WQCS00275_Owner (Name Change)_20231023

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ONWASA
onwasa.com
228 Georgetown Rd
Jacksonville, NC 28540
October 17, 2023
North Carolina Department of Environmental Quality
Division of Water Resources RECEIVED
Water Quality Permitting Section — PERCS Unit
1617 Mail Service Center
Raleigh, North Carolina 27699-1636 OCT 2 3 2023
Re: Request for Sewer System Permit Ownership Change NCDEQ/DWR/NPDES
Pluris North Topsail Collection System, WQCS00275
Onslow County, North Carolina
DWR Permitting Staff:
Please find enclosed a 9 completed Sewer System Permit Name/OwnershipChange Form
p Y
(PNOCF 01-16) and supporting documentation for the above-referenced collection system.
Attached to this request are copies of documents provided by the current owner (Pluris,
LLC); it appears the referenced permit expired in 2021, but other WQ permits that divide the
collection system into three basins do not have a specific expiration date. While ONWASA does
not have an issue with renewal of the original collection system permit at this time, we would also
ask consideration for simply including this collection system within ONWASA's existing Collection
System Permit (WQCS00249). A copy of the current version of that permit is also included.
Based on the schedule to obtain final approvals and secure the necessary funding, we
anticipate closing on the sale of the plant and associated collection system on November 9, 2023,
and assuming operation immediately. Please also note there will be no change in the waste
stream or collection system configuration with this change in ownership.
Please feel free to reach out to me directly at [phone] or dmohronwasa.com if
you have any questions or concerns over this request.
Sincerely,
David M. Mohr, PE
Chief Operations Officer
Onslow Water and Sewer Authority
Encl. Executed Systems Purchase Agreement
NCPUC Order Approving Transfer
Pluris Collection System Permits
ONWASA Collection System Permit

44. State of North Carolina
DWR Department of Environmental Quality
Division of Water Resources
SEWER SYSTEM PERMIT OWNERSHIP/NAME CHANGE
Division of Water Resources INSTRUCTIONS FOR FORM: PNOCF 01-16
This form is for ownership changes or name changes of a sewer system permit. Please note that"Permittee" references the
existing permit holder,and that"Applicant" references the entity applying for the ownership/name change.
Sewer permits start with a WQ or WQCS and contain the terms sewer extension or collection system in the subject field. This
form should not be used for permits with NC,NCG,SW or other types of non-sewer permits beginning with WQ.
For more information, visit the Division's Water Quality Permitting's website:
A. Sewer System Permit Ownership/Name Change(FORM: PNOCF 01-16)Application(All Applications):
® Submit an original completed and appropriately executed application(PNOCF 01-16).
® The Existing Permittee's Certification shall be signed in accordance with 15A NCAC 02T .0106(b). Per 15A NCAC 02T
.0106(c), an alternate person may be designated as the signing official if a delegation letter is provided from a person who
meets the criteria in 15A NCAC 02T.0106(b).
® The Applicant's Certification shall be signed in accordance with 15A NCAC 02T.0106(b). Per 15A NCAC 02T.0106(c),an
alternate person may be designated as the signing official if a delegation letter is provided from a person who meets the criteria
in 15A NCAC 02T.0106(b).
B. Existing Permit(All Applications):
® Submit a copy of the most recently issued permit and certification.
C. Property Ownership Documentation(All Applications):
> The Applicant shall demonstrate they are the owner of all property containing the sewer system facilities:
❑ Legal documentation of ownership(i.e.,GIS,deed,article of incorporation,or contract),or
❑ Written notarized intent to purchase agreement signed by both parties with a plat or survey map,or
❑ Approved board minutes
D. Certificate of Public Convenience and Necessity(All Applications where the Applicant is a Privately-Owned Public Utility):
❑ Per 15A NCAC 02T .0115(a)(1), provide one copy of the Certificate of Public Convenience and Necessity from the North
Carolina Utilities Commission demonstrating the Applicant is authorized to hold the utility franchise for the area to be served
by the non-discharge system.
E. Operational Agreements(Applications where the Applicant is a Home/Property Owners'Association or Developer of lots to be
sold):
> Home/Property Owners' Associations
❑ Per 15A NCAC 02T.0115(c),submit an original properly executed Operational Agreement(FORM:HOA).
❑ Per 15A NCAC 02T .0115(c), submit an original proposed or approved Articles of Incorporation, Declarations and By-
laws that contain the language required by the Operational Agreement.
➢ Developers of lots to be sold
❑ Per 15A NCAC 02T.0115(b),submit an original of the properly executed Operational Agreement(FORM:DEV).
F. Package Submitted in Duplicate
® Submit a copy of all required documents in Instructions A-E as required
THE COMPLETED APPLICATION AND SUPPORTING DOCUMENTATION SHALL BE SUBMITTED IN DUPLICATE
TO:
NCDEQ-DWR
Water Quality Permitting Section
PERCS Unit
By U.S.Postal Service: By Courier/Special Delivery:
1617 MAIL SERVICE CENTER 512 N.SALISBURY ST.
RALEIGH,NORTH CAROLINA 27699-1636 SUITE 925
RALEIGH,NORTH CAROLINA 27604
TELEPHONE NUMBER: [phone]
INSTRUCTIONS FOR APPLICATION PNOCF 01-16 Page 1 of 1

State of North Cana..
D Department of Environmental Quality
Division of Water Resources
SEWER SYSTEM PERMIT OWNERSHIP/NAME CHANGE
INSTRUCTIONS FOR FORM: PNOCF 01-16
Division of Water Resources
I. EXISTING PERMITTEE INFORMATION:
1. Permittee's name: Pluris,LLC
2. Signature authority's name:Maurice W.Gallarda,PE per 15A NCAC 02T.0106(b)
3. Signature authority's title:Managing Member
4. Permittee's mailing address: 5920 Berkshire Lane,Suite 800
City:Dallas State:TX Zip: 75225-
5. Permittee's contact information: Phone number:[phone] Fax Number(_)__
Email Address:mgallardanaolurisusa.com
II. APPLICANT INFORMATION:
1. Applicant's name: Onslow Water and Sewer Authority(ONWASA)
2. Signature authority's name:David M. Mohr,PE per 15A NCAC 02T.0106(b)
3. Signature authority's title:Chief Operations Officer
4. Applicant's mailing address:228 Georgetown Road
City:Jacksonville State:NC Zip:28540-
5. Applicant's contact information: Phone number:[phone] Fax Number(---)__
Email Address:[e-mail]
6. Representative's name: N/A
7. Representative's title: N/A
8. Representative's contact information Phone number:(_)__ Fax Number(_)__
Email Address: --
III. PERMIT INFORMATION:
1. Existing permit number: WOCS00275 and most recent issuance date: September 4,2013
2. Reason for the permit application:Change of Ownership If other, attach detailed explanation
3. Has the facility been constructed? ®Yes or 0 No
4. Has the facility been certified per 15A NCAC 02T.0116? ® Yes or❑No
FORM: PNOCF 01-16 Page 1 of 2

IV, CERTIFICATIONS:
Existing Perm ittec's Certification per I5A NCAC 02T.0106(b):
Maurice Gallarda. PE. Managing Member attest that this application
(Signature Authority's name& title from Application Item 1.2& )
has been reviewed by me and is accurate and complete to the best of my knowledge. I understand that prior to reissuance of the permit
into the Applicant's name. I will continue to be responsible for compliance with the current permit and any discharge of wastewater
from this system to surface waters or the land may result in an enforcement action that may include civil penalties. injunctive relief,
andorcriminal prosecution. I will also make no claim against the Division of Water Resources should a condition ot'the existing permit
he violated. I also understand that if all required parts of this application are note completed and that if all required supporting
information and attachments are not included. this application will be returned to me as incomplete.
NOTE -- In accordanc with General Statutes I43-215.6A and 1 13-215.613. any person who knowingly makes any false statement,
representation, or certi lcation in an_ ppli ton package shall be guilty of a Class 2 misdemeanor. which may include a tine not to
exceed S10,000 as el as ciy' pe i s tit • S25.000 per violation.
Signature: Date: __ t
Applicant's Certification per ISA NCAC 02T.0106(b):
I, David M. Mohr. PE,Chief Operations Officer attest that this application
(Signature Authority's name&title from Application Item I I.2&3.)
has been reviewed by me and is accurate and complete to the best of my knowledge. 1 understand that after issuance of the permit into
the Applicant's name. I will be responsible for compliance with the issued permit and any discharge of wastewater from this non-
discharge system to surface waters or the land may result in an enforcement action that may include civil penalties, injunctive relief,
•
and/or criminal prosecution. I will make no claim against the Division of Water Resources should a condition of this permit be violated.
I also understand that if all required parts of this application package are not completed and that if all required supporting information
and attachments are not included. this application package will be returned to me as incomplete.
NOTE -- In accordance with General Statutes I43-2I5.6A and I43-21.5.6B. any person who knowingly makes any false statement,
representation. or certification in any application package shall be guilty of a Class 2 misdemeanor. which may include a tine not to
exceed SI0,000 as well as civil penalties u to$2-,000 per violation.
Signature: � PL Date: v 7/210 a
FORM: PNOCF 01-16 Pape"' of

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THIS DOCUMENT, IN ITS PRESENT FORM OR AS IT MAY BE REVISED BY ANY
PARTY, WILL NOT BECOME A BINDING AGREEMENT OF ANY PARTY UNLESS AND
UNTIL IT HAS BEEN SIGNED BY ALL PARTIES AND FULLY SIGNED COPIES HAVE
BEEN EXCHANGED. THE EFFECT OF THIS LEGEND MAY NOT BE CHANGED BY
ANY ACTION OF THE PARTIES.
SYSTEMS PURCHASE AGREEMENT
by and among
PLURIS, LLC and PLURIS WEBB CREEK, LLC
and
ONSLOW WATER AND SEWER AUTHORITY
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SYSTEMS PURCHASE AGREEMENT
THIS SYSTEMS PURCHASE AGREEMENT is made and entered into as of
, 2023 (the"Effective Date")by and between PLURIS WEBB CREEK,
LLC, and PLURIS, LLC, validly existing limited liability companies under the laws of the
State of North Carolina(collectively "Pluris"), and the ONSLOW WATER AND SEWER
AUTHORITY, an authority created and validly existing under the laws of the State of North
Carolina("ONWASA"). Pluris and ONWASA are from time to time referred to herein
individually as a"Party"and collectively as the "Parties".
RECITALS
WHEREAS, Pluris is engaged in providing sanitary sewer collection and utility services,
serving residents and businesses in or near Hubert and Sneads Ferry, North Carolina (the
"Systems"); and
WHEREAS,as contemplated by that certain Memorandum of Intent between the Parties,
Pluris desires to transfer all of the Systems Assets (as defined below) and ONWASA desires to
acquire all of the Systems Assets; and
WHEREAS, this Systems Purchase Agreement is authorized by N.C. Gen. Stat. § 162A-
6(a)(5); and
WHEREAS, the governing bodies of Pluris and ONWASA have approved, and deem it
advisable to consummate, the acquisition of the Systems Assets by ONWASA, upon the terms
and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, and the mutual promises,
covenants and agreements contained herein,and for other good and valuable consideration,the
receipt and legal sufficiency of which are hereby acknowledged,the Parties, intending to be
legally bound, hereby agree as follows:
ARTICLE 1
SALE OF ASSETS
1.1 Sale of Systems Assets.
(a) Systems Assets. Upon the terms and subject to the conditions of this Agreement and
in reliance upon the covenants, agreements, representations and warranties set forth in this
Agreement, at the Closing, Pluris shall transfer to ONWASA, free and clear of any
encumbrances other than Permitted Encumbrances, and ONWASA shall purchase from Pluris,
all of Pluris' rights,title and interest in and to, the following assets(collectively,the"Systems
Assets"):

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(i) The Real Property as set forth on Schedule 1.1(a)(i).
(ii)All sewer lift station equipment,booster pump station equipment, and all trunk,
collection and other pipes, drains and lines used or held for use by Pluris in connection with the
Systems as set forth on Schedule 1.1(a)(ii).
(iii)The equipment, machinery, furniture, computer hardware and software and related
peripheral equipment and other tangible personal property set forth on Schedule 1.1(a)(iii);
(iv)All supplies,tools,raw materials,parts, work in process and inventories used or held
for use by Pluris in connection with the Systems as set forth on Schedule 1.1(a)(iv);
(v)All Permits to the extent transferable as set forth on Schedule 1.1(a)(v);
(vi)The Assumed Contracts, including any"Will Serve"letters, as set forth on Schedule
1.1(a)(vi);
(vii) Originals, or where not available,copies,of all books and records relating to the
Systems, including all accounting records, quality control records and procedures,customer lists,
service and warranty records,equipment logs, operating guides and manuals, documents,data
and other materials and information, in each case to the extent relating to the Systems;
(viii)All prepaid expenses,advance payments,claims,refunds and Customer Deposits to
the extent related to the Systems;
(ix)All rights and claims under warranties, indemnities and similar rights against third
parties to the extent related to any Systems Assets or Assumed Liabilities;
(x)All equitable claims and rights, including all claims and rights arising under operation
of Law,with respect to any and all Systems Assets; and
(xi)All other assets and properties of every kind and nature, whether real,personal, or
mixed,tangible or intangible, used or held for use exclusively in connection with the Systems
Assets.
(b) Excluded Assets. Notwithstanding Section 1.1(a)to the contrary, the "Systems
Assets" shall specifically exclude these assets owned by Pluris, which will remain the property
of Pluris after Closing:
(i)All cash,cash equivalents, securities,bank, and other financial institution deposits and
accounts, instruments,notes, and any other liquid or current assets(including Pluris Revenues
but excluding ONWASA Revenues), other than items described in Section 1.1(a)(viii);
(ii)All insurance policies and related rights;

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(iii)All membership interests or other equities or rights;
(iv)All personnel records, compliance books and records, and any other records that
Pluris is required by applicable Law to keep in its possession;
(v) Pluris' organizational documents and related records of member/manager/officer
communications and tax return; and
(vi)All of the assets listed on Schedule 1.1(b)(vi), which assets are owned by Pluris and
not currently used for operation of the Systems.
(c) Assumed Liabilities. ONWASA shall assume all liabilities and obligations of Pluris
accruing or to be provided on and after the Closing Date under the Assumed Contracts as
provided in the Assumption Agreement(collectively, the"Assumed Liabilities").
(d) Consideration for Systems Assets. Upon the terms and subject to the conditions of
this Agreement, in consideration for the conveyance, assignment, sale, transfer and delivery by
Pluris to ONWASA of the Systems Assets, ONWASA shall pay to Pluris at Closing, by wire
transfer,the sum of thirty-seven and one-half million dollars ($37,500,000.00) for the Systems
Assets at Sneads Ferry and eleven million dollars($11,000,000.00)for the Systems Assets at
Webb Creek in Hubert. At Closing, ONWASA shall be given credit for the two hundred
thousand dollar deposit paid by ONWASA("Deposit")and at Closing the amount paid to Pluris
by ONWASA shall be forty-eight million three hundred thousand dollars($48,300,000.00). The
consideration to be paid by ONWASA to Pluris for the Systems Assets shall be allocated among
the Systems Assets as provided in Schedule 1.1(d).
(e)Contribution in aid of Construction.
As of the Effective Date and until the time of Closing, Pluris will cease reserving
additional sewer treatment capacity from either or both Systems, and shall cease collecting
associated connection fees, also known as Contribution in Aid of Construction("CIAC"or
"System Development Fees").
During that interim period, Pluris may receive inquiries from property owners and/or
developers seeking sewer service through the Systems. All such requests shall be forwarded to
ONWASA for review and approval/denial prior to any action by Pluris. If such a request is
approved by both Parties, a"Will Serve"letter will be jointly issued by the Parties and will
require that property owners pay associated fees in the future to ONWASA in accordance with
ONWASA's then-approved rates and charges following closing of the sale of the Systems to
ONWASA. Such Will Serve letters shall be in form and substance reasonably satisfactory to
ONWASA and Pluris. Pluris shall keep accurate information on such properties and make that
information available to ONWASA monthly until Closing. Pluris shall also provide monthly

5
flow data showing average daily flow in gallons per day of treatment and remaining available
capacity to ONWASA as part of its monthly reporting to the DEQ.
At Closing,the permitted sewer treatment capacity at the Pluris plant in Sneads Ferry
shall be no less than one million five hundred forty-two thousand six hundred thirty five gallons
per day (1,542,635 gpd) and the permitted sewer treatment capacity at the Webb Creek plant in
Hubert shall be no less than three hundred fifty thousand gallons per day (350,000 gpd).
1.2 Closing. Upon the terms and subject to the conditions of this Agreement, and
provided that all of the conditions set forth in Article 5 (other than those conditions that by their
terms cannot be satisfied until the Closing)have been satisfied or waived,the Closing shall take
place at such time and date the Parties shall agree by the exchange of signed,copies of the
Transaction Documents, including real estate documents no later than November 30,2023 (the
"Closing Deadline"). If all such conditions have not been satisfied or waived by the Closing
Deadline,the Party not responsible for satisfying the outstanding condition shall have the option,
in its sole discretion,of notifying the responsible Party of such in writing and either: (i)
extending the Closing Deadline for so long as the responsible Party is diligently pursuing
satisfaction of that condition; provided that the Closing Deadline shall not be extended over
thirty(30)days without the written consent of both parties; (ii)waiving that condition and
proceeding with Closing;or(iii)terminating this Agreement.The election of(i) above shall not
prohibit a subsequent election of(ii)or(iii). The "Closing Date"means the date upon which
the Closing actually occurs. For economic and accounting purposes,the Closing shall be
deemed to take effect at 11:59 PM ET on the Closing Date.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF PLURIS
Pluris represents and warrants to ONWASA as follows:
2.1 Organization of Pluris. Pluris Webb Creek,LLC, and Pluris,LLC are validly
existing companies,existing as such under and by virtue of the Laws of the State. Pluris has all
requisite power and authority to carry on the Systems as now being conducted and to own,use
and hold for use the Systems Assets.
2.2 Authorization.The execution,delivery and performance by Pluris of each of the
Transaction Documents to which it is or will be a party and the consummation by it of the
Contemplated Transactions have been duly authorized by Pluris' Manager, and no other action
on the part of Pluris is necessary to authorize the execution,delivery and performance by Pluris
of such Transaction Documents or the consummation by it of the Contemplated Transactions.
Pluris has duly executed and delivered this Agreement.
2.3 Consents and Approvals;No Violations.

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(a) The execution, delivery and performance of the Transaction Documents to which
Pluris is or will be a party, and the consummation by Pluris of the Contemplated Transactions, do
not and will not, with or without notice or passage of time or both: (i)subject to the receipt of
Regulatory Approvals as described in Section 2.3, after giving effect to all third party consents
obtained by Pluris on or before Closing,result in a violation or breach of, or constitute a default
(or give rise to any right of termination, amendment or acceleration) under, or require any
consent, approval or waiver under, any Assumed Contract or,any other agreement, contract or
instrument to which Pluris is a party to the extent such violation or default would prevent the
consummation of the Contemplated Transactions or otherwise materially interfere with
ONWASA's use of the Systems Assets or the(ii) subject to the receipt of Regulatory Approvals
as described in Section 2.3, violate any Order applicable to Pluris, the Systems or any of the
Systems Assets, or(iii)result in the creation or imposition of any Encumbrance on any Systems
Assets.
(b) The Transaction Documents including the permits listed in paragraph 2.10 to operate
the Systems require the approval of the North Carolina Department of Environmental Quality
("DEQ")for the transfer to ONWASA.
(c)This Agreement together with its Schedules, and the transfer of the Systems as
contemplated by this Agreement, requires the approval of the North Carolina Utilities
Commission ("NCUC"). Pluris' obligation to close the transaction that is the subject of this
Agreement is contingent upon Pluris receiving an Order from the NCUC approving the transfer
of the Systems to ONWASA which is satisfactory in form and substance to Pluris, in its sole
discretion. Pluris shall make this determination within ten business days of the issuance of the
Order from NCUC, and provide notice of its decision to ONWASA.
2.4 Financial Statements. To the Knowledge of Pluris, the financial statements
described on Schedule 2.4(collectively,the"Financial Statements")fairly present in all
material respects the financial condition and the results of operations and cash flows of Pluris
related to the Systems as at the respective dates of and for the periods referred to in the Financial
Statements, all in accordance with generally accepted accounting principles. The Financial
Statements reflect the consistent application of such accounting principles throughout the periods
involved, except as disclosed in the notes to such Financial Statements. The Financial Statements
have been prepared from and are in accordance with the accounting records of Pluris. There are
no outstanding claims, liabilities, obligations or indebtedness in connection with the Systems of
any kind or nature, whether fixed or contingent,except as set forth in the Financial Statements,
and except for liabilities incurred in the Ordinary Course of Business since the date of the
Financial Statements and of the kind and type reflected in the Financial Statements which are
not, individually or in the aggregate, material in amount.
2.5 Title. Pluris has(and at the Closing Pluris will transfer to ONWASA) good and
valid title to all the Systems Assets free and clear of all Encumbrances other than Permitted
Encumbrances.

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2.6 Tax Matters. All Tax Returns required to be filed by or on behalf of Pluris in
connection with the Systems have been timely filed,and such Tax Returns are accurate and
complete in all material respects. All Taxes due and payable by Pluris in connection with the
Systems have been paid in full on a timely basis, and no other material Taxes (whether or not
shown on or reportable on such Tax Returns) are payable by Pluris in connection with the
Systems. Pluris has withheld all amounts required to be withheld or collected in connection with
any amount paid or owing to any employee, independent contractor, creditor, shareholder or
other Person in connection with the Systems,has remitted such amounts to the appropriate taxing
authorities in accordance with applicable Laws and has complied with all information reporting
and backup withholding requirements, including maintenance of required records, with respect
thereto. There are no Encumbrances on any of the purchased Systems Assets with respect to
Taxes, other than Encumbrances for Taxes not yet due and payable. No federal, state or local
audits,examinations, investigations or other Actions are pending with regard to any Taxes or
Tax Returns of Pluris in connection with the Systems. Pluris is not a party to any Action for
assessment or collection of Taxes in connection with the Systems,nor has any such Action been
asserted or, to Pluris' Knowledge,threatened. Pluris is not a United States real property holding
corporation within the meaning of Section 897(c)(2) of the Code during the applicable period
specified in Section 897(c)(1)(A)(ii)of the Code, and ONWASA is not required to withhold Tax
in connection with the Closing by reason of Section 1445 of the Code.
2.7 Absence of Certain Changes. Since February 21,2023,Pluris has operated the
Systems only in the Ordinary Course of Business consistent with past practice. Without limiting
the generality of the foregoing,Pluris has not since February 21,2023:
(a) permitted or allowed any of the Systems Assets to be subjected to any
Encumbrances of any kind other than Permitted Encumbrances;
(b) sold, transferred, leased or otherwise disposed of any of the Systems Assets or
any other properties or assets(real,personal or mixed, tangible or intangible)used or held for use
in connection with the Systems,except in the Ordinary Course of Business, consistent with past
practice;
(c) entered into any contract or agreement in connection with the Systems outside the
Ordinary Course of Business;
(d) amended, modified or terminated, or waived any right or claim under,any
Assumed Contract;
(e) except for agreements with property owners or developers entered into as
provided for in Section 1.1(e),entered into any contract or agreement in connection with the
Systems that provides for payments to or from Pluris in excess of$25,000 and is not terminable
in thirty (30)days or less without penalty;
(f) failed to maintain the purchased Systems Assets in good operating condition and

8
repair, subject to ordinary wear and tear;
(g) experienced any material damage, destruction or loss(whether or not covered by
insurance)to the Systems Assets incurred or assumed any liabilities in connection with the
Systems, or paid, discharged, waived or released any liabilities or obligations of the Systems, in
each case except in the Ordinary Course of Business;
(h) changed its cash management practices and policies or its practices and
procedures with respect to the collection of customer accounts receivable, in each case with
respect to the Systems; or
(i) agreed, whether in writing or otherwise,to take any action described in this
Section 2.7.
2.8 Customers.
(a) Maps. Schedule 2.8(a)contains maps which set forth the location of all of Pluris'
known distribution, trunk,collection and other pipes, drains and lines used or held for use in
connection with the Systems. Pluris does not provide Systems services to any Person other than
those customers set forth on the Customer Lists to be provided in accordance with Section 4.9.
(b) Upon the consummation of the Contemplated Transactions, all Pluris customers
will become ONWASA customers and Pluris relinquishes all claims or rights to provide utility
services in Pluris' existing service areas served by the Systems in Onslow County.
(c) Customer Deposits List. Schedule 2.8(b) contains an accurate and complete list
(the"Customer Deposits List") of all lots and units from which Pluris has collected and
currently retains Customer Deposits, including a description of the fee or deposit, the account
name and number, and the amount and date paid.
2.9 Real Property.
(a) Real Property -Generally.
(i) As used herein, "Real Property"means all real property, including all land
described on Schedule 1.1(a)(i), all Easements, in which Pluris has any right, title or interest and
which is used or held for use in connection with the Systems,together with the use of all
buildings, structures, improvements and fixtures located thereon or attached or appurtenant
thereto. The Owned Real Property, the Easements and all real property listed on Schedule
1.1(a)(i) are included in the"Real Property."
(ii) Within five business days after the Effective Date, Pluris shall deliver to
ONWASA true and complete copies of all deeds, title insurance policies and surveys relating to
the Real Property,including all documents evidencing Encumbrances upon the Real Property,

9
that are in Pluris' records or control. Other than the Permitted Encumbrances, there are no
Encumbrances or disputes or conditions affecting any Real Property that might curtail or
interfere with the use of such property by ONWASA, and there are no pending or to Pluris'
Knowledge threatened Actions,or outstanding Orders,relating to any Real Property, including
Pluris' use of the Real Property.
(b) Owned Real Property. As used herein, "Owned Real Property"means every
parcel of Real Property owned in fee simple by Pluris and used solely in connection with the
operation of the Systems, including the Lagoon. Schedule 1.1(a)(i) sets forth each parcel of
Owned Real Property, including with respect to each parcel, the address location and use. With
respect to each parcel of Owned Real Property, (i) Pluris has not leased or otherwise granted to
any Person the right to use or occupy such parcel of Owned Real Property or any portion thereof;
and(ii)to the Knowledge of Pluris,there are no unrecorded outstanding options, rights of first
offer or rights of first refusal to purchase such parcel of Owned Real Property or any portion
thereof or interest therein.
(c) Easement& Rights of Way.
(i) Set forth on Schedule 1.1(a)(i) is a list of certain easements,rights of way,
rights,privileges and appurtenances, including proofs of dedication, in which Pluris has any
right, title or interest and which are used or held solely for use by Pluris in connection with the
Systems.
(ii) Pluris may not have all Required Easements, each duly executed and
recorded. To the Knowledge of Pluris, any failure by Pluris to have all such duly executed and
recorded Required Easements would not have a material adverse effect on the operation of the
Systems,except as otherwise set forth on Schedule 2.9(c)(ii).
(iii) To the Knowledge of Pluris, (A)Pluris and its Systems operations are in
compliance with all Easements and(B)no event has occurred or circumstance exists that may
(with or without notice, the passage of time or both)constitute or result directly or indirectly in a
violation of or a failure to comply with any term of, or result directly or indirectly in the
revocation, withdrawal, suspension or termination of, or any modification to, any such Easement.
(j) Leased Property. Pluris does not lease or license any real property in connection
with its operation of the Systems. Pluris is not a party to any lease,assignment or similar
arrangement under which Pluris is a lessor, assignor or otherwise makes available for use by any
third party any portion of the Real Property.
2.10 Permits. All Permits required for Pluris to own and operate the Systems and the
Systems Assets as currently conducted have been obtained by Pluris, are valid and in full force
and effect and are set forth on Schedule 2.10. True and complete copies of all such Permits have
heretofore been, or will be prior to Closing, furnished to ONWASA. Pluris is in substantial
compliance with all such Permits. No event has occurred or circumstance exists that may (with

10
or without notice, the passage of time or both) (a) constitute or result directly or indirectly in a
violation of or a failure to comply with any term or requirement of any such Permit except where
failing to comply would not have a material adverse effect on the Systems Assets or Pluris or(b)
result directly or indirectly in the revocation, withdrawal, suspension or termination of, or any
modification to, any such Permit.
2.11 Plant, Equipment,and Inventory.
(a) Sufficiency of Assets. The Systems Assets, including the Lagoon,are sufficient
for the continued operation of the Systems after the Closing in substantially the same manner as
conducted byPlurisprior to the Closingandconstitute all of the ri rights, properties and assets
g , p p
necessary to operate the Systems as currently operated.
(b) Condition of Assets. The buildings, structures, improvements, fixtures located on
or attached or appurtenant to the Owned Real Property,and all other equipment,machinery,
furniture, fixtures,tanks, structures, computer hardware and other tangible personal property
included in the Systems Assets,are structurally sound,in good operating condition and repair,
are adequate for the uses to which they are being put and are not in need of maintenance or
repairs except for ordinary,routine maintenance and repairs which are not material in nature or
cost. Pluris has operated and maintained the Systems Assets in accordance with established
operating practices. Pluris has a valid license and right to use all software installed in or used in
connection with any personal computer or other computing device included in the Systems
Assets and has the right to assign such license and right to ONWASA in accordance with this
Agreement.
2.12 Environmental Matters.
(a) Compliance. To the best of Pluris' Knowledge, Pluris is in full compliance with
all Environmental Laws relating to the Systems, including the possession by Pluris of all Permits
required under all applicable Environmental Laws and compliance with the terms and conditions
thereof. Each Permit currently held by Pluris relating to the Systems pursuant to the
Environmental Laws is identified in Schedule 2.10.
(b) Notice of Violation. Since February 21, 2023, Pluris has not received any
communication(written or oral), whether from a Governmental Authority, citizens group,
employee or otherwise, that states,claims or alleges that Pluris is not in full compliance with any
Environmental Laws relating to the Systems, and,to the best of Pluris' Knowledge,there are no
circumstances that may prevent or interfere with such full compliance in the future. Pluris shall
deliver to ONWASA within five business days after the Effective Date all information that is in
the possession of or reasonably available to Pluris regarding Environmental Claims, and
environmental matters pertaining to, or the environmental condition of, the Systems or the
compliance(or non-compliance)by Pluris with any Environmental Laws relating to the Systems.

11
(c) Pending Claims. There is no Environmental Claim by any Person that is pending
or, to Pluris' Knowledge,threatened against the Systems, or against any Person whose liability
for any Environmental Claim Pluris has retained or assumed either contractually or by operation
of law relating to the Systems. There has been no past Environmental Claim by any Person
against Pluris related to the Systems.
(d) Hazardous Materials. To the best of Pluris' Knowledge,there are no past or
present actions, activities,circumstances, conditions, events or incidents, including the release,
threatened release, emission,discharge, presence or disposal of any Hazardous Materials, that
could form the basis of any Environmental Claim against Pluris relating to the Systems or,to the
Knowledge of Pluris, against any Person whose liability for any Environmental Claim relating to
the Systems Pluris has retained or assumed either contractually or by operation of law.
(e) Hazardous Conditions. Without in any way limiting the generality of the
foregoing, to the best of Pluris' Knowledge, (i) all Owned Real Property locations where Pluris
has(previously or currently)stored, disposed of or arranged for the disposal of Hazardous
Materials relating to the Systems are identified in Schedule 2.12(e)(i),(ii)all underground
storage tanks, and the capacity and contents of such tanks, located on any property owned,
leased, operated or controlled to be transferred by Pluris pursuant to this Agreement relating to
the Systems are specifically identified in Schedule 2.12(e)(ii), (iii)there is no asbestos contained
in or forming part of any building,building component, structure or office space owned,leased,
operated or controlled by Pluris used or held for use in the Systems,and(iv)no PCBs or PCB-
containing items are or ever have been used or stored at any property owned, leased, operated or
controlled by Pluris used or held for use in the Systems.
2.13 Contracts.
(a) Pluris nor,to Pluris' Knowledge,any other party thereto is in breach of or default
under(or is alleged to be in breach of or default under), or has provided or received any notice of
any intention to terminate, any Assumed Contract. To Pluris' Knowledge, no event or
circumstance has occurred that, with notice or the passage of time or both, would constitute an
event of default under any Assumed Contract or result in a termination thereof or would cause or
permit the acceleration or other changes of any right or obligation or the loss of any benefit
thereunder. Complete and correct copies of each Assumed Contract(including all modifications,
amendments and supplements thereto and waivers thereunder)have been, or will be prior to
Closing, delivered to ONWASA. There are no disputes pending or threatened under any
Assumed Contract.
(b) Except for any contracts and agreements with or for the benefit of Pluris
employees(none of which will be assumed by ONWASA),and except for the Assumed
Contracts,there are no other contracts or agreements(i)by which any of the Systems Assets are
bound or affected or(ii)to which Pluris is a party or by which it is bound in connection with the
Systems or the Systems Assets.

12
2.14 Insurance. Schedule 2.14 sets forth a true and complete list and description of all
insurance policies maintained by Pluris with respect to the Systems Assets(collectively, the
"Policies")and sets forth a list of all pending claims and the claims history for Pluris under the
Policies since February 21, 2023. There are no claims related to the Systems or the Systems
Assets pending under any Policies as to which coverage has been questioned, denied or disputed
or in respect of which there is an outstanding reservation of rights. All Policies are in full force
and effect, all premiums due thereon have been paid by Pluris, and Pluris is otherwise in
compliance with the terms of the Policies. Pluris has received no notice of cancellation or non-
renewal of any Policy nor is the termination of any Policy threatened. Pluris has not received
any notice from any insurance company that has issued a Policy, requiring or recommending any
repairs or work to be done on any part of the Systems Assets, other than repairs or other work
that has been completed.
2.15 Litigation. There is no Action pending or threatened relating to or involving the
Systems or the Systems Assets or which challenges or seeks to restrain,enjoin or otherwise
prohibit the consummation of the Contemplated Transactions, and, to the Knowledge of Pluris,
there is no valid basis for any such Action. Other than Orders issued by the NCUC authorizing
Pluris to provide service, setting rates,etc.,there are no outstanding Orders relating to or
involving the Systems or the Systems Assets. The operation of the Systems does not infringe
upon, misappropriate or otherwise violate the patents,trademarks, trade names, copyrights, trade
secrets or other intellectual property rights of any other Person.
2.16 Compliance with Laws. Except as set forth on Schedule 2.16, Pluris has complied
in all material respects with all applicable Laws with respect to the Systems since February 21,
2020. Since February 21, 2023, Pluris has not received any notice that it is in violation of any
applicable building, zoning, health or other Law in respect of the Systems or the Systems Assets.
2.17 Brokers or Finders. To the extent either Party has utilized or will utilize an agent,
broker, banker, advisor, consultant or other Person on its behalf in connection with the
Contemplated Transaction,that Party shall be responsible for any fee or any other commission or
similar fee due such Person in connection with any of the Contemplated Transactions.
2.18 Full Disclosure. , no representation or warranty by Pluris contained in this
Agreement or any other Transaction Document contains or will contain any untrue statement of
material fact or omits or will omit to state any material fact necessary to make the statements
herein or therein, in light of the circumstances under which they were made, not misleading.
2.19 No Other Representations or Warranties. Except for the representations and
warranties contained in this Agreement, the other Transaction Documents, and the Other
Contracts, Pluris does not make any other express or implied representation or warranty, either
written or oral.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF ONWASA

13
ONWASA represents and warrants to Pluris that:
3.1 Organization. ONWASA is an authority created and validly existing under the
Laws of the State of North Carolina. ONWASA has all requisite power and authority to carry on
its business as now being conducted and to own,use and hold for use the assets used in its
business.
3.2 Authorization; Validity of Agreement. ONWASA has all requisite power and
authority to execute and deliver all Transaction Documents to which it is or will be a party,to
perform its obligations thereunder and to consummate the Contemplated Transactions. The
execution,delivery and performance by ONWASA of each of the Transaction Documents to
which it is or will be a party and the consummation by it of the Contemplated Transactions have
been duly authorized by ONWASA's Board of Directors, and no other action on the part of
ONWASA is necessary to authorize the execution, delivery and performance by ONWASA of
such Transaction Documents or the consummation by it of the Contemplated Transactions.
ONWASA has duly executed and delivered this Agreement. This Agreement constitutes,
together with the other Transaction Documents to which ONWASA is or will be a party will
constitute(upon execution and delivery by ONWASA and the other parties thereto),the legal,
valid and binding obligation of ONWASA,enforceable against ONWASA in accordance with its
terms,except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles.
3.3 Consents and Approvals; No Violations. This Agreement is subject to approval
by DEQ, the North Carolina Local Government Commission, and the NCUC. The approval by
the Local Government Commission includes both this document and the issuance of revenue
bonds for the Cash Payment. The transfer of the Systems by Pluris is subject to approval by the
NCUC on terms satisfactory to Pluris, as set forth in Section 2.3(c). Except for the foregoing
approvals,the execution,delivery and performance of the Transaction Documents to which
ONWASA is or will be a party,and the consummation by ONWASA of the Contemplated
Transactions, do not and will not, with or without notice or passage of time or both: (a)require
any filing with,or permit,authorization,consent or approval of, any Governmental Authority or
any other Person, (b)result in a violation or breach of,or constitute a default(or give rise to any
right of termination, amendment or acceleration) under, or require any consent, approval or
waiver under,any agreement,contract or instrument to which ONWASA is a party, or(c)violate
any Order or Law applicable to ONWASA.
3.4 Brokers or Finders. To the extent either Party has utilized or will utilize an agent,
broker, banker, advisor, consultant or other Person on its behalf in connection with the
Contemplated Transaction,that Party shall be responsible for any fee or any other commission or
similar fee due such Person in connection with any of the Contemplated Transactions.

14
ARTICLE 4
COVENANTS
4.1 Interim Systems Operations. Except as required by this Agreement,prior to
Closing, Pluris shall operate the Systems in the Ordinary Course of Business.
4.2 Access. Prior to Closing, Pluris shall afford ONWASA and its representatives
reasonable access to all facilities of Pluris used or held for use in connection with the Systems
and permit ONWASA to make such inspections as it may reasonably require. In addition, Pluris
shall furnish ONWASA with such operating data, books, records and other information relating
to the Systems as ONWASA may from time to time reasonably request. ONWASA and its
representatives may, with reasonable prior notice and without unreasonably interfering with
Pluris' operations,at ONWASA's sole expense, conduct such diligence and investigations of the
Systems as ONWASA deems reasonably necessary or appropriate, including (a) conducting one
or more surveys of certain parcels of the Owned Real Property and of all tracts subject to any
new easements, (b)performing water system sampling, (c) performing soil, surface and ground
water sampling, monitoring, borings and testing and any other tests, investigations, audits,
assessments, studies, inspections or other procedures relating to environmental conditions or
Hazardous Materials and (d)conducting financial analyses with respect to the Systems or
Systems Assets. Pluris shall cooperate with ONWASA and its representatives in conducting
such diligence and investigations (collectively, the"Tests"). ONWASA shall give reasonable
written or telephonic advance notice to Pluris of any Tests it or its agents will perform. This
notice shall specify the nature of the Tests to be performed,the approximate time the Tests will
be performed, and the entity performing the Tests. ONWASA shall not be liable for the removal
of or damage to any small trees or other vegetation which may reasonably occur in connection
with the Tests. ONWASA shall otherwise repair any damage to the Real Property to materially
the same condition as prior to such Tests caused by its exercise of the rights granted under this
Section. This obligation shall survive any termination of this Agreement. ONWASA and its
representatives agree to keep the results of such access, diligence, and investigations, and all
materials delivered by Pluris to ONWASA, confidential in accordance with that"Confidentiality
Agreement"dated October 4,2022 between the Parties(the"Confidentiality Agreement").
4.3 Pre-Closing Actions.
(a) Efforts to Close. Prior to Closing,upon the terms and subject to the conditions of
this Agreement, ONWASA and Pluris shall use their respective reasonable best efforts to take, or
cause to be taken, all actions, and to do,or cause to be done and cooperate with each other in
order to do, all things necessary, proper or advisable to consummate the Contemplated
Transactions promptly, including the preparation and filing of all forms, documents, filings and
notices required to be filed to consummate the Contemplated Transactions and the taking of such
actions as are necessary to obtain any approvals, authorizations, consents, or waivers of any third
party or Governmental Authority.

15
(b) Material Adverse Change. Prior to the earlier of Closing and a termination of this
Agreement, Pluris shall promptly notify ONWASA in writing of any fact, circumstance, event or
action the existence or occurrence of which (i) has had,or could reasonably be expected to result
in,individually or in the aggregate, with or without the passage of time, a material adverse
change in the business, condition (financial or otherwise), assets or results of operations of the
Systems, taken as a whole, or (ii) has resulted in, or could reasonably be expected to result in,
any representation or warranty made by Pluris hereunder not being:(x) for those representations
and warranties qualified by materiality,material adverse effect,or similar qualification,true and
correct in all respects as of the Closing Date;and(y) for all other representations and warranties,
true and correct in all material respects as of the Closing Date; or the failure of any of the
conditions set forth in Section 5.2 to be satisfied on or before the Closing Date. In addition,
Pluris shall promptly notify ONWASA of any Action commenced or threatened against or
relating to the Systems,the Systems Assets,or the consummation of the Contemplated
Transactions.
(b) Material Adverse Change. Prior to the earlier of the Closing and the termination
of this Agreement, ONWASA shall promptly notify Pluris in writing of any fact,circumstance,
event or action the existence or occurrence of which(i) has had, or could reasonably be expected
to result in, individually or in the aggregate,with or without the passage of time,a material
adverse change in the business,condition(financial or otherwise), assets or results of operations
of ONWASA,or(ii)has resulted in,or could reasonably be expected to result in, any
representation or warranty made by ONWASA hereunder not being: (x) for those representations
and warranties qualified by materiality, material adverse effect,or similar qualification,true and
correct in all respects as of the Closing Date; and (y) for all other representations and warranties,
true and correct in all material respects as of the Closing Date; or the failure of any of the
conditions set forth in Section 5.3 to be satisfied on or before the Closing Date. In addition,
ONWASA shall promptly notify Pluris of any Action commenced or,threatened against or
relating to the consummation of the Contemplated Transactions.
(c) Acquisition Proposals. Prior to the earlier of Closing and a termination of this
Agreement, Pluris shall not, directly or indirectly, accept, solicit, initiate or facilitate any
Acquisition Proposal relating to the Systems or discuss or negotiate with,or provide any
information to, any Person concerning a possible acquisition of the Systems Assets and Owned
Real Property (an "Acquisition Proposal"). If Pluris receives an Acquisition Proposal, Pluris
shall promptly provide written notice thereof to ONWASA, inform the Person making the
Acquisition Proposal that it is subject to the provisions of this Section 4.3(d), and thereafter have
no further contact with such Person regarding the Acquisition Proposal.
4.4 Closing Deliverables. At Closing,and upon the terms and subject to the
conditions contained herein:
(a) Pluris Deliveries. Pluris shall deliver or cause to be delivered to ONWASA the
following:

16
(i) a bill of sale in the form attached as Exhibit A,executed by Pluris;
(ii) a special warranty deed in recordable form with respect to the Real
Property in the form of Exhibit B attached hereto, executed by Pluris;
(iii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b)that
Pluris is not a foreign person within the meaning of Section 1445 of the Code, executed by
Pluris;
(iv) an assignment and assumption agreement(the"Assumption
Agreement"), in the form attached hereto as Exhibit C, with respect to all Assumed Contracts,
executed by Pluris;
(v) a certificate, certifying: (A)as complete and accurate all requisite
resolutions or actions of Pluris' Manager approving the execution and delivery of each of the
Transaction Documents and the consummation of the Contemplated Transactions and(B)the
incumbency and signatures of the Manager and any other officers of Pluris executing this
Agreement and the other Transaction Documents executed by Pluris' Manager and such other
officers;
(vi) all other assignments and other instruments as are necessary, or reasonably
requested by ONWASA, to vest in ONWASA title to the Systems Assets, executed by Pluris;
(vii) an opinion of Pluris' counsel that(a)all Transaction Documents have been
authorized,executed and delivered by Pluris and constitute valid,binding and enforceable
obligations of Pluris, (b) Pluris has taken all corporate action required to carry out the
Contemplated Transactions, (c)Pluris has obtained all regulatory approvals required to carry out
the Contemplated Transactions as set forth in the Transaction Documents, (d)the Contemplated
Transactions and their consummation will not violate any order, decree, law or administrative
regulation to which Pluris is subject, and(e) no litigation is pending or, to counsel's knowledge,
overtly threatened in writing, that would prevent Pluris from carrying out its obligations under
the Transaction Documents; and
(viii) such other documents or instruments as are necessary to consummate the
Contemplated Transactions.
(b) ONWASA Deliveries. ONWASA shall deliver or cause to be delivered to Pluris
the following:
(i)the Assumption Agreement,executed by ONWASA;
(ii)a certificate,certifying: (A) as complete and accurate all requisite resolutions
or actions of ONWASA's Board of Directors approving the execution and delivery of each of the
Transaction Documents and the consummation of the Contemplated Transactions and (B)the

17
incumbency and signatures of ONWASA's Chairman and other officers of ONWASA executing
this Agreement and the other Transaction Documents executed by ONWASA's Chairman and
such other officers;
(iii)a cash payment(the"Cash Payment")in an aggregate amount of forty-eight
million three hundred thousand dollars ($48,300,000.00), by wire transfer of immediately
available funds to an account designated by Pluris in writing; and
(iv) such other documents or instruments as are necessary, or reasonably
requested by Pluris,to consummate the Contemplated Transactions.
4.5 Property Tax. All local property taxes on the Systems Assets shall be paid at or
before Closing by Pluris. There shall be no proration of the property taxes between the parties
on a calendar year basis as of the Closing Date. Such property taxes are and shall be the
responsibility of Pluris. If paid at Closing, the property taxes shall be deducted from the
consideration otherwise to be received by Pluris for the Systems Assets under Section 1.1(d).
4.6 Public Announcement. After the Closing,the Parties shall prepare and issue a
joint public announcement with respect to the Contemplated Transactions,the form and content
of which shall be mutually agreed by the Parties.
4.7 Employee Matters. The Parties acknowledge that, following the Closing,
ONWASA agrees to interview and consider employment of the Operators in Responsible Charge
of the Systems as well as other Pluris personnel that ONWASA may deem necessary.
ONWASA is under no obligation to hire such individuals. Pluris has made ONWASA aware of
those employees that Pluris intends to retain, and ONWASA agrees to neither interview nor offer
employment to those Pluris employees within six months of Closing. Accordingly, Pluris shall
be solely responsible and liable for the following obligations and liabilities(collectively, the
"Employee Liabilities"): (a)all compensation and other amounts payable to any current or
former employee, officer, independent contractor or consultant of Pluris, including wages,hourly
pay,commission, bonus, salary,accrued vacation, fringe,pension and profit sharing benefits,
severance and retention pay,reimbursement payments and any other employee benefits for any
period relating to service with Pluris at any time(whether prior to or after the Closing); (b)the
satisfaction of all claims for medical, dental, life insurance,health accident or disability benefits
brought by or in respect of current or former employees,officers, independent contractors or
consultants of Pluris or the spouses, dependents or beneficiaries thereof(whether such claims
relate to events occurring on or after the Closing); and(c)all indemnity obligations owed to,
all worker's compensation clai s ncurrent or
reimbursement payments payable to, and o sm of, any
former employee, officer, independent contractor or consultant of Pluris(whether relating to
events occurring prior to or after the Closing).
4.8 Post-Closing Matters.
(a) Delivery of Systems Assets. Simultaneously with the Closing, the Parties shall

18
execute and deliver all deeds, bills of sale, instruments of conveyance, assignments and other
documents and take and do all such other actions and things as necessary,or reasonably
requested by ONWASA, to assign and transfer to ONWASA all of Pluris' rights,title and
interest in and to the Systems Assets. Furthermore,each Party will cooperate with the other
Party and execute and deliver to the other Party such other instruments and documents and take
such other actions as may be reasonably requested from time to time by the other Party as
necessary or advisable to carry out the purposes of this Agreement and to properly transition the
Systems to ONWASA.
(b) Post-Closing Possession. ONWASA agrees to grant to Pluris a period of three(3)
months post-closing to vacate the office building at the site of the Pluris, LLC Sneads Ferry
Plant, during such time no rent shall be charged to Pluris. Pluris shall be responsible for any/all
utilities and building maintenance during this time. This period may be shortened at the
discretion of Pluris upon written notice to ONWASA.
(c) Mail and Records. After the Closing, Pluris shall forward and deliver to
ONWASA all mail, notices and other correspondence received by Pluris relating to the Systems
or the Systems Assets. After the Closing, during normal business hours and subject to the
Confidentiality Agreement, Pluris will permit ONWASA's representatives to have reasonable
access to and examine any books and records of Pluris relating to the Systems that are not
delivered to ONWASA pursuant to this Agreement. Pluris agrees not to destroy any such books
and records except in accordance with applicable Law and its internal document retention
policies.
(d) Cooperation. After the Closing, Pluris shall cooperate with ONWASA as
reasonably requested in order to facilitate the transition of the Systems to ONWASA. To the
extent that Pluris' rights under any Assumed Contract, or any other Systems Assets, may not be
assigned to ONWASA without the consent of another Person which has not been obtained, this
Agreement shall not constitute an agreement to assign the same if an attempted assignment
would constitute a breach thereof or be unlawful.
4.9 Customer List, Deposits, and Payments.
(a) Customer List. At least sixty(60) days prior to the Closing, Pluris shall provide
ONWASA with a complete and accurate list in all material respects (the "Customer List")of
the following information with respect to each Systems' customer, including all active Systems'
accounts(collectively,the"Customer Information"): name; address;account number; the date
and amount of the most recent invoice issued to such customer(whether or not such invoice has
been paid); the meter reading applicable to such recent invoice; the date and amount of all other
outstanding invoices due from such customer; the most recent meter reading(and date thereof);
and,to the extent available, email address and phone number.
(b) Customer Deposits. Pluris shall transfer Customer Deposits held by it as of
Closing to ONWASA. Within ten(10)business days after the Closing, Pluris shall provide to

19
ONWASA an updated Customer List with respect to each Systems customer as of the Closing,
and such updated Customer List shall reflect the amount of all Customer Deposits held by Pluris
as of Closing.
(c) Customer Invoicing. After the Closing, ONWASA shall issue all invoices to
Systems customers for Systems services. Pluris shall be entitled to all amounts due from
Systems customers for Systems services with respect to periods ending on or before the Closing
Date(collectively,the"Pluris Revenues"). ONWASA shall be entitled to all amounts due from
Systems customers for Systems services with respect to all periods after the Closing Date
(collectively,the"ONWASA Revenues"). With respect to any payment received from a
Systems customer for Systems services for a period which begins on or before the Closing Date
and ends after the Closing Date, the payment shall be prorated on a per diem basis for such
period using the pre-Closing meter reading provided by Pluris and the post-Closing meter
reading by ONWASA and apportioned between the Parties as contemplated above in this Section
4.9(c). After the Closing, if a Party receives any amount to which the other Party is entitled
under this Section 4.9, the receiving Party shall remit such amount to such other Party within
thirty (30)days of receipt.
(d) New Lines. Prior to the Closing, Pluris shall continue to install lines and facilities
in accordance with its existing standards and specifications as necessary to provide Systems
services, comply with existing development agreements,or comply with applicable Laws,which
may include the installation or construction of any mains, collection lines,pipes,lift stations; or
other facilities. Pluris will provide a quarterly update to ONWASA describing any such new
facilities installed or constructed after the Effective Date and prior to Closing.
ARTICLE 5
CONDITIONS TO CLOSING
5.1 Conditions to the Obligations of All Parties. The obligation of each Party to
consummate the Contemplated Transactions is subject to the fulfillment or satisfaction, on or
prior to the Closing Date,of each of the following conditions:
(a) Government Action. No Governmental Authority (other than the Parties) shall
have issued or entered any Order or taken any other action,which has not been rescinded and
which has the effect of making the Contemplated Transactions illegal or otherwise restrains,
enjoins or otherwise prohibits the consummation of the Contemplated Transactions.
(b) Consents. All consents, authorizations and approvals of any Governmental
Authority(other than the Parties) (collectively "Regulatory Approvals") required to be obtained
before consummation of the Contemplated Transactions shall have been obtained.
5.2 Conditions to Obligation of ONWASA to Effect the Closing. The obligation of
ONWASA to consummate the Contemplated Transactions is subject to the fulfillment or

20
satisfaction, on or prior to the Closing Date, of each of the following conditions:
(a) Representations and Warranties. All of the representations and warranties of
Pluris set forth in this Agreement that are qualified as to materiality shall be true and correct and
all such representations and warranties that are not so qualified shall be true and correct in all
material respects, in each case as of the date of this Agreement and as of the Closing Date.
(b) Pluris Covenants. Pluris shall have in all material respects performed and
complied with the obligations and covenants required by this Agreement to be performed or
complied with by Pluris on or prior to the Closing Date.
(c) Closing Deliveries. Pluris shall have delivered, and duly executed where
appropriate, to ONWASA each of the items set forth in Section 4.4(a).
(d) Litigation. There shall not have been commenced or threatened against
ONWASA any Action by any third party(i) involving any challenge to, or seeking damages or
other relief in connection with,Pluris' ability to perform any of the Contemplated Transactions
or(ii)that may have the effect of preventing, delaying,making illegal, imposing limitations or
conditions on or otherwise interfering with Pluris' ability to perform any of the Contemplated
Transactions.
(e) Releases. Pluris shall have obtained releases of, or shall otherwise have made
provision satisfactory to the ONWASA for the release of, all Encumbrances upon the Systems
Assets other than Permitted Encumbrances.
(f) Third Party Consents. All consents, authorizations and approvals of any third
party required to be obtained before consummation of the Contemplated Transactions(including
those consents and approvals listed in Sections 2.3 and 3.3)shall have been obtained.
(g) Revenue bonds have been issued by ONWASA to secure the payment of the Cash
Payment.
(h) Material Adverse Change. There shall not have occurred any material adverse
change(or any event or events that, individually or in the aggregate,with or without the passage
of time, could reasonably be expected to result in a material adverse change) in the business,
condition(financial or otherwise), assets or results of operations of the Systems,taken as a
whole.
The foregoing conditions are for the sole benefit of ONWASA and may be waived by
ONWASA, in whole or in part,at any time in the sole discretion of ONWASA.
5.3 Conditions to Obligation of Pluris to Effect the Closing. The obligation of Pluris
to consummate the Contemplated Transactions is subject to the fulfillment or satisfaction,on or
prior to the Closing Date,of each of the following conditions:

21
(a) Representations and Warranties. All of the representations and warranties of
ONWASA set forth in this Agreement that are qualified as to materiality shall be true and correct
and all such representations and warranties that are not so qualified shall be true and correct in
all material respects, in each case as of the date of this Agreement and as of the Closing Date.
(b) ONWASA Covenants. ONWASA shall have in all material respects performed
and complied with the obligations and covenants required by this Agreement to be performed or
complied with by ONWASA on or prior to the Closing Date.
(c) Closing Deliveries. ONWASA shall have delivered, and duly executed where
appropriate,to Pluris each of the items set forth in Section 4.4(b).
(d) Litigation. There shall not have been commenced or threatened against Pluris any
Action by any third party (i)involving any challenge to, or seeking damages or other relief in
connection with, ONWASA's ability to perform any of the Contemplated Transactions or(ii)
that may have the effect of preventing, delaying, making illegal, imposing limitations or
conditions on or otherwise interfering with ONWASA's ability to perform any of the
Contemplated Transactions.
(e) Third Party Consents. All consents,authorizations and Regulatory Approvals
listed in Section 2.3 shall have been obtained.
(f) ONWASA shall have paid the Cash Payment to Pluris.
The foregoing conditions are for the sole benefit of Pluris and may be waived by Pluris,
in whole or in part,at any time in the sole discretion of Pluris.
ARTICLE 6
TERMINATION
6.1 Termination. This Agreement may be terminated at any time prior to the Closing:
(a) By the mutual written consent of ONWASA and Pluris;
(b) By ONWASA or Pluris, by written notice to the other Party, if any Governmental
Authority (other than ONWASA) shall have issued or entered any Order or taken any other
action,which has the effect of making the Contemplated Transactions illegal or otherwise
permanently restrains, enjoins or otherwise prohibits the Contemplated Transactions;
(c) By Pluris, by written notice to ONWASA, if ONWASA shall have breached in
any material respect any of its representations,warranties,covenants or agreements contained in
this Agreement, and such breach has not been cured by ONWASA within ten(10)days after its
receipt of written notice of such breach from Pluris;

22
(d) By ONWASA by written notice to Pluris if Pluris shall have breached in any
material respect any of its representations, warranties, covenants or agreements contained in this
Agreement, and such breach has not been cured by Pluris within ten(10)days after its receipt of
written notice of such breach from ONWASA;
(e) By ONWASA, by written notice to Pluris, if ONWASA is not satisfied with its
due diligence investigation of the Systems Assets, the Assumed Liabilities and the business,
condition(financial or otherwise), assets and results of operations of the Systems; or
(f) Subject to Section 1.2, by ONWASA or Pluris, by written notice to the other
Party, in the event the Closing has not taken place by the Closing Deadline.
6.2 Effect of Termination. Upon the termination of this Agreement in accordance
with Section 6.1, the Parties shall have no further liability or obligation under this Agreement
except(a)that no such termination shall relieve any Party from liability for any material breach
of this Agreement by such Party prior to such termination and(b)that the obligations and
liabilities arisingunder this Section 6.2 and anyobligation expressly provided to survive a
g P Y
termination of this Agreement shall remain in full force and survive such termination of this
Agreement. Further,the two hundred thousand dollar($200,000.00) Deposit paid on the signing
of the Memorandum of Intent shall be repaid to ONWASA by Pluris if the termination was due
to,the failure to approve the transaction by the Local Government Commission, or the inability
of ONWASA to issue revenue bonds or otherwise obtain financing to secure the Cash Payment.
In the event of a termination under any other circumstance, Pluris shall retain the Deposit.
ARTICLE 7
JRESERVED1
ARTICLE 8
MISCELLANEOUS
8.1 Expenses. Except as otherwise expressly provided in this Agreement, each Party shall
bear its expenses incurred in connection with the preparation and performance of the Transaction
Documents and the Contemplated Transactions.
8.2 Notices. All notices, consents, waivers and other communications under this
Agreement must be in writing and will be deemed to have been duly delivered and received(a)
when delivered personally (deemed received on receipt or refusal of delivery)or(b)one business
day after being sent by a nationally recognized overnight delivery service (charges prepaid),in
each case to the appropriate physical addresses set forth below(or to such other physical
addresses as a Party may designate by notice in writing to the other Parties):

23
If to ONWASA: Onslow Water and Sewer Authority
228 Georgetown Rd.
Jacksonville,North Carolina 28540
Attn: Chief Executive Officer
with copy to: Kitchen Law, PLLC
(which copy shall not 502 Main St. Ext.,Unit 110
constitute notice) Swansboro,NC 28584
If to Pluris: Maurice W. Gallarda, PE
Manager
Pluris
5950 Berkshire Lane
Suite 800
Dallas,TX 75225
with copy to: Daniel C. Higgins
(which copy shall not Emily D. Iverson
constitute notice) Bums, Day &Presnell,PA
Suite 560
2626 Glenwood Avenue
Raleigh,NC 27608
8.3 Entire Agreement,Amendments and Waivers.This Agreement constitutes the
entire agreement and supersedes all prior agreements and understandings, both written and oral,
among the Parties with respect to the subject matter hereof. This Agreement may be amended
only by a written instrument signed by all Parties expressly stating that such instrument is
intended to amend this Agreement. A Party's failure or delay in exercising any right,power or
privilege under this Agreement or the other Transaction Documents will not operate as a waiver
of such right,power or privilege, and no single or partial exercise of any such right,power or
privilege will preclude any other or further exercise of such right,power or privilege or the
exercise of any other right,power or privilege. A waiver by any Party of any term or condition
of this Agreement in any one instance shall not be deemed or construed to be a waiver of such
term or condition in any other instance in the future (whether similar or dissimilar) or of any
subsequent breach hereof.
8.4 Time of Essence. Each Party agrees that, with regard to all dates and time periods
set forth or referred to in this Agreement,time is of the essence.
8.5 Assignments,Binding Nature and No Third Party Rights. Neither this Agreement
nor any of the rights,liabilities or obligations hereunder may be assigned or delegated by either
Party without the prior written consent of the other Party;provided,however,that: (i)after the
Closing,ONWASA may assign this Agreement, and any or all of its rights, liabilities and

24
obligations under this Agreement, without the prior written consent of Pluris; and(ii) Pluris may
assign this Agreement without the prior written consent of ONWASA as part of a Section 1031
like-kind exchange under the Code under the terms set forth in this Section. If Pluris elects to sell
the Real Property by means of a Section 1031 like-kind exchange,ONWASA shall cooperate
with Pluris in effecting that 1031 exchange; provided,however, that such 1031 exchange shall
not: (i) delay the Closing;(ii)change the consideration otherwise to be paid for the Real Property
or the Systems Assets under this Agreement; (iii)expose ONWASA to any obligation, liability,
or cost whatsoever(including,without limitation,any responsibility or liability of any kind for
the failure of such exchange to be consummated or to qualify for tax-deferred status under any
federal or State law or rule and any damage calculated or related in any fashion to Pluris' lost tax
benefits), (iv) require ONWSA to hold title to any property; or(v) relieve Pluris of any of its
agreements or other obligations under this Agreement. This Agreement shall be binding upon,
inure to the benefit of and be enforceable by the Parties and their respective successors and
permitted assigns. No such assignment shall release the assigning Party from any liability or
obligation under this Agreement without the prior written consent of the other Party. Any such
assignment made in breach of this Section 8.5 will be void and of no force or effect. Nothing
expressed or referred to in this Agreement will be construed to give any Person other than the
Parties any legal or equitable right, remedy or claim under or with respect to this Agreement.
This Agreement and all of its terms and conditions are for the sole and exclusive benefit of the
Parties and their successors and permitted assigns.
8.6 Severability. If any provision of this Agreement is held invalid or unenforceable
by any court of competent jurisdiction,the other provisions of this Agreement will remain in full
force and effect. Any provision of this Agreement held invalid or unenforceable only in part or
degree will remain in full force and effect to the extent not held invalid or unenforceable.
8.7 Governing Law. This Agreement and all matters arising out of or in connection
with this Agreement and its Exhibits and Schedules (whether arising in contract,tort, equity or
otherwise),including the construction and interpretation thereof, shall be governed by the Laws
of the State of North Carolina(including its statutes of limitations)without regard to conflicts of
laws principles.
8.8 Electronic Signature. This Agreement may be executed in two or more
counterparts, each of which will be deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and the same agreement. This
Agreement may be executed by one or more facsimile signatures, or signatures transmitted by
other electronic means (including via e-mail in a.pdf copy). The Parties agree that any
signature, whether it be electronic, digital or a .pdf copy of a manual signature, is intended to
authenticate this Agreement and shall have the same effect as a manual or original signature.
8.9 Construction and Interpretation. The headings of Sections and Articles in this
Agreement are provided for convenience only and will not affect its construction or
interpretation. All references to a"Section"or"Article"refer to the corresponding Section or
Article of this Agreement,except as otherwise expressly set forth in this Agreement. The Parties

25
have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly
by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any
Party by virtue of the authorship of any of the provisions of this Agreement. In this Agreement
unless a clear contrary intention appears: (a)reference to any agreement or instrument means
such agreement or instrument as amended or modified and in effect from time to time in
•
accordance with the terms thereof; (b) "hereunder,""hereof,""hereto" and words of similar
import shall be deemed references to this Agreement as a whole and not to any particular Article,
Section or other provision thereof; (c) "including" (and with correlative meaning"include")
means including without limiting the generality of any description preceding such term; and(d)
the terms"dollars"and"$"mean United States Dollars. Neither the specification of any amount
nor the inclusion of any specific item or matter in any provision of this Agreement or in any
Schedule or Exhibit is intended to imply that such amount,or higher or lower amount, or such
item or matter, is or is not material. No remedy conferred herein upon or reserved to a Party is
intended to be exclusive and every such remedy shall be cumulative and shall be in addition to
every other remedy given hereunder or now or hereafter existing at law or equity.
8.10 Schedules and Exhibits. The Schedules and Exhibits identified in this Agreement
are incorporated herein by reference and made a part hereof. Any fact or item which is disclosed
on any Schedule shall be deemed disclosed on each other Schedule to the extent that its
relevance or applicability to information called for by such other Schedule is reasonably apparent
in the disclosure on the face of such first Schedule,notwithstanding the omission of a reference
or cross-reference to such. The disclosures made in any Schedule will be deemed disclosed for
purposes of the Section or subsection of this Agreement that corresponds in number to the
relevant Section or subsection of such Schedule and,except as expressly set forth in such
Schedule or as provided in the preceding sentence, will not be deemed or construed as a
disclosure or exception with respect to any other provision of this Agreement. No disclosure in
the Schedules relating to any possible breach or violation of any agreement or Law shall be
construed as an admission or indication that any such breach or violation exists or has actually
occurred. In the event of any inconsistency between the statements in the body of this
Agreement and those in any Schedule(other than an exception expressly set forth as such in a
Schedule),the statements in the body of this Agreement will control.
8.11 Dispute Resolution. Any dispute involving this Agreement shall be determined
by the appropriate division of the General Court of Justice in Onslow County,North Carolina.
8.12. Conflicting Terms. To the extent the provisions of this Agreement conflict with
the terms of that"Memorandum of Intent"dated February 16, 2023 executed by the Parties,the
provisions of this Agreement shall control.
8.13. Surviving Obligations. Any obligations which are expressly provided to survive
the Closing (including Articles 2 and 3)or any provision which by its nature and effect must be
observed, kept,or performed after the Closing(including Article 8) shall survive the Closing and
shall remain binding upon and for the benefit of the Parties until fully observed,kept, or

26
performed in accordance with its terms.
8.14. Definitions. For all purposes of this Agreement, except as otherwise expressly
provided or unless the context clearly requires otherwise:
"Action"means any claim, demand,action, cause of action, lawsuit, litigation, arbitration,
inquiry, notice of violation, audit, proceeding, summons, subpoena or investigation of any kind
or nature,whether at law or in equity and whether civil, criminal, administrative,regulatory or
otherwise.
"Agreement"means this Systems Purchase Agreement, together with the Exhibits and the
Schedules attached hereto, as amended from time to time.
"Assumed Contracts"means the contracts listed on Schedule 1.l(a)(vi).
"Assumption Agreement"has the meaning set forth in Section 4.4(a)(ii).
"Cash Payment"has the meaning set forth in Section 4.4(b)(iii).
"Closing"refers to the closing of the Contemplated Transactions.
"Closing Date"has the meaning set forth in Section 1.2.
"Code"means the Internal Revenue Code of 1986, as amended.
"Contemplated Transactions"means all the transactions contemplated by this Agreement and the
other Transaction Documents.
"Customer Deposits"means all deposits received by Pluris from Systems customers with respect
to the Systems services.
"Customer Information"has the meaning set forth in Section 4.9(a).
"Customer List"has the meaning set forth in Section 4.9(a).
"Easements"means all easements,rights of way, rights,privileges and appurtenances, including
proofs of dedication, in which Pluris has any right,title or interest and which are used or held
solely for use by Pluris in connection with the Systems.
"Effective Date"has the meaning set forth in the Preamble.
"Employee Liabilities"has the meaning set forth in Section 4.7
"Encumbrances"means any and all liens, charges, security interests, options,claims, mortgages,

27
pledges,proxies,voting trusts or agreements, obligations,covenants,easements, servitudes,
rights of way, encroachments, understandings or arrangements or other restrictions on title or
transfer of any nature whatsoever.
"Environmental Claim"means any Action, including any enforcement matter,investigation or
notice(written or oral), by any Person alleging actual or potential liability for non-compliance,
investigatory, cleanup or governmental response costs, or natural resources or property damages,
or personal injuries,attorney's fees or penalties relating to(a)the presence, release, or threatened
release of any Hazardous Materials at any Owned Real Property location, (b)circumstances
forming the basis of any violation of any Environmental Law by Pluris,or(c)the release or
threatened release of any Hazardous Materials by Pluris.
"Environmental Law"means each and every Law relating to pollution, protection or preservation
of human health,human safety or the environment including ambient air,surface water,ground
water, land surface or subsurface strata, and natural resources, and including each law and
regulation relating to emissions,discharges,releases or threatened releases of Hazardous
Materials, or otherwise relating to the manufacturing,processing,distribution,use,treatment,
generation, storage, containment(whether above ground or underground), disposal,transport or
handling of Hazardous Materials, or the preservation of the environment or mitigation of adverse
effects thereon and each Law with regard to, without limitation,compliance, record keeping,
notification,disclosure and reporting requirements respecting Hazardous Materials.
"Financial Statements"has the meaning set forth in Section 2.4.
"Governmental Authority"means any federal, state,or local government,or any court,
governmental division or department, administrative agency or commission or other
governmental or quasi-governmental authority or instrumentality of any nature, domestic or
foreign or any arbitral tribunal.
"Hazardous Materials" means chemicals; pollutants; contaminants; wastes;toxic or hazardous
substances(including substances listed as hazardous under the United States Comprehensive
Environmental Response,Compensation and Liability Act(CERCLA),the Resources
Conservation Recovery Act(RCRA),and the North Carolina Inactive Hazardous Substances
Act), materials and wastes; petroleum and petroleum products;asbestos and asbestos-containing
materials; polychlorinated biphenyls; lead and lead-based paints and materials; and radon.
"Lagoon"means the real property owned by Pluris located at Highway
"Law" means any applicable federal, state, local, municipal, or other constitution, law,
ordinance,principle of common law, code,regulation,rule,order or statute as amended,
modified,codified,replaced or reenacted,in whole or in part,and in effect from time to time,
including rules and regulations promulgated thereunder.
"Losses" means all damages, liabilities, obligations, deficiencies, Actions, judgments, interest,

28
awards, penalties, fines, costs and other losses and expenses of every kind and nature, including
reasonable attorneys' fees; but excluding punitive, indirect, exemplary, and consequential
damages.
"ONWASA"has the meaning set forth in the Preamble.
"ONWASA Revenues"has the meaning set forth in Section 4.9(c).
"ONWASA's Knowledge"means the actual knowledge of ONWASA's Chief Executive Officer.
"Order"means any order, injunction,judgment,decree, ruling, assessment or arbitration award
of any Governmental Authority or arbitrator.
"Ordinary Course of Business"means, with respect to any action of Pluris,that such action is
taken in the ordinary course of normal,day-to-day operations of Pluris and is consistent with
Pluris' past practices.
"Other Contracts"has the meaning set forth in Article 9.
"Owned Real Property"has the meaning set forth in Section 2.9(b).
"Party"or"Parties"has the meaning set forth in the Preamble.
"Permits"means all permits, licenses, consents, approvals, authorizations, certificates,
registrations,variances and similar rights obtained, or required to be obtained, from
Governmental Authorities.
"Permitted Encumbrances"means any equipment, software, or other leases assumed by
ONWASA under the Assumption Agreement, Encumbrances for ad valorem Taxes for the then
current year, and all matters of record as of the Effective Date. Deeds of Trust and financing
agreements, if any, shall not be"permitted encumbrances". If paid off at Closing, Deeds of Trust
and/or financing agreements shall be deducted from the consideration otherwise to be received
by Pluris for the Systems Assets under Section 1.1(d).
"Person"means a natural person, partnership,corporation, limited liability company,business
trust,joint stock company,trust, unincorporated association,joint venture, Governmental
Authority or other entity or organization.
"Pluris Revenues"has the meaning set forth in Section 4.9(c).
"Pluris' Knowledge" and the"Knowledge of Pluris"mean the actual knowledge of: (i) with
respect to Pluris, LLC, Dwight Peterson; and(ii) with respect to Pluris Webb Creek, LLC,
William Andrews.

29
"Policies"has the meaning set forth in Section 2.14.
"Systems Assets"has the meaningset forth in Section 1.1(a).
Y
"Real Property" has the meaning set forth in Section 2.9(a)(i).
"Required Easements"means all easements,rights of way,rights,privileges and appurtenances,
including proofs of dedication, solely used in connection with the Systems operation and
required by Pluris in order to use and operate the Systems Assets in the manner in which the
Systems Assets are currently being used and operated.
"Schedules"means the Schedules attached to this Agreement.
"State"means the State of North Carolina.
"Tax"or"Taxes"means all taxes, charges, fees,duties, levies,penalties or other assessments
imposed by any federal, state, or local Governmental Authority, including income,gross
receipts, excise,property, sales,gain, use, license, custom duty, unemployment,transfer,
franchise,payroll, withholding, social security,minimum estimated, profit,gift, severance,value
added, disability, premium, recapture, credit, occupation,service,leasing,employment, stamp
and other taxes, and shall include interest,penalties or additions attributable thereto or
attributable to any failure to comply with any requirement regarding Tax Returns.
"Tax Return"means any return,declaration,report,claim for refund,or information return or
statement relating to Taxes, including any such document prepared on a consolidated,combined
or unitary basis and also including any schedule or attachment thereto,and including any
the
reof.
th eof.
"Transaction Document"means this Agreement,the certificates, agreements, instruments and
documents delivered by a Party pursuant to Section 4.4 and all other certificates,agreements,
instruments and documents executed and delivered by a Party in accordance with this
Agreement.
[The remainder of this page is blank. Signature page follows.]

30
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the Effective Date.
PLURIS:
Pluris, LLC,
a North Carolina limited liability company
By Its Manager:
Pluris visors,LLC,
a Texa limited lia 1'ty c pany
By:
Name/T tle: Maurice allarda,Manager
Pluris Webb Creek, LLC,
a North Carolina limited liability company
By Its Manager:
Pluris A visors, LLC,
a Texas imited liab li y c pany
By:
Name/T le: Maurice allarda, Manager

31
ONWASA:
Onslow Water and Sewer Authority,
an authority organized under the North Carolina
Water and Sewer Author' 'es Act
By:
ichael R e Be ett
Chairman

32
This instrument has been preaudited in the manner required by the Local Government Budget
and Fiscal Control Act, and is contingent upon the Local Government Commission approval of
revenue bond issuance.
)gL
Finance Officer

SCHEDULE 1.1(a)(v)
List of Transferrable Permits
Listed on the following pages are what are understood to be transferrable North Carolina
Department of Environmental Quality ("NCDEQ'') permits held by Pluris, LLC and Pluris Webb
Creek, LLC. All permits are kept on file at each utility and are also available on file at the
Wilmington office of the NCDEQ. Some permits have been consolidated into single permits as
identified in the listing. Dwight Peterson with Pluris, LLC and William Andrews with Pluris Webb
Creek, LLC may be reached for additional information.
As ONWASA is not regulated by the NCUC,the Certificates of Public Convenience and Necessity
held by Pluris, LLC and Pluris Webb Creek, LLC will not be transferred to ONWASA.
NCDEQ Permits
Pluris, LLC
Permit# Name Description
WQ0005849 MBR and Lagoons Treatment Plant
WQCS00275 Systemwide Collection System Gravity and Force Mains
WQ0034486 North Topsail Sneads Ferry North Basin(consolidated)* Collection System
WQ0034485 North Topsail Sneads Ferry South Basin Collection System
(consolidated)
WQ0034483 North Topsail Sneads Ferry North Beach Basin Collection System
(consolidated)*
Consolidated-a number of individual permits included in consolidation and each individual permit is on file at
Pluris
Pluris Webb Creek, LLC
Permit# Name Description
NC0089877 Webb Creek MBR Treatment Plant
WQCS00230 Webb Creek Collection System Gravity and Force Mains
WQ0018455 Fox Den Duplex Lift Station
WQ0016303 Fox Trace Section#4 Phase 5 Duplex Lift Station
WQ0034087 Jacks Branch Duplex Lift Station
WQ0034087 Jacks Branch Modification Duplex Lift Station
WQ0001237 Dayrell Point Duplex Lift Station
WQ0031256 Quails Roost Duplex Lift Station
WQ0010030 Buckhead Duplex Lift Station

WQ0003776 Fox Trace Phase 2 Duplex Lift Station
WQ0014883 Fox Trace Duplex Lift Station
WQ0014479 Fox Trace Point 2 Duplex Lift Station
WQ0024807 Creeker Town Duplex Lift Station
WQ0024807 Fox Trace Point Duplex Lift Station
WQ0005997 Queens Creek Duplex Lift Station
WQ0004263 Fox Trace Duplex Lift Station
WQ0013643 Fox Trace Section 5 Duplex Lift Station
WQ0020566 Fox Lair Duplex Lift Station
WQ0022596 Buckhead Duplex Lift Station
WQ0022596 Buckhead Modification#1 Duplex Lift Station
WQ0014111 Sand Ridge Elementary School Duplex Lift Station
WQ0007887 Fox Trace Section 3#1 Duplex Lift Station
WQ0007887 Fox Trace Section 3 Modification 1 Duplex Lift Station
WQ0003776 Fox Trace Section 2 Duplex Lift Station
WQ0012444 Fox Trace Section 4 Phase 6 Duplex Lift Station

SCHEDULE 1.1(a)(vi)
List of Assumed Contracts

SCHEDULE 1.1(a)(vi)
List of Assumed Contracts
All written Developer Agreements to which the Pluris entities are party are filed with the NCUC
and copies thereof are kept on file at Pluris' Sneads Ferry business office. Kaarin Williams,
permitting and developer relations coordinator may be reached for additional information on each
agreement.
See attached list for each Pluris entity.

North Topsail I Sneads Ferry Service Area
Date of Executed Agreement
Development Name (Listings with no date are
Pre-Pluris Developments)
Residential
Aaronfield at Old Folkstone 1/29/2020
Barton Bay
Beachside Village 12/2/2021
Bermuda Landing
Bridgeport 3/28/2011
Calinda Cay
Cape Island
Comet at Sneads Ferry 9/28/2022; 12/21/2022
Dolphin Shores
Emerald Dunes
Ennett Townhomes 10/29/2009
Escoba Bay 1987
Everetts Creek Estates
Evolve at North Shore 8/23/2022;2/28/2323
Folkstone Heights 1/25/2021
Hampton Colony
Hawthorne at Sneads Ferry 12/30/2022; 2/7/2023
Heron Cay
Holly Sands Villas
Landing &Village at Folkstone 4/12/2010
Landing at Everetts Creek 3/31/2009
Landing at Mill Creek 6/28/2002
Manchester Estates
Mimosa Bay-Ph 1-4 1/29/2010
Nautical Reach 8/16/2013
North Shore Country Club
Northpoint Bay 3/1/2023
Old Millstone Landing
Oyster Landing 4/30/2010;3/8/2012
Permeta Branch 6/18/2023
Preserve at Tidewater 8/19/2014; 2/10/2016
Quarters at Stone Bay 3/4/2011
Scotch Bonnet 1/11/2013
Shipwatch Villas 6/11/2013
South Bridge 10/1/2009; 1/24/2023
St Moritz 7/11/1986
St Regis
Stonebay Townhomes 4/27/2018
Topsail Reef
Topsail Villas
Villa Capriani
Village of Stump Sound

Commercial
Windopointe 6/1/2021
Agave Azul 5/17/2019
Allard Properties, LLC
Alliance US Properties, LLC
Atlantic Plaza
Baked Pizza
Beachside Commons
Benjamin Barnes
Bojangles
Born Again Baptist Church
Cape Fear Mini Storage
Coastal Premier Properties; LLC
Coldwell Banker Sea Coast Realty
CVS
Dairy Queen
Denny's 6/27/2014
Dollar General
Elizabeth Gilligan
Ennett Realty
First Citizens Bank
Four Corners Shopping Center 10/22/1987
Guy C Lee Building Materials
Hampton Inn 2/22/2016
Hardee's
Hazy's Plaza
HV Hospitality, LLC/North Shore Inn
Industrial Concrete, Inc
Jeanette Lopez/Salty Sistas
Jimmy's Bar&Grill
Jones Onslow Electric Member Co-op
Just One Touch Cleaning
Kathy Park Real Estate
Marine Federal Credit Union
McDonald's
Mirage USA, LLC
North End Acquisitions, Inc
North Shore Village
North Topsail Landing 3/8/2023
Onslow County ABC
Onslow County Public Library 9/14/2012
Onslow County Public Schools 9/25/1989;8/1/1991
Onslow RV Campground 11/21/2022
O'Reilly Automotive Stores, Inc 9/22/2020
Pawville North Carolina, LLC
Pierce Gregory M/All Pets Animal Hosp; Breakwater Nutrition
Pizza 21, LLC/Domino's Pizza
Rademacher and Associates/Backyard Tavern

' F
Commercial (continued)
Rick's Restaurant
Riverview Café
Rogers Bay Campground
Sawgrass Plaza
Scotchman/Worsley Co
Seaview Fishing Pier, LLC
Shark Attack
Sneads Ferry Inn
Sneads Ferry LP Gas
Sneads Ferry Presbyterian Church
Sneads Ferry RV Park 1/12/2023
Speedway
Stump Sound Elementary School
Swing Away NC, Inc
Taco Bell
Terry Whaley
The Turtle Factory
Topsail Way Shopping Center
Town of North Topsail Beach
Treasure Realty Plaza
Truist Bank
LISPS
Wet Bucket, Inc
Woodcreek RV Park 05/2011
Yopp Brothers Marine

Webb Creek Service Areas
Date of Executed Agreement
Development Name (Listings with no date are
Pre-Pluris Developments)
Residential
Buckhead
Creekertown
Creekertown Villas
Cooper's Court
Foxden
Foxlair
Fox Trace Section 1 -5
Fox Trace Point 1 &2
Jack's Branch
Jack's Branch Townhomes 9/12/2022
Quail Roost
The Pines 10/26/2016
Eastport 1 &3 10/26/2016
Timber Ridge 10/26/2016
Commercial
The Pines Mobile Home Park 9/16/2022
Kid's Educational Center
Monsters Pizza
Onslow County Public Schools-Sand Ridge Elementary
Sunshine Laundromat
Whizz Mart#3 and Car Wash
The Gas Mart

STATE OF NORTH CAROLINA
UTILITIES COMMISSION
RALEIGH
DOCKET NO. W-1282, SUB 20
BEFORE THE NORTH CAROLINA UTILITIES COMMISSION
In the Matter of
Application by Pluris, LLC, for Transfer of ) ORDER APPROVING TRANSFER
the Wastewater Treatment Plant and ) TO OWNER EXEMPT FROM
Wastewater Utility Systems Serving Various ) REGULATION, CANCELING
Subdivisions in Onslow County, North ) FRANCHISES, AND REQUIRING
Carolina, to the Onslow Water and Sewer ) CUSTOMER NOTICE
Authority, Owner Exempt from Regulation )
BY THE COMMISSION: On June 26, 2023, Pluris, LLC (Pluris or Applicant), filed
an application with the North Carolina Utilities Commission (Commission) for authority to
transfer its wastewater treatment plant and wastewater system assets providing
wastewater utility service in its service areas in Onslow County to the Onslow Water and
Sewer Authority (ONWASA). ONWASA is exempt from Commission regulation pursuant
to N.C. Gen. Stat. § 62-3(23)(d). Pluris currently provides wastewater utility service to
approximately 7,000 customers in its service areas. ONWASA provides water utility
service to this service area. Pursuant to the terms of the transfer, Applicant will transfer
all of Applicant's customers to ONWASA.
On July 24, 2023, the Commission issued its Order Requiring Customer Notice,
specifying that the matter be determined without public hearing if no significant protests
are received subsequent to customer notice.
On August 7, 2023, the Applicant filed the Certificate of Service, properly signed
and notarized, which stated that the Notice to Customers had been mailed with sufficient
postage or hand delivered to all affected customers. Two customer protests have been
received by the Public Staff — North Carolina Utilities Commission (Public Staff). One
customer opposed the rate increase, and one customer requested additional information
concerning the nature of a municipality serving as the utility provider.
Pluris Holdings, LLC, is the corporate parent of the Applicant as well as Pluris
Hampstead, LLC, which operates a wastewater utility system in Pender County, North
Carolina and other wastewater utility systems operating outside of North Carolina.
The Applicant, Pluris Webb Creek, LLC, Pluris Hampstead LLC, and other related
utility systems share certain corporate costs. The allocation of corporate costs will
continue after the transfer to ONWASA by Applicant.

The Applicant and the Public Staff filed a letter on August 21, 2023, providing the
terms of an agreement they have reached regarding allocation of shared costs in an effort
to avoid significant adverse impacts on rates charged to customers of Pluris Hampstead,
LLC, in the future as a result of the transfer to ONWASA.
This matter was presented at the Commission's Regular Staff Conference on
August 28, 2023. The Public Staff stated that it had reviewed the application and
recommends that the Commission approve the transfer of the wastewater utility system
from Pluris to ONWASA without public hearing since significant protests were not received
after customer notice.
Based upon the verified application, the recommendation of the Public Staff, and
the records of the Commission, the Commission makes the following:
FINDINGS OF FACT
1. On August 9, 2023, the Applicant filed a fully executed System Purchase
Agreement for the Purchase and Sale of Assets (Agreement). Pursuant to the terms of
the Agreement, ONWASA agreed to purchase the "System Assets" of the Applicant and
Pluris Webb Creek, LLC described in the Agreement for $37.5 million and $11 million,
respectively, a total of $48.5 million. Pluris' present net investment in the assets being
transferred is approximately $2.296 million.
2. The present rates for Pluris were approved in Docket Nos. W-1282, Sub 11,
and M-100, Sub 138, by the Commission's Order Approving Tariff Revision and Requiring
Customer Notice and have been in effect since January 1 , 2017. Pluris' and ONWASA's
present monthly wastewater rates are as follows:
Pluris Monthly Wastewater Rates:
Residential Flat Rate $58.08
Non-residential Metered Rates:
Base Charge, zero usage $28.27
Usage Charge, per 1 ,000 gallons $ 9.02
ONWASA Monthly Residential & Non-residential Wastewater Rates:
Base Charge, zero usage
<1" meter $28.08
1" meter $70.39
11/2" meter $140.42
2" meter $224.68
3" meter $448.30
4" meter $699.28
Usage, per 1,000 gallons $7.97
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3. Under ONWASA's current rates, the average monthly residential
wastewater bill for Pluris' customers would increase from $58.08 (flat rate) to $59.96,
(metered), based on estimated usage of 4,000 gallons per month. Existing Pluris
customers would not be required to pay a connection fee to ONWASA.
4. Under ONWASA's current rates, the average monthly metered non-
residential wastewater bill for Pluris' customers would decrease from $64.35 to $59.96,
based on estimated usage of 4,000 gallons per month for <1" meter size customer.
5. Pursuant to the terms of the Agreement, any Pluris' customer deposits will
be transferred to ONWASA.
6. The Pluris wastewater plant is an advanced state of the art membrane
bio-reactor treatment plant between four and ten years old. Since it has been in service,
the North Carolina Department of Environmental Quality has issued one Notice of
Violation to Pluris for a limit exceedance violation that occurred on May 31, 2021.
NOV-2021-LV-0596 was issued on August 11 , 2021, when flow through the North Topsail
wastewater treatment plant exceeded the specified monthly average amount. No other
violations have been identified. ONWASA will continue operating the present system.
There are no major plant replacements planned for the immediate future.
7. The proposed transfer is in the public interest and should be approved
under N.C.G.S. §62-111.
8. In consideration of the circumstances presented, an exception to the
Commission's policy of assigning 100% of the gain on sale to water and wastewater utility
company shareholders is not warranted in this proceeding. Accordingly, the gain on sale
of the System shall be assigned 100% to Applicant's shareholders.
CONCLUSIONS
Based on the foregoing and the recommendations of the Public Staff, the
Commission concludes that the transfer of ownership of the wastewater system from
Pluris to ONWASA should be approved, that the franchises should be canceled upon
receipt of notification that the transfer is complete, and customer notice should be
required.
IT IS, THEREFORE, ORDERED as follows:
1. That Pluris, LLC, is hereby authorized to transfer its wastewater treatment
plant and wastewater system assets serving its service area in Onslow County, North
Carolina to Onslow Water and Sewer Authority, which is exempt from Commission
regulation;
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2. That Pluris, LLC shall provide written notification to the Commission within
ten days after Onslow Water and Sewer Authority assumes responsibility for providing
wastewater utility service in the affected service area;
3. That the Certificates of Public Convenience and Necessity to provide
wastewater service granted to Pluris, LLC in Docket No. W-1282, Subs 0, 1, 3, 5, and 12
for its service areas in Onslow County, North Carolina is hereby canceled upon receipt of
written notification to the Commission that Onslow Water and Sewer Authority has
assumed responsibility for providing wastewater utility service in the affected service
area;
4. That the Commission approves the agreement entered into between the
Applicant and Public Staff on August 21 , 2023, to protect Pluris Hampstead, LLC
customers from being significantly impacted by the transfer;
5. That 100% of the gain on sale of the wastewater treatment plant and
wastewater system assets owned by Pluris, LLC, that serve its service area in Onslow
County shall be assigned to Pluris, LLC's shareholders; and
6. That a copy of this Order shall be mailed with sufficient postage or hand
delivered by Pluris, LLC, to all its customers in the service area not later than 15 days
after the date of this Order and that Pluris, LLC, shall submit to the Commission the
attached Certificate of Service properly signed and notarized not later than 30 days after
the date of this Order.
ISSUED BY ORDER OF THE COMMISSION.
This the 28th day of August, 2023.
NORTH CAROLINA UTILITIES COMMISSION
Tamika D. Conyers, Deputy Clerk
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