), Seller agrees to sell, transfer, assign and convey to
Purchaser, and Purchaser agrees to purchase, acquire, assume and accept from
Seller the following:
(1) East Carolina's right, title and interest in and to the fixtures, equipment,
personal property, parts, tools, infrastructure, Station GSU transformer
(non-utility owned), and all other tangible and intangible property of
whatever kind and nature (including, if Seller owns or licenses any, all of
Seller's rights in and to any computer software, operating licenses,
operating and control systems and intellectual property) located or used at,
and otherwise associated with the Elizabethtown Plant (the "East
Carolina Assets");and
(2) Lumberton's right, title and interest in and to the fixtures, equipment,
personal property, parts, tools, infrastructure, Station GSU transformer
(non-utility owned), and all other tangible and intangible property of
whatever kind and nature (including, if Seller owns or licenses any, all of
Seller's rights in and to any computer software, operating licenses,
operating and control systems and intellectual property)located or used at,
and otherwise associated with the Lumberton Plant (the "Lumberton

Assets", and along with the East Carolina Assets, collectively the
"Assets").
No warranty of title by Seller is made as to any licenses or intellectual
property
(b) As used herein:
(1) "Permits" means the permits, licenses, consents, approvals and other
governmental authorizations (including with respect to Environmental
Laws) relating primarily to the power generation operations of the
Elizabethtown Plant and the Lumberton Plant;
(2) "Contracts" means all right, title and interest of Seller in, to and under all
contracts, agreements, personal property leases(whether Seller is lessor or
lessee thereunder), commitments and all other legally binding
arrangements (including any rights of Seller under any Power Purchase
Agreement to sell energy to any third party power supplier) whether oral
or written, in each case, relating to the power generation operations of the
Elizabethtown Plant and the Lumberton Plant.
Seller represents and warrants that Schedule 1(b)attached hereto and incorporated herein
by reference contains a complete and accurate list of all Permits and Contracts to which Seller is
a party. Seller shall provide Purchaser with true and correct copies of all such Permits and
Contracts within three(3)days after the Effective Date.
Purchaser shall have option to request within sixty (60)days after the Effective Date that
Seller assign or arrange the transfer to Purchaser of any or all of the Contracts and Permits
related to the Lumberton Plant that are in effect on the Effective Date (provided that Purchaser
has previously exercised its option under the Purchase Option as defined below and closes on the
Purchase Option), and Seller shall use commercially reasonable efforts to accomplish the same.
Any requested Permits or Contracts that Seller is or should be able, through commercially
reasonable efforts, to assign or transfer shall be included in the Purchase Option. All Permits or
Contracts shall constitute Excluded Assets. As to any Permit or Contract whose assignment or
transfer is requested by Purchaser post-Closing,or as to which a necessary third-party consent is
needed post-Closing, such assignment or transfer shall be consummated post-Closing in
connection with the closing under the Purchase Option; otherwise, except as expressly provided
herein, all other terms and conditions hereof shall apply thereto. Seller shall not terminate the
Interconnection Agreements(as defined in Schedule 1(b))during the above referenced sixty(60)
day period.
Notwithstanding the foregoing, to the extent that Seller's rights under any Permit or
Contract may not be assigned without the consent of another person which consent has not been
obtained, this Agreement and the Purchase Option shall not constitute an agreement to assign the
same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at
its expense, shall use its reasonable best efforts to obtain any such required consents with respect
to any Permits or Contracts requested by Purchaser.
2

(c) Notwithstanding anything to the contrary contained herein, the "Assets" shall
expressly exclude (i) any and all real property located at the Elizabethtown Plant
and the Lumberton Plant (collectively, the "Real Property"), and (ii) excluded
equipment, buildings and systems described on Exhibit "A" (the "Excluded
Assets"), provided, however, that, as of the Effective Date, the Parties
acknowledge and agree that Seller has issued to Purchaser that certain firm price
commitment letter which Purchaser and Seller shall incorporate into a mutually
agreeable "Purchase Option Agreement" which Purchaser and Seller agree to
promptly negotiate in good faith and execute after the execution of this
Agreement concerning the potential purchase or acquisition by Purchaser of the
improved and unimproved Real Property related to the Lumberton Plant (the
"Purchase Option"). The Parties further acknowledge and agree that neither the
firm price commitment letter nor the Purchase Option shall be deemed to modify,
amend or impact in any way the Parties' respective obligations, covenants,
representations and warranties set forth in this Agreement and shall not be binding
until a Purchase Option Agreement is executed between the Parties, except with
respect to the price.
(d) By purchasing the Assets, Purchaser is not purchasing a business as a going
concern; rather, Purchaser is simply purchasing selected assets which are no
longer in service. Purchaser is not assuming any obligations or liabilities of
Seller, and Seller shall indemnify, hold harmless and defend Purchaser and its
officers, managers, members, and employees from and against any and all such
obligations or liabilities,which indemnity shall survive Closing.
2. Purchase Price. Seller is to sell, and Purchaser is to purchase, the Assets for the
sum of Five Million Six Hundred Thousand and No/l00 Dollars($5,600,000.00)in the aggregate
(the "Purchase Price"). The Purchase Price shall be payable in full at the Closing in cash by
wire transfer of immediately available funds to a joint account maintained by East Carolina and
Lumberton(the"Joint Account")and shall be made according to wiring instructions provided to
Purchaser by Seller.The allocation of the Purchase Price among the Assets for tax purposes shall
be made by Purchaser,subject to Seller's approval,which shall not be unreasonably withheld.
3. Deposit. Seller and Purchaser acknowledge and agree that Purchaser previously
deposited the sum of Four Hundred Thousand and No/100 Dollars($400,000.00)(the"Deposit")
with Chicago Title Insurance Company, 200 South Tyron Street, Suite 800, Charlotte, North
Carolina 28202(the"Escrow Agent" and sometimes referred to in this Agreement as the"Title
Company"). Promptly following full execution of this Agreement,
(a) Purchaser shall increase the Deposit by funding it by an additional $2.4 million to
a total of$2.8 million;and
(b) Seller and Purchaser hereby direct Title Company to release the entire Deposit, as
increased by Section 3(a), to Seller to the Joint Account according to wiring
instructions provided to Purchaser by Seller. Except as expressly provided in this
Agreement,the Deposit shall be non-refundable to Purchaser. The full amount of
the Deposit shall be credited against the Purchase Price at Closing.
3

4. Inspections. Seller and Purchaser acknowledge that, as of the Effective Date,
Purchaser has commenced due diligence activities with respect to the Assets, and that Purchaser
shall conclude such due diligence activities not later than the Closing Date. Prior to the Effective
Date, Seller delivered to Purchaser, or otherwise provided Purchaser access to, copies of those
documents relating to the Assets to the extent the same are in Seller's custody or possession.
Seller agrees to provide Purchaser and its representatives access to the Elizabethtown Plant and
Lumberton Plant following the Effective Date for the purpose of performing and concluding, at
Purchaser's sole cost and expense, physical inspections of the Assets (the "Inspections").
Purchaser may not conduct any environmental or invasive testing. However, Seller has made
available to Purchaser all material reports, correspondence and assessments in Seller's
possession or control relating to Environmental Claims (as hereinafter defined) or material
environmental conditions relating to the Assets, and Seller represents that it has no reason to
believe that such assessments are inaccurate or incomplete. At Seller's election, a representative
of Seller shall be present during any entry by Purchaser or its representatives. Purchaser shall
not cause or permit any mechanics' liens, materialmen's liens or other liens to be filed against
the Real Property or Assets as a result of the Inspections. Purchaser shall furnish Seller with
evidence of commercial general liability insurance having coverage limits of at least Two
Million and 00/100 US Dollars ($2,000,000), together with such other insurance as Seller may
reasonably require Purchaser to carry against liabilities which may arise in connection with the
Inspections. Any entry by Purchaser or its representatives shall be in compliance with all
permits, codes, regulations, rules, laws, statutes and other requirements of any governmental
body, agency or authority having jurisdiction over the Real Property, as well as the requirements
of any private covenants, restrictions, leases and easements of record. Upon completion of the
Inspections, Purchaser agrees at its sole cost to restore the Real Property and Assets to
substantially the condition that they were in immediately prior to the Inspections. Purchaser
shall indemnify, defend (with counsel reasonably satisfactory to Seller), protect, and hold Seller
harmless from and against any and all liability, loss, cost, damage, or expense (including,
without limitation, attorney's fees and costs) which Seller may sustain or incur in the course of
the Inspections that are directly caused by (a) Purchaser or Purchaser's agents or contractors
relating to or in connection with the Real Property or Assets, (b) or entries by Purchaser or its
agents or contractors onto the Real Property or Assets. Purchaser shall have the right to
terminate this Agreement and its obligations hereunder, for any or no reason whatsoever, by
providing written notice to Seller of such termination on or before 5:00 p.m. on the day
preceding the Closing Date (the "Approval Date") together with payment of the applicable
Operating Cost Amount as described in Section 13 of this Agreement that is unpaid to date, in
which event the Parties shall have no further obligations to one another, except for prior breach
of this Agreement. In the event that Purchaser fails to deliver written notice to Seller terminating
this Agreement in a timely manner in accordance with the immediately preceding sentence, such
failure shall be deemed to be an election by Purchaser to proceed to Closing and to purchase the
Assets pursuant to the terms and conditions of this Agreement.
5. Closine.
(a) The consummation of the transactions contemplated by this Agreement (the
"Closing") shall occur on August 29, 2014, or such earlier date as Purchaser and
Seller may agree(the"Closing Date").
4

(b) The Parties agree that the Closing shall take place at 10:00 a.m., local time, at the
offices of the Title Company on the Closing Date.
(c) At Closing, each Seller shall deliver to Purchaser: (i)a duly-executed Bill of Sale
("Bill of Sale") substantially in the form attached hereto as Exhibit "B"; (ii) a
duly-executed License Agreement ("License Agreement") substantially in the
form attached hereto as Exhibit"C"; (iii) a closing statement itemizing the dollar
amounts of all financial matters related to the Closing, including the adjustments
and prorations provided herein; (iv) as more particularly described in Section
14(1) of this Agreement, one or more affidavits as are necessary to confirm that
the Seller is a citizen of the United States and State of North Carolina, a taxpayer
in both such jurisdictions, and that no tax withholdings are necessary from the
proceeds of the Closing (but if any tax withholdings are required, they shall be
paid by Seller in accordance with applicable law); and (v) such other documents
as may be reasonably required, necessary or useful in consummating the
transaction contemplated by this Agreement.
(d) At Closing, Purchaser shall deliver to Seller(i)a duly-executed counterpart to the
Bill of Sale; (ii) a duly-executed counterpart to the License Agreement; (iii) the
balance of the Purchase Price in immediately available funds; and(iv) such other
documents as may be reasonably required, necessary or useful in consummating
the transaction contemplated by this Agreement.
6. Purchaser's Work. The Parties acknowledge and agree that the Purchase Price
payable by Purchaser to Seller for the Assets has been arrived at by the Parties based upon the
agreement between the Parties that Purchaser shall be responsible,at its sole cost and expense, in
accordance with Exhibit "D" attached hereto, for the demolition and removal of the Assets,
completion of any and all abatement of asbestos and lead based paint, and for the transportation
and off-site disposal of any industrial waste, required pursuant to any and all applicable federal,
state and local laws, statutes, ordinances, rules and regulations (collectively, "Applicable
Laws"), including, without limitation, Environmental Laws as defined in Section 10 of this
Agreement, in connection with the demolition and removal of the Assets as set forth in said
Exhibit"D" (collectively, the"Purchaser's Work"). Notwithstanding the foregoing, Purchaser
shall have no obligation to investigate, delineate, characterize, remove or remediate any
suspected or actual Release of Hazardous Material at, into, upon, under or from the Real
Property, the Assets or any other property at any time, including during the Purchaser's
performance of Purchaser's Work,provided however, that Purchaser shall be responsible for any
Release of Hazardous Material directly caused by Purchaser, its employees, agents, vendors or
contractors during the performance of Purchaser's Work.
7. Purchaser Indemnity Relating to Purchaser's Work. Purchaser covenants and
agrees to diligently and continuously pursue completion of the Purchaser's Work in accordance
with Exhibit"D" and all Applicable Laws, including Environmental Laws. Purchaser agrees to
indemnify, defend and hold Seller, and its members,officers, managers and employees, harmless
from and against any and all claims(including Environmental Claims),demands,penalties, fines,
liabilities, settlements, damages, costs, or expenses (including, without limitation, reasonable
attorney and consultant fees, court costs, litigation expenses, fines and penalties) of whatever
5

kind or nature, known or unknown, contingent or otherwise, directly caused by Purchaser, its
employees, agents, vendors or contractors in connection with the performance of or failure to
perform the Purchaser's Work. The foregoing indemnification obligation of Purchaser shall
survive the Closing.
8. Seller's Work. The Parties expressly acknowledge and agree that Purchaser shall
not be responsible for removal of the coal fines within the coal storage area at the Elizabethtown
Plant and Lumberton Plant (and requirements of the Environmental Laws related to any slurry
ponds) and removal of chemicals in miscellaneous stand-alone storage bins located on the Real
Property (collectively, the"Seller's Work"). The Seller's Work shall be performed by Seller as
and when required by any Applicable Laws including, without limitation, applicable
Environmental Laws.
9. Seller Indemnity Relating to Seller's Work. Seller agrees to indemnify, hold
harmless and defend Purchaser, and its members, officers, managers and employees, from and
against any claim, liability or loss related to Seller's Work, including,without limitation, failure
of Seller to carry out the same in compliance with all Applicable Laws. Said indemnity shall
survive the Closing.
10. Environmental Terms. In this Agreement,the terms
"Environmental Claims" means any and all administrative, regulatory or judicial
actions, causes of action, suits, investigations, obligations, liabilities, losses, proceedings,
decrees, judgments, penalties, fines, fees, demands, demand letters, orders, directives, claims
(including any claims involving liability in tort, strict, absolute or otherwise), liens, notices of
noncompliance or violation, and legal and consultant fees and costs of investigations or
proceedings, relating in any way to any Environmental Law or the presence or Release (or
alleged presence or Release) into the environment of any Hazardous Material on, at or from the
Property (collectively in this paragraph, "Claims") including, without limitation, and regardless
of the merit of such Claim,any and all Claims by any governmental or regulatory authority or by
any third party or other person for enforcement, mitigation, cleanup, removal, response,
remediation or other actions or damages, contribution, indemnification, cost recovery,
compensation or injunctive or declaratory relief pursuant to any Environmental Law or any
alleged injury or threat of injury to human health, safety, natural resources or the environment;
"Environmental Laws" means,collectively, any and all present and future federal, state
and local laws, statutes,ordinances,regulations,codes,policies,rules, directives,orders,decrees,
permits, licenses, approvals, authorizations, criteria, guidelines, covenants, deed restrictions,
treaties, conventions, and rules of common law now or hereafter in effect, and in each case as
amended, and any judicial or administrative judgment, opinion or interpretation thereof, relating
to the regulation or protection of human health, safety, natural resources or the environment,
including,without limitation, laws and regulations(and all other items recited above)relating to
the use, treatment, storage, management, handling, manufacture, generation, processing,
recycling, distribution,transport, Release or threatened Release of or exposure to any Hazardous
Material;
6

"Hazardous Materials"means collectively, any substance,material,product,derivative,
compound, mixture, mineral, chemical, waste, medical waste or gas, in each case whether
naturally occurring, human-made or the by-product of any process, including but not limited to
petroleum or petroleum products(i)that is now or hereafter becomes defined or included within
the definition of a "hazardous substance," "hazardous waste," "hazardous material," "toxic
chemical," "toxic substance," "hazardous chemical," "extremely hazardous substance,"
"pollutant," "contaminant," or any other words of similar meaning under any Environmental
Law, (ii) exposure to which or the presence, use, generation, treatment, Release, transport or
storage of which is now or hereafter prohibited, limited, restricted or regulated under any
Environmental Law or by any governmental or regulatory authority, or (iii) that could require
investigation, response or remediation, or could support the assertion of any Environmental
Claim;and
"Release" means the release, deposit, disposal or leakage of any Hazardous Material at,
into, upon or under any land, water or air,or otherwise into the environment, including, without
limitation, by means of burial, disposal, discharge, emission, injection, spillage, leakage,
seepage, leaching,dumping, pumping,pouring,escaping,emptying,placement and the like.
The Parties acknowledge and agree that the Real Property and Assets were used for
industrial operations, including the production of electricity from coal and/or coal-derivatives
and waste coal)at some time and for some time prior to Seller's acquisition of any right,title, or
interest therein or thereto. The Parties further acknowledge and agree that that, with the
exception of any Inspections undertaken by Purchaser pursuant to this Agreement, as of the
Effective Date, Purchaser has had no connection to, interest in or involvement with Seller, the
Real Property or the Assets of any kind or nature whatsoever, including, without limitation, any
connection to, interest in or involvement with the Real Property or the Assets as an "owner,"
"operator," "arranger" or in any other capacity as such terms are used to denote potentially
responsible parties or others to whom responsibility for Releases may be attributable under
Environmental Laws.
11. Seller Environmental Indemnity.
Seller agrees to indemnify and hold harmless Purchaser from and against any and all
Environmental Claims or other damages, costs or expenses arising out of, imposed upon,
incurred by or asserted against Purchaser in connection with or in any way relating to
environmental conditions in, on, at, under, above or around the Real Property and the Assets as
of the Closing Date, including, without limitation, by reason of(a)the presence, use, generation,
treatment, storage, recycling or management of any Hazardous Material in, on at, under, above
or around the Real Property or the Assets by any person; (b)the Release into the environment or
the transport of Hazardous Materials to, from, in, on, at, under, above or around the Real
Property or the Assets; (c) the violation of or noncompliance with any Environmental Law in
connection with the Real Property or the Assets; and (d) any loss of or damage to any property,
natural resources or the environment, or death of or injury to any person, resulting from or
relating to any Hazardous Material that is or was present, used, generated, treated, stored,
recycled,managed,transported to or from or Released in,on,at, under, above or around the Real
Property or the Assets. The foregoing Seller Environmental Indemnity shall be in addition to
Seller's additional indemnity obligations set forth in Section 14 of this Agreement.
7

12. Default.
(a) Default by Seller Prior to Closing. In the event Seller prior to Closing breaches
any of its representations and warranties under this Agreement or fails to perform
any of its covenants under this Agreement in any material respect, and such
breach or failure is not cured within five (5) days after Seller's receipt of notice
thereof(but in no event later than the time and date of Closing), Purchaser shall
be entitled, as its sole and exclusive (except for any claims based on fraud or
misrepresentation or intentional acts)remedy,to either(i)receive the return of the
Deposit, the receipt of which shall operate to terminate this Agreement and
release Seller from any and all liability hereunder or (ii) enforce specific
performance (on all of the terms and conditions provided herein)within 180 days
of any breach hereunder. The foregoing notwithstanding, Seller's representations,
warranties, indemnities and post-Closing obligations shall survive Closing.
(b) Default by Purchaser Prior to Closing. In the event Purchaser prior to Closing
breaches any of its representations and warranties under this Agreement or fails to
perform any of its covenants under this Agreement in any material respect, and
such breach or failure is not cured within five(5)days after Purchaser's receipt of
notice thereof(but in no event later than the time and date of Closing), Seller shall
be entitled, as its sole and exclusive (except for any claims based on fraud or
misrepresentation or intentional acts) remedy, to either (i) terminate this
Agreement and receive the Deposit and payment of the applicable unpaid
Operating Cost Amount to date described in Section 14 of this Agreement as
liquidated damages for the breach of this Agreement, it being agreed between the
Parties that the actual damages to Seller in the event of such a material breach are
impractical to ascertain and the foregoing amount is a reasonable estimate thereof
or(ii) enforce specific performance (on all of the terms and conditions provided
herein) within 180 days of any breach hereunder. The foregoing notwithstanding,
Purchaser's representations, warranties, indemnities and post-Closing obligations
shall survive Closing.
(c) Default by Purchaser After Closing. In the event that, after Closing, Purchaser
breaches any of its covenants or fails to perform any of its covenants under this
Agreement in any material respect, including a breach or failure to perform
Purchaser's Work, and such breach or failure is not cured within five (5) days
after Purchaser's receipt of notice thereof, Seller shall be entitled to (i)pursue all
applicable rights and remedies under the payment and performance bond
delivered in connection with Purchaser's Work, (ii) pursue a claim for damages
against Purchaser at law, or (iii) seek appropriate equitable remedies, including
specific performance.
(d) Default by Seller After Closing. In the event that, after Closing, Seller breaches
any of its covenants or fails to perform any of its covenants under this Agreement
in any material respect, and such breach or failure is not cured within five(5)days
after Seller's receipt of notice thereof, Purchaser shall be entitled to (i) pursue a
8

claim for damages against Purchaser at law, or (ii) seek appropriate equitable
remedies, including specific performance.
13. Oaerating Costs. Purchaser agrees to reimburse Seller for the operating and carry
costs associated with the Elizabethtown Plant,the Lumberton Plant, and the Assets(collectively,
"Operating Costs") incurred on or after August 1, 2014, to and including the Closing Date (the
"Operating Cost Amount"). The Operating Costs shall be limited to ordinary and necessary on-
site Asset costs, incurred and actually paid, in accordance with prior practices for rent, security,
utilities, interconnection maintenance, equipment maintenance, real property taxes, personal
property taxes, insurance and site maintenance,and permit fees. Purchaser shall reimburse Seller
for any such Operating Costs from time to time within five(5)days following demand by Seller
accompanied by evidence of payment of such Operating Costs, but in no event later than
Closing.
14. Representations and Warranties of Seller. Seller hereby represents and warrants
to Purchaser as of the Effective Date and as of the Closing Date that(as to any representation or
warranty made below by East Carolina or Lumberton in its own name, such representation or
warranty shall be an individual and several representation and warranty by such entity,for which
the other entity does not have joint liability):
(a) there is no action, suit, arbitration, unsatisfied order or judgment, government
investigation or proceeding pending against Seller which, if adversely determined,
could individually or in the aggregate materially interfere with the consummation
of the transaction contemplated by this Agreement and performance of the
Seller's Work;
(b) no voluntary, and to Seller's knowledge no involuntary attachments, execution
proceedings, assignments for the benefit of creditors, insolvency, bankruptcy,
reorganization or other insolvency-related proceedings are pending against Seller,
(c) the Assets are free and clear of all liens,claim and encumbrances;
(d) East Carolina is the true and lawful owner of the East Carolina Assets and has
good right and lawful authority to bargain and sell the East Carolina Assets;
(e) East Carolina is a possessory beneficiary of that certain Ground Lease and
Easement Agreement between Alamac Knit Fabrics, Inc. and Elizabethtown
Power, LLC dated as of January 31, 2001 (as the same may be amended,
supplemented or otherwise modified or assigned from time to time, the
"Elizabethtown Lease") and East Carolina is authorized in accordance with the
Elizabethtown Lease to grant a license to Purchaser,
(f) Lumberton is the true and lawful owner of the Lumberton Assets and has good
and right and lawful authority to bargain and sell the Lumberton Assets;
(g) (i) East Carolina has not entered into any contracts, arrangements, licenses,
concessions, easements, or other agreements, either recorded or unrecorded,
9

written or oral, affecting the Assets, or any portion thereof or the use thereof,that
will survive Closing;
(ii) Lumberton has not entered into any contracts, arrangements, licenses,
concessions, easements, or other agreements, either recorded or unrecorded,
written or oral, affecting the Assets,or any portion thereof or the use thereof,that
will survive Closing;
(h) (i)East Carolina has not received any written notice of: (x)pending or threatened
liens, claims, encumbrances or lawsuits made or to be made with respect to the
East Carolina Assets or any portion thereof;or(y)any defects in the East Carolina
Assets or any portion thereof;
(ii) Lumberton has not received any written notice of: (x) pending or threatened
liens, claims, encumbrances or lawsuits made or to be made with respect to the
Lumberton Assets or any portion thereof; or (y) any defects in the Lumberton
Assets or any portion thereof;
(i) Seller agrees to maintain the Assets in their current condition, excepting
reasonable wear and tear and casualty,until Closing;
(j) prior to Closing, no portion of the Assets nor any interest therein shall be
alienated,further encumbered,conveyed or otherwise transferred;
(k) Seller is a limited liability company organized, validly existing and in good
standing under the laws of the State of North Carolina and the execution,delivery
and performance of this Agreement by Seller has been duly authorized and no
consent of any other person or entity to such execution, delivery and performance
is required to render this Agreement a valid and binding instrument enforceable
against Seller in accordance with its terms;
(1) Seller is not a "foreign person" within the meaning of the United States tax laws
and to which reference is made in Internal Revenue Code Section 1445(bX2);
(m) Seller has made available to Purchaser true and complete copies of all material
reports, correspondence and assessments in Seller's possession or control relating
to Environmental Claims or material environmental conditions relating to the
Assets;
(n) To Seller's knowledge, there are no pending or threatened Environmental Claims
relating to the Real Property or the Assets;
(o) To Seller's knowledge, Hazardous Materials have not been Released to, from, in,
on, at, under, above, or around or transported to or from the Real Property or the
Assets during Seller's period of possession or control of the Real Property and the
Assets;
10
__ I

(p) To Seller's knowledge, Seller is not in violation of the rules or regulations of any
federal or state regulatory agency, including, without limitation, FERC (the
Federal Energy Regulatory Commission) or the North Carolina Utilities
Commission, nor is there any basis on which any such claim could be made. The
sale of the Assets as contemplated herein will not violate any such rules or
regulations,any other provision of law,or any contract or agreement to which the
Assets or Seller is subject;
(q) Neither Purchaser nor the Assets shall be liable for claims by Seller's creditors as
a result of any bulk transfer,bulk sale or fraudulent transfer laws;
(r) Purchaser is not liable or obligated to withhold any amounts from payment of the
Purchase Price in respect of any tax withholding or other liability or obligation of
Seller,
(s) By virtue of the documents and instruments executed and delivered by Seller at
Closing (or thereafter, as expressly provided herein with respect to certain
requested Permits and Contracts), Seller shall vest in Purchaser good and
marketable title to the Assets to Purchaser free and clear of any and all liens,
security interests, security titles, mortgages, deeds of trusts, financing statements
and other encumbrances whatsoever,
(t) Seller is not now insolvent and will not be rendered insolvent by the transaction
contemplated hereby. As used in this subsection, "insolvent" means that the sum
of the debts and other probable liabilities of Seller exceeds the present fair
saleable value of Seller's assets;and
(u) Seller maintains one(1)Environmental Insurance Policy with a five(5)year term
(the "Environmental Insurance Policy"), which is in full force and effect and
will be amended as set forth in Section 17 of this Agreement to add Purchaser as
an"Additional Named Insured. Seller will maintain the Environmental Insurance
Policy in full force and effect for the five(5)year term and Seller will ensure that
Purchaser remains named as an "Additional Named Insured" on the
Environmental Insurance Policy during the term until Purchaser directs Seller in
writing to remove Purchaser from such status.
As used herein, "to Seller's knowledge" shall mean the actual knowledge of Tom
McKittrick. Seller agrees to indemnify, defend and hold Purchaser harmless from and against
any and all claims (including Environmental Claims), demands, penalties, fines, liabilities,
settlements, damages, costs, or expenses (including, without limitation, reasonable attorney and
consultant fees, court costs, litigation expenses, fines and penalties) of whatever kind or nature,
known or unknown, contingent or otherwise, arising out of or resulting from, any breach by
Seller of any of the foregoing representations or warranties. Said indemnity shall survive
Closing.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, (1) SELLER MAKES
NO WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN REGARD
11

TO THE ASSETS; (2) ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS OF SUCH ASSETS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY
DISCLAIMED; AND(3) SELLER IS SELLING THE ASSETS ON AN"AS IS—WHERE IS"
BASIS IN THE CONDITION SUCH ASSETS EXIST AS OF THE CLOSING DATE WITH
NO WARRANTY,EXPRESS OR IMPLIED.
15. Representations and Warranties of Purchaser. Purchaser hereby represents and
warrants to Seller as of the Effective Date and as of the Closing Date that:
(a) there is no action, suit, arbitration, unsatisfied order or judgment, government
investigation or proceeding pending against Purchaser which, if adversely
determined, could individually or in the aggregate materially interfere with the
consummation of the transaction contemplated by this Agreement and
performance of the Purchaser's Work;
(b) no voluntary, and to Purchaser's knowledge no involuntary attachments,
execution proceedings, assignments for the benefit of creditors, insolvency,
bankruptcy, reorganization or other insolvency-related proceedings are pending
against Purchaser;
(c) Purchaser has access to sufficient cash,available lines of credit or other sources of
available funds to enable it to pay the Purchase Price to Sellers on the Closing
Date and perform the Purchaser's Work post-Closing;and
(d) Purchaser is an informed and sophisticated purchaser, and has engaged expert
advisors, experienced in the evaluation and purchase of properties and assets such
as the Assets. Purchaser acknowledges that Seller has given Purchaser reasonable
access to the Assets.
PURCHASER ACKNOWLEDGES AND AGREES THAT THE ASSETS ARE BEING SOLD
ON AN "AS IS, WHERE IS" BASIS, "WITH ALL FAULTS" AND WITHOUT ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
ANY OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS OTHERWISE
EXPRESSLY STATED IN THIS AGREEMENT. Purchaser agrees to accept the Assets in the
condition they are in on the Closing Date based on its own inspection, examination and
determination with respect to all matters. The foregoing is subject to all express warranties,
indemnities and agreements contained in this Agreement.
16. Survival. All of the representations and warranties of Purchaser and Seller
contained in this Agreement shall survive the Closing and continue in full force and effect
forever thereafter(subject to any applicable statutes of limitations).
17. Environmental Insurance. Effective as of the Closing Date, at Seller's sole
expense, Seller shall cause Purchaser to be named as an "Additional Named Insured," and not
merely an "Additional Insured," on the Environmental Insurance Policy and shall immediately
thereafter provide Purchaser with a full and complete copy (including declaration of coverage
pages and all terms and conditions) of such Environmental Insurance Policy. Seller shall ensure
that all premiums and other costs associated with the Environmental Insurance Policy are timely
12

paid and that the Environmental Insurance Policy remains in full force and effect for its full five
(5)year term in accordance with its terms. Seller shall ensure that Purchaser remains named as
an "Additional Named Insured" on the Environmental Insurance Policy until Purchaser directs
Seller in writing to remove Purchaser from such status.
18. Miscellaneous.
(a) Governing Law. This Agreement, and all documents and instruments executed
and delivered pursuant hereto, shall be governed by and construed in accordance
with the laws of the State of Georgia without regard to any conflicts of laws rules,
except as regards any transfer of title to property for which North Carolina law
requires the application of North Carolina law.
(b) Counterparts. This Agreement may be executed in one or more counterparts,
which together shall constitute a single Agreement.
(c) Exhibits and Schedules. All exhibits and schedules referenced herein are hereby
incorporated herein by reference.
(d) Modifications. This Agreement cannot be changed orally, and no executory
agreement shall be effective to waive, change, modify or discharge it in whole or
in part unless such executory agreement is in writing and is signed by the Party
against whom enforcement of any waiver, change, modification or discharge is
sought.
(e) Entire Agreement. This Agreement, including the exhibits, contains the entire
agreement between the Parties pertaining to the subject matter hereof and fully
supersedes all prior written or oral agreements and understandings between the
Parties pertaining to such subject matter.
(f) Further Assurances. Each Party agrees that it will execute and deliver such other
documents and take such other action,whether prior or subsequent to the Closing,
as may be reasonably requested by the other Party to consummate the transaction
contemplated by this Agreement.
(g) Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable, such provision shall be
interpreted to give effect to the agreement of the Parties to the maximum extent
allowed by the law. In such event, the remaining provisions of this Agreement
shall remain in full force and effect; provided that the invalidity or
unenforceability of such provision does not materially adversely affect the
benefits accruing to any Party hereunder.
(h) Assignment. The terms and provisions of this Agreement may not be assigned by
Purchaser without the consent of the Seller;provided,that Purchaser may,without
Seller's consent, assign this Agreement to any affiliate of Purchaser (including
any entity controlling, controlled by, or under common control with Purchaser),
provided further, that no such assignment shall, as between Purchaser and Seller,
13

release Purchaser from its contractual obligations to Seller contained herein, but
no third party shall have any rights under, or be a beneficiary of, such contractual
obligations.
(i) Attorneys' Fees. In the event that any dispute between the Parties regarding this
Agreement or any related documents should result in litigation, the prevailing
Party in such litigation shall be reimbursed for all reasonable costs, including,
without limitation, reasonable attorneys' fees. The Parties waive trial by jury in
any action, proceeding, or counterclaim brought by either Party against the other
Party regarding any matters arising out of or connected with this Agreement or
any claim of damage resulting from any act or omission of any of the Parties
connected with this Agreement.
(j) Confidentiality. Each Party agrees that, except as otherwise set forth in this
Agreement or required by law or legal process, it shall: (i) keep the contents of
this Agreement and any information related to the transaction contemplated
hereby confidential (except that Purchaser and Seller may disclose such data and
information to their respective employees, lenders, consultants, accountants and
attorneys, provided that such persons agree to treat such data and information
confidentially); and (ii) refrain from generating or participating in any publicity
statement, press release or other public notice regarding this transaction without
the prior written consent of the other Party unless required under applicable law
or by legal process; provided, however, that Purchaser and Seller may at or
following the Closing publicly announce the sale of the Assets and the identity of
the new owner thereof. The provisions of this Section shall survive the Closing.
(k) Authority to Enter into Agreement. The Parties hereby warrant one to the other
that they are in existence and in good standing and that each has the full power
and legal authority to enter into this Agreement. Further each warrants and
represents to the other that neither its execution of this Agreement nor the
consummation of the transaction contemplated by this Agreement will result in a
breach of, or violation of, any agreement or covenant to which each Party is
signatory or is otherwise bound.
(1) Time and Binding Effect. Time is of the essence of this Agreement. The
covenants, warranties, and obligations herein contained shall be binding upon and
shall inure to the benefit of the Parties,their successors and assigns.
(m) Notices. Any notice pursuant to this Agreement shall be given in writing by (i)
personal delivery;(ii)reputable overnight delivery service with proof of delivery;
or (iii) electronic mail (i.e., "email") sent to the intended addressee at the
addresses set forth below,or to such other address or to the attention of such other
person as the addressee shall have designated by written notice sent in accordance
herewith, and shall be deemed to have been given upon receipt or refusal to
accept delivery, or, in the case of email, as of the date and time email (if such is
received by 5:00 p.m. local time of the recipient)provided that a copy of such
email is also sent to the intended addressee by means described in clauses (i), or
14

(ii) above. Unless changed in accordance with the preceding sentence, the
addresses for notices given pursuant to this Agreement shall be as follows:
If to Seller: c%Forsite Development Inc.
5320 Old Pineville Road
Charlotte.,NC 28217
Attn:Tom McKittrick
Email: [e-mail]
If to Purchaser: Dennis Carroll
Green Fuels/Georgia Renewable
4599 East Lake Boulevard
Birmingham,AL 35217
Phone:[phone]
[e-mail]
[Remainder of Page Left Blank;Signature Page Follows]
15
1

IN WITNESS WHEREOF, the Seller and Purchaser have caused their duly authorized
officers to execute this Agreement as of the Effective Date
SELLER:
EAST CAROLINA ENERGY INVESTMENTS,
LLC
By:
Name:
Title:
LUMBERTON INVESTMENTS 1,LLC
By:
Name:
Title:
PURCHASER:
GEORGIA RENEWABLE POWER,LLC
By: 7WZillifei
Name: r, oiu
Title: iZ h -
16

•
IN WITNESS WHEREOF, the Seller and Purchaser have caused their duly authorized
officers to execute this Agreement as of the Effective Date
SELLER:
EAST CAR' ' ENERGY INVESTMENTS,
LLC
By: A/itfirr AlMiiri,:211171
Title: iij�.Jt.'rte
LUMBERT I I ' :STMENTS 1,LLC
By: x"
Name: rrl/ff:Zl:_
Title: /T ^
PURCHASER:
GEORGIA RENEWABLE POWER,LLC
By:
Name:
Title:
16

EXHIBIT A
EXCLUDED ASSETS
• Lumberton warehouse
• Elizabethtown warehouse
• Lumberton loader(including bucket and fork)
• Elizabethtown loader(including bucket and fork)
• Dodge pick-up truck(white)
• Lumberton pick-up truck(white GMC/Chevrolet 1500)
• 2-MF tractors including implements such as scrape attachment,bush hog and sprayer
• Bad Boy zero turn mower
• Elizabethtown fork truck
• Water distillation plant (including related exterior equipment/tank/piping/cooling
tower/building and all interior items)
• Road improvements
• Interconnection Agreements(as defined in Schedule 1(b)below)
• Wastewater treatment facilities
17

EXHIBIT B
BILL OF SALE
Reference is made to the Agreement of Sale dated as of August , 2014 (the "Asset
Agreement"), among EAST CAROLINA ENERGY INVESTMENTS, LLC, a North Carolina
limited liability company ("East Carolina"), LUMBERTON INVESTMENTS 1, LLC, a North
Carolina limited liability company ("Lumberton") (collectively, "Seller") and GEORGIA
RENEWABLE POWER, LLC, a Delaware limited liability company ("Purchaser"). East
Carolina, Lumberton, and Purchaser are each a "Party" to this Bill of Sale and are sometimes
collectively referred to as"Parties." Unless context otherwise requires,capitalized terms used in
this Bill of Sale without definition shall have the meanings ascribed to such terms in the Asset
Agreement.
Pursuant to the Asset Agreement and in consideration of good and valuable consideration
as recited in the Asset Agreement,the receipt and adequacy of which is hereby acknowledged,
Seller does hereby sell, assign,transfer,convey, set over and deliver unto Purchaser,effective as
of the date hereof, all rights,title and interest of Seller in and to each of the Assets.
Seller agrees that it will at any time and from time to time, at the written request of
Purchaser, execute and deliver to Purchaser all other and further instruments reasonably
necessary to vest in Purchaser all of Seller's title, right and interest in or to any of the personal
property which this instrument purports to transfer to Purchaser.
This instrument and any covenants set forth herein shall be binding upon and shall inure
to the benefit of the Parties and their respective successors and assigns.
This Bill of Sale and any amendments hereto may be executed in one or more
counterparts, by electronic signature or otherwise, each of which shall be deemed to be an
original by the Parties executing such counterpart, but all of which shall be considered one and
the same instrument.
Nothing contained in this Bill of Sale shall be deemed to supersede,enlarge on or modify
any provision or any of the obligations, agreements, covenants, representations or warranties of
the Seller or Purchaser contained in the Asset Agreement, all of which survive the execution and
delivery of this Bill of Sale as provided and subject to the limitations set forth in the Asset
Agreement. If any conflict exists between the terms of this Bill of Sale and the Asset
Agreement,then the terms of the Asset Agreement shall govern and control.
[The Remainder of this page has intentionally been left blank Signature page follows.]
18

IN WITNESS WHEREOF, the undersigned has executed this Bill of Sale as of August
2014.
SELLER:
EAST CAROLINA ENERGY INVESTMENTS,
LLC
By:
Name:
Title:
LUMBERTON INVESTMENTS 1,LLC
By:
Name:
Title:
PURCHASER:
GEORGIA RENEWABLE POWER,LLC
By:
Name:
Title:
Signature Page to Bill of Sale
19

EXHIBIT C
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (this "License Agreement") is dated as of August
[ 1, 2014 (the "Effective Date") by and between EAST CAROLINA ENERGY
INVESTMENTS, LLC, a North Carolina limited liability company ("East Carolina"),
LUMBERTON INVESTMENTS 1, LLC, a North Carolina limited liability company
("Lumberton") (collectively, "Licensor") and GEORGIA RENEWABLE POWER, LLC, a
Delaware limited liability company ("Purchaser"). East Carolina, Lumberton, and Purchaser
are each a "Party" to this License Agreement and are sometimes collectively referred to as
"Parties."
WITNESSETH:
WHEREAS, Licensor and Licensee are parties to that certain Agreement of Sale, dated
August_, 2014, related to the sale by Licensor and the purchase by Licensee of certain assets
and equipment located on the Licensed Premises (as described below) (the "Agreement of
Sale");
WHEREAS, in connection with the Agreement of Sale, Licensor is the owner of that
certain coal-fired power plant (the "Elizabethtown Plant") located on leased property at 3100
West Broad Street, Elizabethtown Township, North Carolina (the "Elizabethtown Premises")
and the owner of that certain coal-fired power plant (the "Lumberton Plant") located at 1866
Hestertown Road, Lumberton Township, North Carolina (the "Lumberton Premises", and
along with the Elizabethtown Premises,collectively the"Licensed Premises");and
WHEREAS, Licensee is desirous of obtaining access to the Licensed Premises from
Licensor upon the terms and conditions set forth in this License Agreement during the License
Term as defined in Section 3 of this License Agreement.
NOW, THEREFORE, in consideration of the Purchase Price paid by Licensee to
Licensor pursuant to the Agreement of Sale and the mutual terms, covenants and conditions set
forth in this License Agreement,the Parties agree as follows with the intent to be legally bound:
I. Recitals and Defined Terms: The foregoing recitals are incorporated herein by
reference. All terms not defined herein shall have the meanings ascribed to such terms in the
Agreement of Sale.
2. License. Licensor hereby grants unto Licensee a limited, non-exclusive license
(the"License")to enter, use and occupy the Licensed Premises (excluding the Excluded Assets)
for the sole and exclusive purpose of permitting Licensee (together with its contractors,
consultants, agents and designees) to undertake and perform the Purchaser's Work, including
without limitation, to demolish certain improvements, to abate lead based paint and/or asbestos
in such improvements, to scrap, breakdown and remove certain equipment and to remove or
dispose of any surface level turbine lubrication oil, turbine control oil, asbestos containing
material and PCBs, if any, remaining on the Licensed Premises at the conclusion of Purchaser's
20

Work,provided that Licensee operates within the standards set forth on Exhibit"D" attached to
the Agreement of Sale subject to the limitations set forth herein.
3. Term: Termination. This License Agreement shall commence on the Effective
Date and shall expire on the earlier of(a) March 15, 2015 as to Licensee's License with respect
to the Elizabethtown Premises; (b) December 15, 2015 as to Licensee's License with respect to
the Lumberton Premises; Plant, or (c) Purchaser's completion of the Purchaser's Work as
described in Exhibit "D" to the Agreement of Sale (the "License Term"). The License Term
may be extended with respect to the Lumberton Plant for an additional six (6) months, but no
later than June 15, 2016, upon sixty (60)days' prior notice to Licensor and payment of a license
fee in the amount of Ten Thousand Dollars($10,000.00)per month for such extension. Licensee
may send a written notice to Licensor requesting the termination of this License Agreement and,
within fifteen (15) days of such request, assuming that Licensor reasonably concurs with
Licensee's assessment that Purchaser's Work has been satisfactorily completed, Licensor shall
provide Licensee with written notice (which notice shall not be unreasonably denied or delayed)
confirming that Purchaser's Work has been satisfactorily completed and that the Agreement of
Sale is thereby terminated effective as of the date of such response notice. In the event that
Licensor does not reasonably concur with Licensee's assessment, Licensor shall specify to
Licensee any deficiencies in completion of the Purchaser's Work. If Licensee disagrees with
Licensor's assessment,the Parties shall meet and attempt to resolve any disagreements and/or to
develop an action plan of mutually agreed upon actions that Licensee must take to complete the
Purchaser's Work.
4. Holdover. In the event that Licensee fails to vacate the Licensed Premises at the
end of the License Term or following any early termination, Licensee shall pay damages at the
rate of $20,000.00 per month for each monthly period following the date by which Licensee
should have vacated the Licensed Premises. No possession by Licensee after the expiration of
the License Term shall be construed to extend the License Term unless Licensor has consented
to such possession in writing.
5. Licensee Fee. Licensor hereby waives any license fee for the License Term,
except with respect to an extension of the Term with respect to the Lumberton Premises.
6. Operating Expenses; Utilities. Licensee shall be responsible for payment of all
Operating Costs (as defined in the Agreement of Sale) related to the Licensed Premises that
Licensor is obligated to pay and actually does pay, including without limitation costs of utilities
and costs of other site services, during the License Term. Licensee shall reimburse Licensor for
all such costs from time to time within five(5)days following demand by Seller accompanied by
evidence of payment of such costs. Alternatively, Licensor may make arrangements to transfer
to Licensee utility contracts and similar agreements (including any utility deposits)necessary for
the continued use and operation of the Licensed Premises in the manner that such Licensed
Premises are currently being operated by Licensor, and Licensee agrees to execute such
documents or take such other actions as are reasonably necessary to implement such transfer.
7. DISCLAIMER. EXCEPT AS PROVIDED IN THE AGREEMENT OF SALE,
LICENSOR HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LICENSOR BE
DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR
21

IMPLIED, WITH RESPECT TO THE LICENSED PREMISES, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OR REPRESENTATION AS TO (a) ITS FITNESS,
DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE; (b) THE
EXISTENCE OF ANY DEFECT, LATENT OR PATENT; (c) USE; (d) CONDITION;
(e)QUALITY; (f) DESCRIPTION; OR (g) OPERATION. THE PROVISIONS OF THIS
PARAGRAPH HAVE BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE
EXCLUSION AND NEGATION OF ANY WARRANTIES BY LICENSOR, EXPRESS OR
IMPLIED, WITH RESPECT TO ANY PART OF THE LICENSED PREMISES, ARISING
PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT OR ARISING
OTHERWISE.
8. Condition of Licensed Premises. Licensee acknowledges that,except as provided
herein or in the Agreement of Sale, Licensor has made no representations to Licensee with
respect to the condition of the Licensed Premises, and Licensee agrees to accept possession of
the Licensed Premises in the condition in which it shall exist on the date hereof.
9. Personal Property Risk. All personal property owned by Licensee located, placed
in or about the Licensed Premises, shall be at the sole risk of Licensee; Licensor shall not be
liable for the loss,destruction or theft of,or damage to, such property of Licensee, unless caused
by Licensor's gross negligence or improper storage or handling by Licensor.
10. Indemnification. The indemnification provisions set forth in the Agreement of
Sale are incorporated herein by reference.
11. Insurance. During the License Term, Licensee, at its sole cost and expense, shall
provide and maintain, whether directly or through its contractor performing the Purchaser's
Work, commercial general liability insurance with minimum limits of $5,000,000.00 per
occurrence and $5,000,000.00 in the aggregate, auto coverage with minimum limits of
$1,000,000.00 per occurrence and $1,000,000.00 in the aggregate, contractor's equipment and
property damage coverage with a minimum limit of$500,000.00, and workers compensation in
accordance with statutory limits under applicable law. Licensee shall cause Licensor and its
designees to be included as additional insured's with an endorsement offering waiver of
subrogation in favor of the Licensor for any third party cross over claim in said policies which
shall contain provisions, if and to the extent available, that they will not be cancelable except
upon at least thirty (30) days prior notice to all insured's. Licensee shall furnish to Licensor
reasonably satisfactory evidence that such insurance is in effect at or before the Effective Date
and, on request, at reasonable intervals thereafter. Licensee and its contractor shall require all
subcontractors to provide insurance consistent with the terms and conditions set forth above,
provided that coverage limits may vary but shall not otherwise limit or reduce the coverage to be
provided by Purchaser and/or its contractor.
12. Default. In the event Licensee defaults in the performance of any of the terms,
covenants and conditions of this License Agreement, Licensor shall be entitled to exercise any
and all of the rights and remedies to which it is entitled under applicable law, equity or the
Agreement of Sale.
22

13. No Waiver. No waiver of any breach of any covenant or agreement herein
contained shall be construed to be a waiver of the covenant or agreement itself or of the
subsequent breach thereof. Acquiescence in a default shall not operate as a waiver of such
default,even though such acquiescence continues for an extended period of time.
14. License:Not Lease. This License Agreement grants a non-exclusive license only.
This License Agreement does not and shall not be deemed to: (i) constitute a lease or a
conveyance of personal or Real Property by Licensor to Licensee; or(ii) confer upon Licensee
any right, title, estate or property interest in the Licensed Premises except as set forth herein.
This License Agreement is subject to all private covenants, restrictions, leases and easements of
record.
15. Relationship of the Parties. The relationship of the Parties under this License
Agreement shall be limited to the grant of limited access to the Licensed Premises as set forth
herein and shall not constitute a joint venture, partnership, employee-employer relationship,
landlord-tenant relationship or a contract for professional services. Neither Party may obligate
the other to any expense or liability outside of this License Agreement except upon written
consent of the other Party,except as provided in the Agreement of Sale.
16. Notices. Any notice pursuant to this License Agreement shall be given in writing
by (a) personal delivery, (b) reputable overnight delivery service with proof of delivery, or (c)
electronic mail (i.e., "email") sent to the intended addressee at the addresses set forth below, or
to such other address or to the attention of such other person as the addressee shall have
designated by written notice sent in accordance herewith, and shall be deemed to have been
given upon receipt or refusal to accept delivery, or, in the case of email, as of the date and time
email (if such is received by 5:00 p.m. local time of the recipient)provided that a copy of such
email is also sent to the intended addressee by means described in clauses (a), or (b) above.
Unless changed in accordance with the preceding sentence, the addresses for notices given
pursuant to this License Agreement shall be as follows::
If to Licensor: do Forsite Development Inc.
5320 Old Pineville Road
Charlotte.,NC 28217
Attn:Tom McKittrick
Email: [e-mail]
If to Licensee: Dennis Carroll
Green Fuels/Georgia Renewable
4599 East Lake Boulevard
Birmingham, AL 35217
Phone: [phone]
Email:[e-mail]
17. Severability. The provisions of this License Agreement are severable and if any
provision, paragraph, sentence, clause, or part thereof is held illegal, invalid, unconditional or
inapplicable to any person or circumstances, such illegality, invalidity, unconstitutionality or
inapplicability shall not affect or impair any of the remaining provisions, paragraphs, sentences,
23

clauses, or parts of the License Agreement or their application to Licensee or other persons or
circumstances. It is understood and agreed that the terms, conditions and covenants of this
License Agreement would have been made by both Parties if such illegal, invalid or
unconstitutional provision,paragraph,sentence,clause or part had not been included therein.
18. Miscellaneous. This License Agreement: (a) may be amended only by a writing
signed by each of the Parties;(b)may be executed in several counterparts,each of which shall be
deemed an original but all of which shall constitute one and the same License Agreement;
(c)contains the entire agreement of the Parties with respect to the transactions contemplated
hereby and supersedes all prior written and oral agreements, and all contemporaneous oral
agreements, relating to such transactions, except as provided in the Agreement of Sale; (d) shall
be governed by, and construed and enforced in accordance with,the laws of the State of Georgia
without giving effect to any conflict of laws rules; and(e)shall be binding upon,and inure to the
benefit of,the Parties and their respective permitted successors and permitted assigns.
19. Assignment. This License Agreement may not be assigned by Licensee (by
operation of law, merger, acquisition, consolidation or otherwise) without the prior written
consent of Licensor,which consent shall not be unreasonably withheld. This License Agreement
is solely for the benefit of the Parties and shall confer no rights or benefits to any third parties.
This License Agreement shall be binding upon and shall inure to the benefit of the parties and
their respective permitted successors and assigns.
20. Surrender of Licensed Premises. On the date upon which the License Term shall
expire, Licensee, at Licensee's sole cost and expense, shall quit and surrender the Licensed
Premises to Licensor in the condition required by the Agreement of Sale with Purchaser's Work
completed.
[Remainder of page intentionally left blank;signature page follows]
24

IN WITNESS WHEREOF, the Parties have executed this License Agreement as of the
date and year first above written.
LICENSOR:
EAST CAROLINA ENERGY INVESTMENTS,
LLC
By:
Name:
Title:
LUMBERTON INVESTMENTS 1,LLC
By:
Name:
Title:
LICENSEE:
GEORGIA RENEWABLE POWER,LLC
By:
Name:
Title:
Signature Page to License Agreement
25

EXHIBIT D
PURCHASER'S WORK
(Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to
such terms in the Agreement to which this document is appended as "Exhibit`DY' The terms
of this Exhibit"D"are for the convenience of the Parties and are solely for the purpose of
generally outlining the nature and scope of Purchaser's Work. They are not intended to be
technical specifications. If any conflict exists or arises between the terms of this Exhibit "D"
and the Agreement,the terms of the Agreement shall control.)
Purchaser shall, at its sole cost and expense, dismantle and remove the Assets from the
Real Property in accordance with this Exhibit D and remove and dispose of any standard
industrial demolition waste and perform the asbestos and lead based paint abatement work (as
hereinafter defined) required by Applicable Laws including Environmental Laws in connection
with the same (collectively, the "Purchaser's Work"). The Purchaser's Work shall be
performed by Purchaser in a good and workmanlike manner and in compliance with all
Applicable Laws including,without limitation,applicable Environmental Laws.
The manner and method in which Purchaser shall perform the Purchaser's Work shall be
determined by Purchaser in Purchaser's reasonable discretion;however,Purchaser covenants and
agrees to perform the Purchaser's Work and any other activities required to be performed by
Purchaser hereunder (or to cause the Purchaser's Work and any other activities required to be
performed by Purchaser hereunder to be performed) in a manner which (i) will reasonably
protect the safety of the employees, agents and contractors of Seller who may be present on the
Premises or any portion thereof for any purpose and (ii) will be in accordance with Applicable
Law, including applicable Environmental Laws. Accordingly, prior to the commencement of
any component of the Purchaser's Work or any other activities required to be performed by
Purchaser hereunder and, thereafter, during the performance of such component of the
Purchaser's Work or such other activity, Purchaser and Seller will engage in frequent and regular
communications between the parties to understand the scope and location of such component of
the Purchaser's Work or such other activity on the Real Property. 1f during the course of
performance of any component of the Purchaser's Work or any other activities required to be
performed by Purchaser hereunder, Seller reasonably determines that any unsafe conditions or
material threats to the environment exist as a result of the method in which the specific
component of the Purchaser's Work or any other specific activity required to be performed by
Purchaser hereunder is being performed, Seller shall notify Purchaser's on-site representative of
such determination (which notice need not be in writing), and, upon receipt of such notice,
Purchaser's on-site representative shall cause such component of the Purchaser's Work or such
other activity to cease as soon as reasonably practicable. Thereafter, within forty-eight (48)
hours, Seller and Purchaser or Purchaser's on-site representative shall meet and use reasonable,
good-faith efforts to attempt to agree upon an action plan for eliminating such unsafe condition
or material threat to the environment. Until such time as the parties have agreed upon such an
action plan, Purchaser may not resume performance of such component of the Purchaser's Work.
No cessation of any of Purchaser's Work at the direction of Seller shall give rise to a claim of by
Seller of default on the part of Purchaser.
26

Purchaser shall contract with, at Purchaser's sole cost and expense, a contractor
("Contractor") for final demolition of improvements. Prior to entering into any contract with
Contractor to perform the Purchaser's Work, Purchaser shall provide Seller with a copy of the
proposed contract for Seller's review and approval, which approval shall not be unreasonably
withheld. The contract must provide that the Contractor will provide performance and payment
bonds to perform the Purchaser's Work, at Contractor's or Purchaser's expense, to guarantee
completion of the Purchaser's Work by Contractor in accordance with the contract for the
performance of the Purchaser's Work entered into by and between Purchaser and Contractor,
which performance and payment bonds shall contain a dual obligee rider (or the surety's
equivalent) in a form reasonably acceptable to Seller naming Seller as a beneficiary thereof with
Purchaser and shall be issued by a bonding company reasonably acceptable to Seller and with an
A. M. Best rating of A:x or higher and shall otherwise be in a form reasonably acceptable to
Seller. Following Seller's approval of such contract and the execution thereof by Purchaser and
the Contractor, Purchaser shall provide a full and complete copy of the same to Seller.
Purchaser,Contractor and any sub-contractors shall maintain property liability insurance; general
liability, equipment liability, auto liability and workers compensation at levels equal to or in
excess of what is customary in the industry. In every case the insurance of site operators /
contractors/ service providers will include a waiver of subrogation for any third party cross over
claims in favor of the seller as well as an endorsement additionally insuring the Seller.
Prior to commencing the Purchaser's Work, Purchaser shall, at its sole cost and expense,
(i) obtain any and all permits, licenses and approvals required pursuant to Applicable Laws in
connection with the performance of the Purchaser's Work and, to the extent any of the Assets or
any components thereof are to be shipped outside of the United States, any and all export
authorizations and approvals required in connection therewith (collectively, the "Required
Approvals"), (ii)comply with the reasonable insurance requirements of Seller as set forth in the
preceding paragraph and provide evidence of such compliance to Seller, (iii) provide Seller with
a full and complete copy of the executed contract by and between Purchaser and Contractor to
perform the Purchaser's Work, and (iv) provide Seller with performance and payment bonds as
set forth in the preceding paragraph.
Purchaser hereby covenants and agrees, for the benefit of Seller to complete the
Purchaser's Work at its sole cost and expense and as part of the Purchaser's Work: (i) to
complete all asbestos and lead based paint abatement with the improvements as required by and
in accordance with Applicable Laws as part of the Purchaser's Work and; (ii) to the extent
required pursuant to Applicable Laws, to contract with a third-party monitoring company
licensed and approved by the State of North Carolina and reasonably acceptable to Seller to
oversee, monitor and confirm the completion of such required asbestos and lead based paint
abatement. In addition, notwithstanding anything contained herein to the contrary, Purchaser
further covenants and agrees not to remove any Asset from the Real Property that has not had the
asbestos or lead based paint abated in accordance with the terms of this Paragraph.
Purchaser's Work shall include,but not be limited to:
(a) Purchaser shall remove all Assets (except Excluded Assets) completely to grade
level. Purchaser shall leave the Real Property in a clean, finished and ready
condition with all slabs removed, debris free and all areas graded in a proper
27

fashion. If approved in advance in writing by Seller,which approval shall not be
unreasonably withheld, Purchaser may, in its discretion, permit its contractors or
agents to crush concrete materials to remain on site provided that the same
comports with Environmental Law.
(b) Purchaser shall remove all above grade improvements except the Excluded
Assets. This shall include but not be limited to the super structure systems,
building systems, roof and interior finish systems including reasonably related
material that is present to deliver a reasonably clean site.
(c) Purchaser will conduct the Purchaser's Work in accordance with Environmental
Law. Purchaser shall have no obligation to investigate, delineate, characterize,
remove or remediate any suspected or actual Release of Hazardous Material at,
into, upon, under or from the Real Property, the Assets or any other property at
any time, including during the Purchaser's performance of Purchaser's Work,
provided however, that Purchaser shall be responsible for any Release of
Hazardous Material directly caused by Purchaser, its employees, agents, vendors
or contractors during the performance of Purchaser's Work.
(d) Seller will be responsible for removal of the coal fines within the coal storage area
on the Real Property(and for compliance with requirements of the Environmental
Laws (as defined in the Agreement of Sale) with respect to any related slurry
ponds) and for the removal of chemicals in miscellaneous stand-alone storage
bills located on the Real Property.
(e) Slabs shall be removed to two (2) feet below grade. Any surface structures that
protrude above the slabs, dike walls, pads, pedestals, exposed footings, support
walls, above grade or the like will be removed two(2) feet below grade in order
to accept fill of"clean fill" — 18 inch. Purchaser will completely remove all
support footings, foundations and below grade walls which must be broken to a
level of two(2)feet below grade and backfilled with"clean fill"— 18 inch.
(f) Where pits, openings, voids or basements exist and such components protrude
above the grade, if not completely removed, (above, at or below grade) support
footings, foundations and grade walls will be broken to a level of two feet below
grade and backfilled with"clean fill"— 18 inch.
(g) All utility services required for the Purchaser's Work will remain the
responsibility of the Purchaser, including but not limited to: water, gas, air,
electric, sewer,toilets, disposal facilities,dumpsters,trash maintenance.
(h) Purchaser shall first perform the Purchaser's Work at the Elizabethtown Plant and
shall complete the Purchaser's Work on or before March 15, 2015. Purchaser
shall complete the Purchaser's Work at the Lumberton Plant on or before
December 15, 2015;provided, however, Purchaser may extend the deadline for
completion of the Purchaser's Work at the Lumberton Plant for up to an
28

additional six (6) months by providing 60 days prior written notice to Seller and
payment of the sum of Ten Thousand Dollars($10,000.00) per month.
29

Schedule 1(b1
PERMITS AND CONTRACTS
Elizabethtown Facility
• Service Agreement between Carolina Power & Light Company and Elizabethtown
Power, LLC for Facility Interconnection and Operating Agreement(the "Elizabethtown
Interconnection Agreement")
• Permit NC0058297(Waste water)Expired Oct 31/2011
• Permit NCS000352(Stormwater)Expires Oct 31/2014
• Title V Permit 05455T17 Expires Dec 31/2016
• Ground Lease and Easement Agreement dated January 31, 2001, between Alamac Knit
Fabrics,Inc.and Elizabethtown Power,LLC,as amended.
Lumberton Facility
• Service Agreement between Carolina Power & Light Company and Lumberton Power,
LLC for Facility Interconnection and Operating Agreement (together with the
Elizabethtown Interconnection Agreement,the"Interconnection Agreements")
• Permit NC0058301 (Waste water)Expires July 31/2014
• Permit NCS000349(Stormwater)Expires Oct 31/2014
• Title V Permit 05543T19 Expires Sept 30/2017
• Coal Yard Air Permit#07429R06 Expires Nov 30 2016
[RENEWALS AND TRANSFERS ARE IN PROGRESS]
30

Page 1 of 1
about:blank 8/21/2014

ATTACHMENT C
Lease Agreement
15-135/ATTACHMENTS OD

Landlord Consent to Assignment of Ground Lease and Easement Agreement
This Landlord Consent to Assignment of groppd Lease and Easement Agreement (this
"Consent")is given by West Point Place, LLC, a POrth WO a halimited liability company
("Lessor"),as of the date below.
WHEREAS, Lessor and Elizabethtown Energy, LLC ("Lessee"), successor-in-interest to
Alamac Knit Fabrics, Inc., are parties to that certain Ground Lease and Easement Agreement
dated January 31, 2001, as amended by First Amendment to Ground Lease and Easement
Agreement regarding the Elizabethtown Facility dated January 31, 2001 (as amended, the
"Ground Lease");and
WHEREAS, Lessee desires to assign all of Lessee's right,title, and interest in and to the
Ground Lease to East Carolina Energy Investments,LLC (the"Assignment");and
WHEREAS, Section 10.1 of the Ground Lease permits assignment by Lessee in certain
circumstances or with Lessor's consent.
NOW, THEREFORE, for and in consideration of the foregoing, the Ground Lease, and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,Lessor consents to the Assignment.
IN WITNESS WHEREOF, Lessor has executed this Consent as of the / day of
__oetizt__,2014.
Lessor:
West Point Place, LLC
By:
Printed Name: 1'l� afirsS A/
Title: 2711'.11 ISL'.— W&-

THIS PAGE INTENTIONALLY LEFT BLANK

ASSIGNMENT OF GROUND LEASE AND EASEMENT AGREEMENT
For and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
EAST CAROLINA ENERGY INVESTMENTS, LLC, a North Carolina limited liability
company, as assignee of Elizabethtown Energy, LLC and as successor-in-interest to Alamac Knit
Fabrics, Inc. ("Assignor"), does hereby transfer and assign to NORTH CAROLINA
RENEWABLE POWER - ELIZABETHTOWN, LLC, a Delaware limited liability company
("Assignee"), all of the rights, duties and obligations of Assignor under that certain Ground
Lease and Easement Agreement dated as of January 31, 2001, as the same was amended by that
certain First Amendment to Ground Lease and Easement Agreement dated as of January 31,
2001, with West Point Place, LLC, as successor in interest to Alamac Knit Fabrics, Inc. (the
"Contract"). Assignee hereby assumes all of the duties, obligations and liabilities of Assignor
under the Contract,whether accruing prior or subsequent to the date hereof.
Assignee hereby indemnifies, protects, defends and holds Assignor,Assignor's members,
the partners, officers, directors and shareholders of Assignor's members, and their respective
successors, and assigns, harmless from any and all claims, damages, losses, suits, proceedings,
costs and expenses, including, without limitation, reasonable attorneys' fees (collectively,
"Losses"), both known or unknown, present and future, at law or in equity, arising out of, by
virtue of or in any way related to the breach by Assignee of (or Assignee's failure to timely
perform) any or all of the obligations imposed on the lessee/tenant under the Contract that accrue
as a result of events first occurring from and after the date hereof.
Assignor hereby indemnifies, protects, defends and holds Assignee, Assignee's members
and their partners, officers, directors and shareholders and all of their respective successors and
assigns harmless from any and all Losses, both known and unknown, present and future, at law
or in equity and arising out of, by virtue of, or related in any way to, the breach by Assignor of
(or Assignor's failure to timely perform) any or all of the obligations imposed on the
lessee/tenant under the Contract that accrue as a result of events first occurring on or prior to the
date hereof.
This Assignment may be executed in one or more identical counterparts, all of which,
when taken together shall constitute one and the same instrument.
[The remainder of this page is intentionally left blank;signature pages follow.]
18894762v.1/060972-000005

IN WITNESS WHEREOF, the undersigned have executed this Assignment under seal to
be effective as of the 31st day of January,2015.
ASSIGNOR:
EAST AROL A ENERGY INVESTMENTS,LLC
a F . 'da limi i liabilii company
AdVir
Name: 1.. ( 14
Ti
(Signatures Continued On Following Page)
•
2
18894762v.1/060972-000005

MEQ:
NORTH CAROLINA RENEWABLE POWER-
ELIZABETHTOWN,LLC,a Delaware limited liability
company
Name: I (°
Nari P.
Title: /' r«:
(SEAL)
3
18094762v_1/060972-000003

THIS PAGE INTENTIONALLY LEFT BLANK

SECOND AMENDMENT TO GROUND LEASE AND EASEMENT AGREEMENT
(Elizabethtown,North Carolina)
THIS SECOND AMENDMENT TO GROUND LEASE AND EASEMENT AGREEMENT
("Second Amendment") is dated as of January 31,2015 ("Second Amendment Effective Date")by and
between WEST POINT PLACE, LLC, a North Carolina limited liability company ("Landlord"), and
NORTH CAROLINA RENEWABLE POWER - ELIZABETHTOWN, LLC, a Delaware limited
liability company ("Tenant") (Landlord and Tenant are from time to time referred to herein each as a
"Party"and collectively as the"Parties").
WITNESSETH:
WHEREAS, Alamac Knit Fabrics, Inc. a Delaware corporation, the predecessor-in-interest to
Landlord, and Elizabethtown Power, LLC, a Delaware limited liability company, the predecessor-in-
interest to Tenant,entered into that certain Ground Lease and Easement Agreement dated effective January
31, 2001, as amended by that certain First Amendment to Ground Lease and Easement Agreement
Regarding the Elizabethtown Facility dated January 31, 2001, (collectively, the "Ground Lease"),
pursuant to which Landlord leases to Tenant, under the terms, provisions, and conditions set forth in the
Ground Lease, that certain tract, piece or parcel of land located in Elizabethtown, North Carolina,being
more particularly described in the Ground Lease(the"Property"); and
WHEREAS, Landlord and Tenant desire to amend the Ground Lease to, among other things,
extend the current lease term for a period of six (6) additional months, all as more specifically provided
herein below;
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) in hand paid by Tenant to
Landlord,the mutual covenants set forth herein and other good and valuable consideration,the receipt and
sufficiency of which are hereby acknowledged,the Landlord and Tenant agree as follows:
AGREEMENT
1. Recitals: Conflict or Inconsistency. The Recitals are true, correct and incorporated by
this reference. In the event of any conflict or inconsistency between the provisions of this Second
Amendment and the provisions of the Ground Lease, the provisions of this Second Amendment shall
control. Unless otherwise defined herein, all capitalized terms in this Second Amendment shall have the
meanings respectively given them in the Ground Lease.
2. Option Term. Notwithstanding anything contained in the Ground Lease to the contrary,
the Parties agree that the First Renewal Term shall be extended for an additional six (6) months from
January 30,2015 to July 30,2105.
3. Authority. Each of the Parties hereto represents and warrants to the others that it has the
full capacity, right, power and authority to execute, deliver and perform this Second Amendment.
Landlord further represents and warrants that any and all consents (whether internal, lender, third party,
other tenant, or otherwise), if any, that may be required to allow Landlord to enter into this Second
Amendment have been obtained.
4. Binding, Effect of Amendment; Ratification of Ground Lease. This Second
Amendment shall be binding upon and inure to the benefit of the Parties and their respective heirs,
18895610v.3

Elizabethtown,North Carolina
Second Amendment to Ground Lease and Easement Agreement
successors and assigns under the Ground Lease. Except as modified by this Second Amendment, the
Ground Lease is ratified and reaffirmed by the Landlord and Tenant and remains in full force and effect.
5. Entire Agreement. This Second Amendment constitutes the entire agreement between
the Landlord and Tenant with respect to the subject matter hereof and supersedes any prior written or oral
agreements pertaining thereto.
6. Counterparts. This Second Amendment may be signed in counterparts, each of which
shall be deemed an original and together shall be deemed one instrument. The parties shall simultaneously
execute an amendment to the existing Short Form Lease,which Tenant may record at its discretion and at
Tenant's sole cost and expense.
[SIGNATURES CONTAINED ON FOLLOWING PAGE]
18895610v.3

' I
JAN-29-2015 ': ;091's FROM: TO:14047241784 P.1/1
F.Imm
.North Confine
Seoond Amendment to Omtlnd Leese end Beeement Agreement
IN WITNESS WHEREOF,the Panics have caused this Second Amendment to be executed by
their uthorized signatories as of the Second Amendment Effective Date.
LANDLORD
WEST POINT PLACE.,LW,
a Northline limited liability company
aro
By: A
Name: H NILE BRISSON
Title: MEMBER/MANAGER
i
NORTH CAROLINA RENEWABLE POWER-
ELIZABETHTOWN,
LLC,a Delaware limited liability
com
By: r(P----.,
Name: % hll&cei
Title: iP O�Y[. -4,k1"
iI 1`
I
1
1

THIS PAGE INTENTIONALLY LEFT BLANK

THIRD AMENDMENT TO GROUND LEASE AND EASEMENT AGREEMENT
(Elizabethtown,North Carolina)
THIS THIRD AMENDMENT TO GROUND LEASE AND EASEMENT AGREEMENT("Third
Amendment") is dated as of May P•1 1, 2015 to be made effective as of July 30, 2015 ("Third
Amendment Effective Date") by and between WEST POINT PLACE,LLC, a North Carolina limited
liability company ("Landlord"), and NORTH CAROLINA RENEWABLE POWER -
ELIZABETHTOWN, LLC, a Delaware limited liability company("Tenant") (Landlord and Tenant are
from time to time referred to herein each as a"Party"and collectively as the"Parties").
WITNESSETH:
WHEREAS, Alamac Knit Fabrics, Inc. a Delaware corporation, the predecessor-in-interest to
Landlord, and Elizabethtown Power, LLC, a Delaware limited liability company, the predecessor-in-
interest to Tenant,entered into that certain Ground Lease and Easement Agreement dated effective January
31, 2001, as amended by that certain First Amendment to Ground Lease and Easement Agreement
Regarding the Elizabethtown Facility dated January 31, 2001, (collectively, the "Ground Lease"),
pursuant to which Landlord leases to Tenant, under the terms, provisions, and conditions set forth in the
Ground Lease, that certain tract,piece or parcel of land located in Elizabethtown, North Carolina, being
more particularly described in the Ground Lease(the"Property");and
WHEREAS, Landlord and Tenant entered into a Second Amendment to Ground Lease and
Easement Agreement in order to extend the lease term through July 30,2015;and
WHEREAS, Landlord and Tenant desire to further amend the Ground Lease to, among other
things, further extend the lease term for an additional period, all as more specifically provided herein
below;
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) in hand paid by Tenant to
Landlord,the mutual covenants set forth herein and other good and valuable consideration,the receipt and
sufficiency of which are hereby acknowledged,the Landlord and Tenant agree as follows:
AGREEMENT
1. Recitals: Conflict or Inconsistency. The Recitals are true, correct and incorporated by
this reference. In the event of any conflict or inconsistency between the provisions of this Third
Amendment and the provisions of the Ground Lease, the provisions of this Third Amendment shall
control. Unless otherwise defined herein, all capitalized terms in this Third Amendment shall have the
meanings respectively given them in the Ground Lease.
2. Option Term. Notwithstanding anything contained in the Ground Lease to the contrary,
the Parties agree that the First Renewal Term shall be extended for an additional term from July 30,2015
through December 31,2015.
3. Authority. Each of the Parties hereto represents and warrants to the others that it has the
full capacity, right,power and authority to execute, deliver and perform this Third Amendment. Landlord
further represents and warrants that any and all consents(whether internal,lender,third party,other tenant,
or otherwise),if any,that may be required to allow Landlord to enter into this Third Amendment have been
obtained.
19922364v.1

Elizabethtown,North Carolina
Third Amendment to Ground Lease and Easement Agreement
4. Binding. Effect of Amendment: Ratification of Ground Lease. This Third
Amendment shall be binding upon and inure to the benefit of the Parties and their respective heirs,
successors and assigns under the Ground Lease. Except as modified by this Third Amendment,the Ground
Lease is ratified and reaffirmed by the Landlord and Tenant and remains in full force and effect.
5. JEntire Agreement. This Third Amendment constitutes the entire agreement between the
Landlord and Tenant with respect to the subject matter hereof and supersedes any prior written or oral
agreements pertaining thereto.
6. Counterparts. This Third Amendment may be signed in counterparts, each of which
shall be deemed an original and together shall be deemed one instrument. The parties shall simultaneously
execute an amendment to the existing Short Form Lease, which Tenant may record at its discretion and at
Tenant's sole cost and expense.
[SIGNATURES CONTAINED ON FOLLOWING PAGE]
19922364v.1

Third Amendment b Ground Lana ed 1111;;; AVNmed
TN WITNESS WHEREOF,the Parties have caused this Third Amendment to be executed by their
authorized signatories as of the Third Amendment Effective Date.
LANDLORD
WEST POINT PLACE,LLC,
a N$ P A e line ' .ted liability company
By: 3
Name: Ai le Alli S S QN
Title: 2/k/hl it/nQNlt�r_2
l ✓
TENANT
NORTH CAROLINA RENEWABLE POWER-
1
ELIZABETHTO',' ,a Delaware limited liability
Bm,� t,
r•
Name: aJ 4 .1 _
Title: P AN ,,LI , /017