WM0601280_Final Permit_20231116

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
ROY COOPER
Governor
ELIZABETH S. BISER
Secretary
RICHARD E. ROGERS, JR.
Director
Mr. Alan Cubberly
Circle K Stores, Incorporated
1100 Situs Court, Suite 100
Raleigh, North Carolina 27605
Sent Via Email
NORTH CAROLINA
Environmental Quality
November 16, 2023
Subject: Monitoring Well Construction
Permit # WM0601280
Circle K Store #2723015 (UST Incident #49159)
3330 Natal Street (PIN#0425-47-1874)
Fayetteville, North Carolina 28306—Cumberland County
Mr. Cubberly:
In accordance with the application received on November 15, 2023, we are forwarding herewith
Monitoring Well Construction Permit No. WM0601280 dated November 16, 2023, issued for the
construction of a monitoring well. Please be aware that some counties have well construction programs,
and you may be reauired to obtain a well construction Dermit before installation.
This Permit will be effective from the date of its issuance and shall be subject to the conditions and
limitations as specified therein. Please note the addition of stipulation #3 to the permit enclosed. If you
have any questions about this permit, please contact Michael Hall at [phone] or via email at
[e-mail].
Sincerely,
DocuSigned by:
Va k)-sSA, f .
B2916E6AB32144F...
Vanessa E. Manuel, Assistant Regional Supervisor
Water Quality Regional Operations Section
Raleigh Regional Office
Division of Water Resources, NCDEQ
Enclosure
-Permit
-Application Package
Ec: Maureen Jackson, ATC Associates of North Carolina, P.C.
Mark Brantley, Division of Water Resources, Fayetteville Regional Office
Kenneth White, Division of Water Resources, Fayetteville Regional Office
Laserfiche
D E Q ,fJ North Carolina Department of Environmental Quality I Division of Water Resources
512 North Salisbury Street 1 1611 Mail Service Center I Raleigh, North Carolina 27699-1611
NORTH CAROLINA (J1(�.'�O'�.(�OQO
Department of Emlmnmenfal Duali�

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF WATER RESOURCES
PERMIT FOR THE CONSTRUCTION OF A MONITORING WELL
In accordance with the provisions of Article 7, Chapter 87, North Carolina General Statutes, and other applicable Laws,
Rules and Regulations.
PERMISSION IS HEREBY GRANTED TO
Circle K Stores, Incorporated
FOR THE CONSTRUCTION OF A MONITORING WELL owned by Cirlce K Stores, Incorporated, at mailing
address 1100 Situs Court, Suite 100, Raleigh, North Carolina 27604. The wells will be located on the
property owned by McCauley and McDonald Investments, Incorporated, at 3330 Natal Street,
Fayetteville, North Carolina 28306. This Permit is issued in accordance with the application received on
November 15, 2023, in conformity with specifications and supporting data, all of which are filed with the
Department of Environmental Quality and are considered integral parts of this Permit.
This Permit is for well construction only and does not waive any provision or requirement of any other applicable law or
regulation. Construction of any well under this Permit shall be in strict compliance with the North Carolina Well
Construction Regulations and Standards (15A NCAC 02C .0100), and other State and Local Laws and regulations pertaining
to well construction.
If any requirements or limitations specified in this Permit are unacceptable, you have a right to an adjudicatory hearing
upon written request within 30 days of receipt of this Permit. The request must be in the form of a written petition
conforming to Chapter 150B of the North Carolina General Statutes and filed with the Office of Administrative Hearings,
6714 Mail Service Center, Raleigh, North Carolina 27699-6714. Unless such a demand is made, this Permit is final and
binding.
This Permit will be effective for one year from the date of its issuance and shall be subject to other specified conditions,
limitations, or exceptions as follows:
1. Issuance of this Permit does not obligate reimbursement from State trust funds, if these wells are being
installed as part of an investigation for contamination from an underground storage tank or dry cleaner
incident.
2. Issuance of this Permit does not supersede any other agreement, permit, or requirement issued by
another agency.
3. The well(s) shall be located and constructed as shown on the attachments submitted as part of the Permit
application.
4. Each well shall have a Well Contractor Identification Plate in accordance with 15A NCAC 02C .0108(o).
5. Well construction records (GW-1) for each well shall be submitted to the Division of Water Quality's
Information Processing Unit within 30 days of the well completion.
6. When the well is discontinued or abandoned, it shall be abandoned in accordance with 15A NCAC 02C
.0113 and a well abandonment record (GW-30) shall be submitted to the Division of Water Quality's
Information Processing Unit within 30 days of the well abandonment.
7. If the well penetrates any water -bearing zone that contains contaminated waters, the upper three feet of
the well shall be grouted within one day after the casing is set or the well abandoned.
ocuSigned by:
E�D
& f, �l.atn.ttit,(,2916E6AB32144F...
Vanessa E. Manuel, Assistant Regional Supervisor
Division of Water Resources
By Authority of the Environmental Management Commission
Permit Number: WM0601280
Permit Issued: November 16, 2023
D E Q �J North Carolina Department of Environmental Quality I Division of Water Resources
512 North Salisbury Street 1 1611 Mail Service Center I Raleigh, North Carolina 27699-1611
NORrH CAROLINA �/ 919.707.9000
oepanmem or environmental auaii

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
;ETC
ASSOCIATES OF NORTH CAROLINA, P.C.
November 15, 2023
Mr. Mike Hall
North Carolina Department of Environmental Quality
Raleigh Regional Office
Division of Water Quality, Aquifer Protection Section
1628 Mail Service Center
Raleigh, North Carolina 27699
2725 E. Millbrook Road, Suite 121
Raleigh, North Carolina 27604
Tel: [phone]
Fax: [phone]
www'oneatlas.com
N.C. Engineering License No. C-1598
RE: Application for Permit to Construct a Monitoring Well System
Former Circle K Store #2723015
3330 Natal Street - (PIN #0425-47-1874)
Fayetteville, Cumberland County, North Carolina
NCDEQ Incident No. 49159
Dear Mr. Hall
On behalf of Circle K Stores, Inc., ATC Associates of North Carolina, P.C. (ATC) has been directed by
the NCDEQ-DWM-UST Section to install a monitoring well in the former UST basin. Circle K
previously leased the property from McCauley and McDonald Investments, Inc. (a copy of the lease is
attached). ATC was not aware that a well permit was needed for onsite monitoring well; therefore, this
application is being submitted after the well was installed. Monitoring well MW-IA was installed on
September 6, 2023. I have attached the well construction permit application to this cover letter.
We greatly appreciate your assistance in this matter. If you have any questions or concerns, please feel
free to contact me at [phone] or via email at maureen.jacksongoneatlas.com.
Sincerely,
TC ASSOCIAT OF NORTH CAROLINA, P.C.
our n ac son,
Senior Project Manager

DocuSign Envelope ID: 7C371BDC-63E5-4EA7-9B8B-IM I WFF1D458
IV WIN JMENTAL QUALITY - DIVISION OF WATER RESOURCES
RIfI VFIRV LIIYM UCrF1RIIYI CIYCIY VIRVI
APPLICATION FOR PERMIT TO CONSTRUCT A MONITORING OR RECOVERY WELL SYSTEM
PLEASE TYPE OR PRINT CLEARLY
In accordance with the provisions of Article 7, Chapter 87, General Statutes of North Carolina and regulations pursuant thereto,
application is hereby made for a permit to construct monitoring or recovery wells.
1. Date: November 15, 2023
2.
3.
4.
5
6
County: Cumberland
FOR OFFICE USE ONLY
PERMIT NO. ISSUED DATE
What type of well are you applying for? (monitoring or recovery): Monitoring
Applicant: Circle K Stores, Inc. Telephone: [phone]
Applicant's Mailing Address: 1100 Situs Court, Suite 100 Raleigh, North Carolina 27605
Applicant's Email Address (if available): acubberleyka,circlek.com
Contact Person (if different than Applicant):
Maureen Jackson
Contact Person's Mailing Address: 2725 E. Millbrook Road, Suite 121
Telephone: [phone]
h. North Carolina 27604
Contact Person's Email Address (if available): maureen.-jacksongoneatlas.com
Property Owner (if different than Applicant): McCauley and McDonald Investments Inc. Telephone: Unknown
Property Owner's Mailing Address: P.O. Box 361 Fayetteville, North Carolina 28302
Property Owner's Email Address (if available): Unknown
7. Property Physical Address (Including PIN Number) 3330 Natal Street (PIN #0425-47-1874)
City Fayetteville County Cumberland Zip Code 28306
8. Reason for Well(s): petroleum release assessment for Former Circle K Store #2723015 (UST incident #49159)
(ex: non -discharge permit requirements, suspected contamination, assessment, groundwater contamination, remediation, etc.)
9. Type of facility or site for which the well(s) is(are) needed: UST
(ex: non -discharge facility, waste disposal site, landfill, UST, etc.)
10. Are there any current water quality permits or incidents associated with this facility or site? If so, list permit and/or incident no(s).
UST incident #49159
11. Type of contaminants being monitored or recovered: petroleum
(ex: organics, nutrients, heavy metals, etc.)
12. Are there any existing wells associated with the proposed well(s)? If yes, how many? No
Existing Monitoring or Recovery Well Construction Permit No(s).: N/A
13. Distance from proposed well(s) to nearest known waste or pollution source (in feet): 0 feet
14. Are there any water supply wells located less than 500 feet from the proposed well(s)? Yes
If yes, give distance(s): Approx. 350 and 380 feet west (labelled WSW-2A and WSW-213 on attached map)
15. Well Contractor: Carolina Soil Investigations, LLC Certification No.: 2579
Well Contractor Address: 132 Gurney Road Olin, North Carolina 28660
PROPOSED WELL CONSTRUCTION INFORMATION
1. As required by 15A NCAC 02C .0105(f)(7), attach a well construction diagram of each well showing the following:
a. Borehole and well diameter e. Type of casing material and thickness
b. Estimated well depth f. Grout horizons
C. Screen intervals g. Well head completion details
d. Sand/gravel pack intervals
Continued on Reverse

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
PROPOSED WELL CONSTRUCTION INFORMATION (Continued)
2. Number of wells to be constructed in unconsolidated
material: 1
3. Number of wells to be constructed in bedrock: 0
5. How will the well(s) be secured?
Steel traffic bearing cover, sealing and locking cap
6. Estimated beginning construction date: Sept 6, 2023
4. Total Number of wells to be constructed: 1 7. Estimated construction completion date: Sept 6, 2023
(add answers from 2 and 3)
ADDITIONAL INFORMATION
1. As required by 15A NCAC 02C .0105(f)(5), attach a scaled map of the site showing the locations of the following:
a. All property boundaries, at least one of which is referenced to a minimum of two landmarks such as identified roads,
intersections, streams, or lakes within 500 feet of the proposed well or well system.
b. All existing wells, identified by type of use, within 500 feet of the proposed well or well system.
C. The proposed well or well system.
d. Any test borings within 500 feet of proposed well or well system.
e. All sources of known or potential groundwater contamination (such as septic tank systems, pesticide, chemical or fuel
storage areas, animal feedlots as defined in G.S. 143-215.10B(5), landfills, or other waste disposal areas) within 500 feet
of the proposed well or well system.
SIGNATURES
The Applicant hereby agrees that the proposed well(s) will be constructed in accordance with approved specifications and conditions of
this Well Construction Permit as regulated under the Well Construction Standards (Title 15A of the North Carolina Administrative Code,
Subchapter 2C) and accepts full responsibility for compliance with these rules
l �
Signature of Applicant or *Agent
Maureen Jackson ATC on behalf of Circle K Stores
Printed name of Applicant or *Agent
Sr. Project Manager for ATC
Title of Applicant or *Agent
* If signing as Agent, attach authorization agreement stating
that you have the authority to act as the Agent.
If the property is owned by someone other than the applicant, the property owner hereby consents to allow the applicant to construct
wells as outlined in this Well Construction Permit application and that it shall be the responsibility of the applicant to ensure that the
well(s) conform to the Well Construction Standards (Title 15A of the North Carolina Administrative Code, Subchapter 2C).
Executed Lease Agreement Attached McCauley and McDonald Investments, Inc.
Signature of Property Owner (if different than Applicant) Printed name of Property Owner (if different than Applicant)
DIRECTIONS
Please send the completed application to the appropriate Division of Water Resources' Regional Office:
Asheville Regional Office Raleigh Regional Office Wilmington Regional Office
2090 U.S. Highway 70 3800 Barrett Drive 127 Cardinal Drive Extension
Swannanoa, NC 28778 Raleigh, NC 27609 Wilmington, NC 28405
Phone: [phone] Phone: [phone] Phone: [phone]
Fax: [phone] Fax: [phone] Fax: [phone]
Fayetteville Regional Office
225 Green Street, Suite 714
Fayetteville, NC 28301-5094
Phone: [phone]
Fax: [phone]
Mooresville Regional Office
610 East Center Avenue
Mooresville, NC 28115
Phone: [phone]
Fax: [phone]
Washington Regional Office
943 Washington Square Mall
Washington, NC 27889
Phone: [phone]
Fax: [phone]
Winston-Salem Regional Office
450 W. Hanes Mill Road
Suite 300
Winston-Salem, NC 27105
Phone: [phone]
Fax: [phone]
OR Rev. 3-1-2016

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
From: Cubberley, Alan
Sent: Wednesday, February 17, 2021 8:11 AM
To: Maureen Jackson
Subject: [EXTERNAL] RE: Permits
[External Email] This email originated from outside of the Atlas mail system.
Please use caution when opening attachments.
I give Maureen Jackson permission to sign permits on behalf of Circle K (NPDES, well
permits for off -site wells, UST (DEQ) forms).
Alan Cubberley
Senior Manager — Risk Control
Fuel and Environmental — North America
e:acubberley(a-)circlek.com
t: [phone]
m: [phone]
Circle K Stores Inc.
1100 Situs Court, Suite 100
Raleigh, NC 27606
http://corpo.couche-tard.com/en/business-units/
..................................
.......................................:.. J,
Part of Alimentation Couche-lard
CONFIDENTIALITY NOTE: This e-mail message, including any attachment(s), contains information
that may be confidential, protected by the attorney -client or other legal privileges, and/or proprietary
non-public information. If you are not an intended recipient of this message or an authorized assistant
to an intended recipient, please notify the sender by replying to this message so that we can correct
our records to avoid the mistake in the future and then delete it from your system. Use, dissemination,
distribution, or reproduction of this message and/or any of its attachments (if any) by unintended
recipients is not authorized and may be unlawful. Your cooperation with this request is appreciated.
From: Maureen Jackson <[e-mail]>
Sent: Wednesday, February 17, 2021 7:47 AM
To: Cubberley, Alan <[e-mail]>
Subject: [EXTERNAL] Permits
Importance: High

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
(Formerly Quick Stop Store No. 40)
STATE OF NORTH CAROLINA
COUNTY OF CUMBERLAND
LEASE AGREEMENT - STORE NO. 3015
THIS LEASE AGREEMENT (the "Lease") is made and entered into as of this
day of July, 1998, by and between McCAULEY and McDONALD INVESTMENTS, INC., a
North Carolina corporation with offices ' in Fayetteville, North Carolina, hereinafter called
"Landlord," and THE PANTRY, INC., a Delaware corporation with offices in Sanford, North
Carolina, hereinafter called 'Tenant".
Landlord and Tenant covenant and agree as follows:
1. PREMISES. In consideration of the rents, terms, covenants, and agreements set
forth in this Lease to be paid, kept, and performed, Landlord grants, demises, and lets to Tenant,
and Tenant hereby takes, rents, and leases from Landlord, on the terms, covenants, provisions,
and agreements provided in this Lease, the Premises (as hereinafter defined).
Landlord is seized and possessed of a fee simple title to a certain tract of land (the
"Land") in Fayetteville, North Carolina described as follows:
See Exhibit A attached and incorporated herein by reference.
The Land, together with all improvements thereon or to be constructed thereon (the
"Improvements"), are hereinafter collectively referred to as the "Premises."
2. TERM. The term of this Lease shall comm'eacip ph the first day of the first
complete calendar month following the date of execution of his Lease (the 'Base Term
Commencement Date") and shall expire fifteen (15) years from such date. The fifteen (15) year
period beginning on the Base Term Commencement Date shall be hereinafter referred to as the
"Base Term." If this Lease is not executed on the first day of a month, the term of this Lease
shall nonetheless commence for an interim term commencing on the date of execution of this
Lease and ending on the last day of the month in which execution occurs. During such interim
term, all of the terms, conditions, and provisions of this Lease shall apply, and Tenant shall pay
rent to Landlord prorated on the basis of the number of days remaining in the month in which
this Lease is executed.
The four (4) five (5) year periods following the Base Term for which Tenant will have an
option to renew this Lease as provided in Section 3 shall be hereinafter referred to individually
as a 'Renewal Term" or collectively as the 'Renewal Terms."
3. RENEWAL OPTION. Provided and upon the condition that Tenant shall not then
be in default under the terms of this Lease beyond any applicable grace or cure period, this
Lease shall be automatically renewed for four (4) additional five (5) year periods without action
on the part of either party hereto. In the event Tenant does not desire to renew this Lease for
any of the four (4) five (5) year Renewal Terms, Tenant shall notify Landlord of its intention not to

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
renew this Lease at least six (6) months prior to the termination of the then current Lease period,
and in the event such notification is not given by Tenant, this Lease shall be automatically
extended as above provided.
1
rol
2

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
5. PETROLEUM EQUIPMENT AND PRODUCTS. Tenant shall have the right to
install or cause to be installed and to maintain and operate and remove petroleum marketing
equipment, including, but not limited to, underground storage tanks and lines, pumps,
dispensers, environmental assessment and remediation equipment, and exterior lights, poles,
canopies, structures and consoles on the Premises for the safe of gasoline and other petroleum
products.
If at any time during this Lease underground conditions at the Premises are found to be
in violation of any applicable law, Tenant shall perform all investigation and remediation required
by governmental authorities having jurisdiction and by applicable law, but only relating to
conditions directly attributable to Tenant's operations on the Premises.
Upon the expiration or earlier termination of this Lease, Tenant shall remove all such
equipment (including -all equipment acquired by Tenant pursuant to the Asset Purchase
Agreement between Tenant and Quick Stop Food Mart, Inc., dated as of June 5, 1998, the
"Asset Purchase Agreement") and the contents thereof; and properly close all such equipment in
accordance with all applicable legal requirements (including the sending of all required notices
and reports to governmental authorities)- All such removal and related work shall be performed
by a licensed engineering firm reasonably acceptable to Landlord- Tenant shall use its best
efforts to require such firm to provide a written report addressed to Landlord containing
confirmation that the tanks have been properly closed and properly disposed of in accordance
with applicable legal requirements and that any contamination or spillage from the equipment
has been properly remediated in accordance with applicable law.
If such evaluation shows underground conditions to be in violation of any applicable law,
Tenant shall perform all investigation and remediation required by governmental authorities
having jurisdiction and by applicable law, but only relating to conditions directly attributable to
Tenant's operations on the Premises, and restore the surface of the Premises to substantially
the same condition as existed prior to such removal, to the extent commercially practicable.
Tenant shall indemnify, defend, and hold Landlord harmless from any claims, demands,
causes of action, liabilities, losses, and reasonslble costs and expenses arising from Tenant's
breach of its obligations under this Section 5,
3

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
In addition, Tenant shall:
a. indemnify, defend, and .hold Landlord, and Landlord's officers,
directors, employees, harmless from and against any and all third -party claims
and liabilities (including reasonable attorneys' fees), and including damages for
death or injury to any person or damage to property, arising out of or resulting
from the presence or discharge on or under the premises, or from the
transportation or disposal thereof, of any petroleum products or any other
hazardous, toxic, contaminated or polluting materials or waste, including any
"hazardous wastes," "hazardous materials," or "toxic substances" ("Hazardous
Substances") under any federal, state or local laws, ordinances, orders, or
regulations ("Environmental Laws") relating to environmental protection or to the
use, generation, storage, presence, disposal or transportation of any Hazardous
Substances, but only to the extent such claims arise out of Tenant's operation of
the Premises or to acts of its licensees or invitees during Tenant's occupancy of
the Premises;
b. Tenant shall notify Landlord promptly in writing of any known
governmental or regulatory action instituted or threatened with respect to the
Premises under any Environmental Law; any known claim made or threatened by
any person against Landlord or the Premises relating to any Hazardous
Substances; and any known reports to any governmental agency with respect to
any Hazardous Materials on or under the premises or the disposal thereof; and
C. Tenant shall permit Landlord, its employees, agents, or
consultants, upon reasonable notice and at reasonable times, to come onto the
Premises and into any improvements thereon to conduct environmental audits or
investigations of the Premises, upon tender by Landlord of its agreement, in form
reasonably satisfactory to Tenant, to indemnify Tenant for any injury or damage
caused thereby.
Nothing herein shall modify the rights and obligations of the parties as set forth in the
Asset Purchase Agreement.
6. STORE FIXTURES AND EQUIPMENT. All store fixtures, refrigeration
equipment, walk-in coolers, shelving, cash registers, safes, fountain dispensing equipment,
coffee equipment, ice machines and other convenience store furniture, fixtures and equipment,
regardless of whether such items are permanently attached to the Premises or not, and every
other item of property not permanently attached to the Premises are to remain and be the
property of Tenant and Tenant is to have the right and privilege of removing any and all such
property and equipment at any time during the continuance of this Lease or any extension
hereof. Tenant shall remove said equipment within thirty (30) days after expiration of the term
(including renewals) or termination of this Lease. Upon removal of said equipment, Tenant shall
restore the Premises to its condition prior to the removal of such equipment to the extent
commercially practicable. It is further understood and agreed that the buildings and structures
erected on the Premises, including heat and air conditioning equipment, may not be removed by
Tenant at the termination of this Lease.
7. TENANT'S RIGHT TO ALTER AND IMPROVE. Tenant shall not make any
additions, alterations, or Improvements in or to the Premises without Landlord's written consent,
which consent shall not be unreasonably withheld or delayed. This prohibition shall not apply to
4

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
interior remodeling or alteration which does not affect the structural integrity of buildings or which
would not impair the use of the Premises as a convenience food store. Except as otherwise
provided herein, all additions, alterations, and. Improvements made in or to the Premises by
either Landlord or Tenant shall 'become the property of Landlord and be surrendered with the
Premises at the termination of this Lease.
At or prior to expiration or termination of the term of this Lease, Tenant shall have the
obligation to remove any exterior signage or architectural design which is a trademark, logo, or
identifying feature of "The Pantry." Tenant shall, at its own expense, restore the appearance
and structural integrity of the building and Improvements to the appearance and structural
integrity of the building and Improvements at the beginning of the term of this Lease (reasonable
wear and tear excepted).
8. USE OF PREMISES: LAWFUL PURPOSES. Tenant covenants that the
Premises shall be used for a convenience food store and for the sale of gasoline and other
petroleum products and for such other business as Tenant may desire so long as the use is
lawful and does not violate any applicable federal, state, county, or municipal ordinances and
laws that are in force. Notwithstanding the foregoing, Tenant shall not use the Premises for
immoral or noxious purposes without Landlord's prior written consent; provided, however, that
Tenant shall be allowed to offer for sale normal convenience store products and services such
as adult magazines, lottery products, amusement machines and games, including, but not
limited to, video poker machines, and other goods and services, provided that all of the
aforementioned goods and services are incidental to the main convenience store operations on
the Premises and are permitted by applicable law. In the event of the occurrence of a violation
of law, Tenant shall not be in default under this Lease if applicable law does not require Tenant
or Landlord to take any action to correct the alleged violation. In the event of the occurrence of a
violation of law, if applicable law requires Tenant or Landlord to take certain action, Tenant shall
not be in default under this Lease so long as Tenant or Landlord proceeds to take all action
required by applicable law or by any federal, state, county, or municipal authority having
jurisdiction, provided Tenant or Landlord pursues such required action in a timely manner and in
conformity with the regulations of the governmental authority having jurisdiction.
9. NUISANCE. Tenant agrees not to create or, subject to conditions existing at the
commencement of the initial term hereof, allow any nuisance to exist on the Premises, and to
take reasonable steps to abate any nuisance that may arise, promptly and free of expense to
Landlord.
10. . TAXES. Tenant agrees to pay all ad valorem taxes and assessments applicable
to the Premises. Tenant shall pay all taxes on all personal property located on the Premises and
on all Improvements, temporary or permanent, placed on the Premises by Tenant. Landlord
agrees to forward such tax bills to Tenant in a timely manner. Landlord shall pay any interest
and penalties for Tenant's late payment of such taxes caused by Landlord's failure timely to
forward such tax bills to Tenant.
11. INSURANCE.
a. Tenant shall keep the buildings located upon the Premises insured
against loss or damage by fire or other casualty and extended coverage in an amount
equal to the replacement cost of the Improvements on the Premises and all contents
located on or within the Premises. The insurance required to be maintained by this
5

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
Section 11(a) shall provide that payments for losses be made jointly to Landlord or
Landlord's mortgagee and Tenant.
b. If Tenant shall at any time fail to keep said buildings so insured, Landlord
may effect or maintain such insurance and any money expended for that purpose shall
be repayable by Tenant on demand, with interest at the Branch Banking & Trust
Company's ("BB&T") prime rate.
C. During the Lease term, or any extension thereof, Tenant shall maintain in
force a policy of insurance insuring Landlord and Tenant against liability for accidents on
the Premises with limits of coverage not less than $5,000,000 combined single limit for
property damage loss and bodily injury to any person arising from any one occurrence.
This limit may be provided in either a primary policy of insurance or a combination of
primary and umbrella excess coverage.
d. The policies of insurance Tenant is required to obtain and maintain
hereunder shall name Landlord as an additional insured and a certificate of the evidence
of such insurance shall be delivered to Landlord. Such policy shall be in such form and
with such insurance company as shall be reasonably satisfactory to Landlord with
provisions for at least thirty (30) days notice to Landlord of modification or cancellation.
At least ten (10) days before the expiration of any such policy, Tenant shall supply
Landlord with a substitute therefor or with evidence of payment of premiums therefor. In
the event Tenant does not maintain the insurance herein called for, Landlord may obtain
said insurance and Tenant shall reimburse Landlord for the premiums due on said
insurance on demand, with interest at the BB&T prime rate.
e. Except with respect to contamination caused by petroleum products and
related claims which are covered in Section 5 of this Lease, Tenant further agrees to
indemnify and hold Landlord harmless from all claims for personal injuries, death, and
property damage which occur as a result of the operation of Tenant's business in and
about the Premises, or which result from any work done in and about the Premises by
Tenant or any contractors selected by or for Tenant.
f. In the event that Tenant becomes a self -insurer with respect to the
Premises, Tenant shall be required to secure Landlord's approval of such self-insurance.
Such approval, which shall not be unreasonably withheld or delayed, shall be based
upon Tenant's creation of a reasonable reserve or replacement fund which is reflected
on Tenant's audited financial statements. In the event Tenant becomes a self -insurer,
Tenant agrees to be responsible for the full replacement costs of the Premises not
covered by applicable insurance.

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
12. REPLACEMENT OF IMPROVEMENTS, APPLICATION OF INSURANCE
PROCEEDS THERETO.
a. If the Improvements shall be damaged or destroyed in whole or in part by
fire or other casualty, the net amount of all insurance proceeds received by Landlord or
Landlord's mortgagee (if added to any policy of insurance required to be carried by
Tenant hereunder) and Tenant, after deduction of the reasonable costs and expenses
incurred in collecting the same, shall, at Tenant's request, be disbursed to Tenant to pay
for the costs and expenses of the Restoration (as hereinafter defined). Landlord or
Landlord's mortgagee, as the case may be, shall promptly cause the check or other
negotiable instrument representing the net amount of the insurance proceeds to be
endorsed, executed, or otherwise set over to Tenant so as to enable Tenant to proceed
with the Restoration.
b. Except as set forth in the following paragraph, Tenant shall have the
obligation to proceed promptly after the insurance claims are settled with the restoration,
replacement, rebuilding, or repair of the Improvements as nearly as possible to the
condition the Improvements were in immediately prior to such fire or other casualty (the
"Restoration"). The Restoration shall be done in compliance with all applicable laws,
rules, and regulations. Tenant shall provide Landlord and Landlord's mortgagee, if any,
with reports on the progress of the Restoration from time to time.
C. If the damage or destruction of the Improvements occurs within 5 years of
the end of the Base Term or during any Renewal Term, Tenant shall have the right, but
not the obligation, to proceed promptly, after the insurance claims are settled, with the
Restoration. In the event Tenant proceeds with the Restoration in accordance with the
terms of this Section 12, Tenant's obligation to pay Rent to Landlord pursuant to Section
4 hereof shall not abate. If Tenant elects not to proceed with such Restoration, this
Lease shall immediately terminate, and Landlord shall retain such insurance proceeds.
13. UTILITIES. Tenant shall pay or cause to be paid all charges for utilities for the
Premises. Landlord shall not be required to furnish to Tenant any utilities or be responsible for
the payment therefor.
14. REPAIR AND MAINTENANCE. Tenant shall be responsible for all maintenance
of the Improvements, and Landlord hereby assigns to Tenant (or if not assignable, agrees to
hold for Tenant's benefit) any and all rights, claims, causes of action, and benefits it has or
which may accrue to it under any contract or warranty relating to the construction of the
Improvements on the Premises.
15. LANDLORD'S USE OF PREMISES. In the event Landlord owns real estate at or
adjacent to the Premises that is not necessary for the operation of a convenience food store by
Tenant, Landlord reserves the right to further develop such property and lease the same to other
parties; provided, that such property may not be used for immoral or noxious purposes, and the
use thereof must be in compliance with all applicable laws and ordinances.
16. NO COMPETITION. Landlord agrees that during the term of this Lease,
including any renewals, neither it nor any related party (other than Norwood Poole) will lease, as
landlord, any real estate within a one -mile radius of the Premises for use as a convenience store
and/or for gasoline sales. Landlord further agrees that neither it nor any related party will operate
a convenience store or sell gasoline within such restricted area. For purposes of this Section,
7

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
the term "related party" shall include all of Landlord's subsidiaries or affiliates and all other
entities controlled by or under the same control as Landlord. Notwithstanding the foregoing, in
the event Landlord retakes possession of the Premises as a result of Tenant's breach or default
under this Lease, this noncompetition covenant shall be null and void as to the Premises.
17. QUIET POSSESSION. It is a further condition of this Lease that Landlord has a
good and marketable title to the Premises free and clear of all liens and encumbrances other
than Permitted Liens (as defined in the Asset Purchase Agreement) which would not adversely
affect Tenant's occupancy or use of the Premises; that Landlord has the right to lease the same;
that Landlord warrants and will defend the Premises unto Tenant against the lawful claims of all
persons whomsoever; that so long as the rents are paid in the manner herein provided and the
covenants, conditions, and agreements are all and singularly kept, fulfilled, and performed by
Tenant, Tenant shall lawfully, peacefully, and quietly hold, occupy, and enjoy the Premises
during the term herein granted without any let, hindrance, ejection, or molestation by Landlord or
any person claiming under Landlord.
18. RIGHT OF ENTRY. Landlord reserves the right during the term of this Lease to
enter the Premises at reasonable hours to show the same or inspect the same, but has no
obligation to make an inspection of the Premises.
19. SUBLETTING AND ASSIGNMENT. Tenant may sublet the Premises or assign
this Lease with the prior written consent of the Landlord, such consent not to be unreasonably
withheld, conditioned or delayed.
Consent by Landlord to one assignment, subletting, occupation, or use by another
person or party shall not be deemed to be a consent to any subsequent assignment, subletting,
occupation, or use by another person or party except for a re -assignment to Tenant, which shall
not require Landlord's consent. Consent to an assignment and acceptance of rent from an
assignee shall not release Tenant from liability for the continued performance of the terms and
conditions on the part of Tenant to be kept and performed, unless Landlord specifically releases
Tenant from said liability.
Any assignee or sub -tenant, by an instrument in writing in recordable form, shall assume.
and agree to keep, observe, and perform all of the agreements, conditions, covenants, and
terms of this Lease on the part of Tenant to be kept, observed, and performed. This shall
include a leasehold mortgagee in the event a leasehold mortgagee or its Nominee (as
hereinafter defined) comes into possession of the Premises. "Nominee" means an entity
designated by a leasehold mortgagee to become the tenant under this Lease in place of Tenant
as a result of the exercise by a leasehold mortgagee of its rights and remedies under any
leasehold mortgage or under this Lease.
Notwithstanding_ anything hereinabove contained to the contrary, Tenant may, without
Landlord's consent (a) assign, transfer, or sublet its leasehold interest to a corporation,
partnership, limited liability company, or other entity more than fifty percent (50%) of the
ownership and voting control of which is owned by Tenant, or to a corporation, partnership,
limited liability company, or other entity, which owns more than fifty percent (50%) of the
ownership interest in Tenant, (b) assign its lease as collateral in connection with financing of
equipment, fixtures, appliances, machinery, -or furnishings to be used in connection with its
business on the Premises, (c) assign or mortgage this Lease or interest therein as collateral in
connection with any of Tenant's financing or refinancing, (d) assign its leasehold interest or
sublet the Premises in connection with a sale of all or substantially all of the assets of Tenant, or
8

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
(e) permit the sale, pledge, encumbrance, other transfer or conveyance of the stock of Tenant.
In the event of an assignment, sublease, or transfer pursuant to clause (a), subject to Landlord's
consent which consent will not be unreasonably withheld, or pursuant to clause (d) to an entity
whose creditworthiness is equal to or greater than Tenant's as of the end of the first fiscal
quarter of 1998, Tenant shall be released of all liability under this Lease accruing on and after
the effective date of such assignment, sublease, or transfer; provided, however, if a sublease is
not for the remainder of the term of this Lease or for all of the Premises, Tenant shall remain
liable for the term remaining after expiration of the term of the sublease and for any portion of
the Premises not subleased.
Landlord may at any time during the term hereof assign its interest in this Lease
Agreement without consent of Tenant. Landlord shall promptly notify Tenant in writing'of the
identity and address of the assignee and Landlord shall cause the assignee to notify Tenant in
writing of the address for payment of rent.
20. SURRENDER UPON TERMINATION OF LEASE. Subject to the provisions of
Sections 5, 6 and 12 hereof, Tenant shall on the expiration or the sooner termination of the
Lease term surrender to Landlord the Premises, including all buildings, replacements, changes,
additions, and Improvements constructed or placed by Tenant thereon, except for all moveable
trade fixtures, equipment, and personal property belonging to the Tenant, broom -clean, free of
subtenancies, and in good condition and repair, reasonable wear and tear and insured casualty
excepted.
21. DEFAULT. Rent is due and payable on the first of the month and past due if not
paid by the fifth. It is expressly understood and agreed that, in the event of (a) any default in the
payment of the rental that is not cured within five (5) days after Landlord's written notice thereof,
or (b) any breach by Tenant of any of the covenants or conditions on the part of Tenant herein
contained that is not cured within thirty (30) days of Landlord's written notice to Tenant of such
breach, or if such default cannot be cured within such period and Tenant does not commence
acts within such period necessary to cure the default and thereafter proceed with reasonable
diligence to effect such cure, it shall be lawful for Landlord to re-enter into and upon Premises,
or any part thereof, and thereupon, this Lease shall, at the option of Landlord, absolutely
terminate and Tenant shall vacate the Premises and peacefully deliver the Premises to the
Landlord, subject to Tenant's rights and obligations as set forth in Section 20 of this Lease. In
addition, Landlord shall be entitled to any other legal and equitable rights and remedies it may
have and the exercise of remedies set forth in the preceding sentence shall be without prejudice
to any such legal or equitable rights and remedies.
22. CONDEMNATION. If the whole of the Premises, or such portion thereof as will,
in Tenant's reasonable opinion, substantially impair the use of the Premises for the purposes
herein stated, is condemned for any public use or purpose by any legally constituted authority,
then Tenant may terminate this Lease by giving written notice to Landlord thereof within thirty
(30) days after title is vested in such public authority, whereupon rental, including proration of ad
valorem property taxes, shall be accounted for between Landlord and Tenant as of the date of
the vesting of title. Such termination shall be Mthout prejudice to the rights of Landlord to seek
to recover compensation for the taking of land, buildings, and improvements such as paving,
curbing, drainage systems, and underground utilities, as well as loss of rents, and without
prejudice to the rights of Tenant to seek to recover compensation for the taking or any damage
from the loss of Tenant's business, trade fixtures, inventory, signs, and other personal property
installed by Tenant on or upon the Premises, Tenant's moving expenses, and the value of its

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
leasehold estate. Neither Landlord nor Tenant shall have any rights in or to any award made to
the other by the condemning authority.
23. RIGHT OF FIRST OFFER. It is agreed that if Landlord, at any time during the
term of this Lease or any Renewal Term hereof, wants to offer the Premises for sale, Landlord
shall first notify Tenant in writing, giving the price, terms, and conditions of such offer, and
Tenant shall have twenty (20) business days from and after the receipt of such notice from
Landlord in which to elect to purchase the Premises on the terms and conditions contained in
said notice. If Tenant does not elect to purchase, Landlord may, for a period of 180 days, offer
and sell the Premises to a third party on terms and conditions (including price) no less favorable
to Landlord than those terms and conditions set forth in the notice to Tenant. In the event
Landlord sells the Premises, the purchaser shall take the Premises subject to and burdened with
all the terms, provisions, and conditions of this Lease, and the rights of Tenant under this Lease
as against the new owner shall not be lessened or diminished by reason of the change of
ownership. If Tenant purchases the Premises, then contemporaneously with the conveyance of
the property to Tenant this Lease shall become null and void, without further notice, and Tenant
shall thereupon be released and discharged from all further rentals and other obligations on the
part of Tenant to be paid, kept, and performed; provided, however, that Tenant's indemnification
obligations pursuant to Sections 5, 11(e) and 24(f)(v) hereof, shall survive and shall remain in
effect. Notwithstanding the foregoing, Landlord may, at any time and without complying with this
Section 23, convey the Premises to a subsidiary or affiliate (including, without limitation, one or
more individuals, or to any member of the immediate family of any such affiliate or to a trust or
similar entity established for the benefit of any such person); provided, however, that such
transferee shall take the Premises subject to and burdened with all the terms, provisions, and
conditions of this Lease, and the rights of Tenant under this Lease as against the new owner
shall not be lessened or diminished by reason of the change of ownership.
24. LEASEHOLD MORTGAGES. Tenant and every successor and assign of Tenant
is hereby given the right by Landlord in addition to any other rights herein granted, without
Landlord's prior written consent, to mortgage (including conveyance by deed of trust) Tenant's
interests in this Lease, under one or more leasehold mortgages and collaterally assign this
Lease, upon the condition that all rights acquired under such mortgages and assignments shall
be subject to each and all of the covenants, conditions, and restrictions set forth in this Lease,
and to all rights and interests of Landlord herein, none of which covenants, conditions, or
restrictions is or shall be waived by Landlord by reason of the right given to Tenant so to
mortgage and assign such interest in this Lease, except as expressly provided herein. If Tenant
and/or Tenant's successors and assigns shall mortgage this leasehold, and if the holder of such
mortgage shall, within thirty (30) days of execution send to Landlord a true copy thereof together
with written notice specifying the name and address of the mortgagee and the pertinent
recording data with respect to such mortgage, Landlord agrees that so long as any such
leasehold mortgage shall remain unsatisfied of record or until written notice of satisfaction is
given by the holder to Landlord, the following provisions shall apply:
a. There shall be no cancellation, surrender, or modification of this Lease by
joint action of Landlord and Tenant without the prior consent in writing of the leasehold
mortgagee.
b. Landlord shall, upon. serving Tenant with any notice of default,
simultaneously serve a copy of such notice upon the holder of such leasehold mortgage.
The leasehold mortgagee shall thereupon have the same period, after service of such
notice upon it, to remedy or cause to be remedied the defaults complained of, and
10

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
Landlord shall accept such performance by or at the instigation of such leasehold
mortgagee as if the same had been done by Tenant.
C. Anything herein contained notwithstanding, while such leasehold
mortgage remains unsatisfied of record, or until written notice of satisfaction is given by
the holder to Landlord, if any default shall occur which, pursuant to any provision of this
Lease, entitles Landlord to terminate this Lease, and if before the expiration of ten (10)
days after the date of service of notice of termination upon such leasehold mortgagee,
such leasehold mortgagee shall have notified Landlord of its desire to nullify such notice
and shall have paid to Landlord all rent and other payments herein provided for, and then
in default, and shall have complied or shall commence the work of complying with all of
the other requirements of this Lease, if any are then in default, and shall prosecute the
same to completion with reasonable diligence, then in such event Landlord shall not be
entitled to terminate this Lease and any notice of termination theretofore given shall be
void and of no effect.
d. If Landlord shall elect to terminate this Lease by reason of default of
Tenant, the leasehold mortgage shall not only have the right to nullify any notice of
termination by curing such default, as aforesaid, but shall also have the right to postpone
and extend the specified date for the termination of this Lease as fixed by Landlord in its
notice of termination, for a period of not more than six (6) months, provided that such
leasehold mortgagee shall cure or cause to be cured any then existing money defaults
and meanwhile pay the rent and comply with and perform all of the other terms,
conditions, and provisions of this Lease on Tenant's part to be complied with and
performed, other than past non -monetary defaults which cannot reasonably be cured by
said leasehold mortgagee until the mortgagee has possession of the Premises, and,
provided further, that the leasehold mortgagee shall forthwith take steps to acquire or sell
Tenant's interest in this Lease by foreclosure of the mortgage or otherwise and shall
prosecute the same to completion with all due diligence. If at the end of said six (6)
month period the leasehold mortgagee shall be actively engaged in steps to acquire or
sell Tenant's interest herein, the time of said mortgagee to comply with the provisions of
this Section shall be extended for such period as shall be reasonably necessary to
complete such steps with reasonable diligence and continuity. The provisions of this
Section shall not be construed to limit or impair Landlord's right to exercise any remedies
it may have as the beneficiary of a leasehold mortgage on the Premises.
e. Landlord agrees that the name of the leasehold mortgagee may be added
to the "Loss Payable Endorsement" of any and all insurance policies required to be
carried by Tenant hereunder on condition that the insurance proceeds are to be applied
in the manner specified in this Lease, if set forth herein, and that the leasehold mortgage
or collateral document shall so provide.
f. Landlord agrees that in the event of termination of this Lease by reason of
any default by Tenant other than for nonpayment of rent and other payments herein
provided for, Landlord will enter into a new lease of the Premises with the leasehold
mortgagee or Nominee, for the remainder of the term, effective as of the date of such
termination, at the rent and upon the terms, provisions, covenants, and agreements as
herein contained and subject only to the same conditions as this Lease is subject to on
the date of the execution hereof, and to the rights, if any, of any parties then in
possession of any part of the Premises, provided:
11

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
(i) Such mortgagee or Nominee shall make written request upon
Landlord for such new lease within fifteen (15) days after the date of such
termination and such written request is accompanied by payment to Landlord of
any and all sums then due to Landlord under this Lease, and in addition thereto,
any expenses, including reasonable attomeys' fees, to which Landlord shall have
been subjected by reason of such default.
(ii) Said mortgagee or its Nominee shall perform and observe all
covenants herein contained on Tenant's part to be performed and shall further
remedy any other conditions which Tenant under the terminated lease was
obligated to perform under the terms of this Lease.
(iii) Landlord shall not warrant possession of the Premises to the
lessee under the new lease.
(iv) The tenant under such new lease shall have the same right, title,
and interest in and to the Improvements and personal property as Tenant under
the terminated lease had.
(v) The tenant under such new lease shall indemnify, defend and
hold harmless Landlord from 'any losses, claims, expenses and liabilities arising
from claims by parties making claims with respect to this Lease.
g. The proceeds from any insurance policies or arising from a condemnation
are to be held by any leasehold mortgagee and distributed pursuant to the provisions of
this Lease, if any provisions are set forth herein, but the leasehold mortgagee may
reserve rights to apply to the mortgage debt all, or any part, of Tenant's share of such
proceeds pursuant to such mortgage.
h. The leasehold mortgagee shall be given notice of any arbitration
proceedings by the parties hereto, and shall have the right to intervene therein and be
made party to such proceedings, and the parties hereto do hereby consent to such
intervention. In the event that the leasehold mortgagee shall not elect to intervene or
become party to such proceedings, the leasehold mortgagee shall receive notice of, and
a copy of, any award or decision made in said arbitration proceedings.
i. Landlord shall, upon request, execute, acknowledge, and deliver to each
leasehold mortgagee, an agreement prepared at the sole cost and expense of Tenant, in
form satisfactory to such leasehold mortgagee, between Landlord, Tenant and leasehold
mortgagee, agreeing to all of the provisions of this Section. The term "mortgage",
whenever used herein, shall include whatever security instruments are used in the locale
of the Premises, such as, without limitation, deeds to secure debt, deeds of trust, and
conditional deeds, as well as financing statements, security agreements, and other
documentation required pursuant to the Uniform Commercial Code. The term
"mortgage", whenever used herein, shall also include any instrument required in
connection with a sale -leaseback transaction.
25. SUBORDINATION, ATTORNMENT, AND ESTOPPEL
a. Subject to and conditioned upon the full satisfaction of all other provisions
of this Lease, including, without limitation, the requirements of Sections 11 and 12
12

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
hereof, and further subject to the provisions of this Section 25, this Lease and the
leasehold estate created hereby shall be, at the option and upon written declaration of
Landlord, subject, subordinate, and inferior to the lien and estate of any mortgages and
all renewals, extensions, or replacements thereof, now or hereafter imposed by Landlord
upon the Premises; provided, however, that this Lease shall not be subordinate to any
mortgage or any renewal, extension, or replacement thereof, unless and until Landlord
provides Tenant with an agreement (the "Non -Disturbance Agreement"), signed and
acknowledged by each holder of any such mortgage setting forth that so long as Tenant
is not in default hereunder, Landlord's and Tenant's rights and obligations hereunder
shall remain in force and Tenant's right to possession shall be upheld. Tenant shall,
promptly following a request by Landlord and after receipt of the Non -Disturbance
Agreement, execute and acknowledge any subordination agreement or other documents
reasonably required to establish of record the priority of any such encumbrance over this
Lease, so long as such agreement does not otherwise increase Tenant's obligations or
diminish Tenant's rights hereunder.
b. In the event of foreclosure of any mortgage, whether superior or
subordinate to this Lease, then (i) this Lease shall continue in force; (ii) Tenant's quiet
possession shall not be disturbed if Tenant is not in default hereunder; (iii) Tenant shall
attom to and recognize the mortgagee or purchaser at foreclosure sale (the "Successor
Landlord") as Tenant's landlord for 'the remaining term of this Lease; and (iv) the
Successor Landlord shall not be bound by (a) any payment of rent for more than one (1)
month in advance; (b) any amendment, modification, or ending of this Lease without the
Successor Landlord's consent after the Successor Landlord's name is given to Tenant,
unless the amendment, modification, or ending is specifically authorized by the original
Lease and does not require Landlord's prior agreement or consent; and (c) any liability
for any act or omission of a prior Landlord. At the request of the Successor Landlord,
Tenant shall execute a new lease for the Premises, setting forth all of the provisions of
this Lease except that the term of the new lease shall be for the balance of the term of
this Lease.
C. Tenant shall execute and deliver to Landlord, within thirty (30) days after
receipt of Landlord's request, any estoppel certificate or other statement to be furnished
to any prospective purchaser of or any lender against the Premises. Such estoppel
certificate shall acknowledge and certify each of the following matters, to the extent each
may be true: (i) that the Lease is in effect and not subject to any rental offsets, claims, or
defenses to its enforcement; (ii) the commencement and termination dates of the term;
(iii) that Tenant is paying rent on a current basis; (iv) that the Lease constitutes the entire
agreement between Tenant and Landlord relating to the Premises; (v) that Tenant has
accepted the Premises and is in possession thereof; (vi) that the Lease has not been
modified, altered, or amended except in specified respects by specified instruments; and
(vii) that Tenant has no notice of any prior assignment, hypothecation, or pledge of rents
or the Lease. Tenant shall also, upon request of the Landlord, certify and agree for the
benefit of any lender against the Premises ("Lender") that Tenant will not look to such
Lender: (a) as being liable for any act or omission of Landlord; (b) as being obligated to
cure any defaults of Landlord- under the Lease which occurred prior to the time Lender,
its successor or assigns, acquired Landlord's interest in the Premises by foreclosure or
otherwise, as being bound by any payment of rent or additional rent by Tenant to
Landlord for more than one (1) month in advance; or (c) as being bound by Landlord to
any amendment or modification of the Lease without Lender's written consent.
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DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
26. APPLICATION OF INSURANCE PROCEEDS BY LANDLORD'S MORTGAGEE
a. In the event that Landlord mortgages its title to or interest in the Premises,
then Landlord may request that the name of Landlord's mortgagee be added in addition
to Landlord's name in any and all policies of insurance required to be carried by Tenant
hereunder.
b. As a condition precedent to Tenant's obligations under Section 25 hereof,
Landlord shall cause Landlord's mortgagee to endorse, transfer, and otherwise make
over to Tenant the check or negotiable instrument representing the new amount of all
insurance proceeds received by Landlord's mortgagee for the purposes specified in
Section 12 hereof, and shall further cause Landlord's mortgage or collateral document to
provide for such endorsement or transfer in a manner not inconsistent with the provisions
of this Lease; provided, however, that Landlord's mortgagee may reserve the right to
apply to the mortgage debt any part of such insurance proceeds after all Tenant's costs
and expenses of Restoration (as defined in Section 12 hereof) have been paid.
27. BANKRUPTCY. In the event the Premises or any rights therein shall be levied on
by execution or other process of law by a creditor of either party, or if either party shall be
adjudged bankrupt or insolvent, or if any receiver shall be appointed for the business and
property of either party, or if any -assignment shall be made of either parry's property for the
benefit of creditors, thereby diminishing any right or privilege granted by this Lease to the other
party, then the other party may terminate this Lease forthwith.
28. NOTICES. All notices and communications required to be sent pursuant to the
terms of this Lease shall be sent by facsimile (notices and communications sent by facsimile
shall also be sent by registered or certified mail) or by registered or certified mail, return receipt
requested, as follows:
By Tenant to Landlord:
McCauley and McDonald Investments, Inc.
Post Office Box 2427
Fayetteville, North Carolina 28302
Attention: Albert McCauley
FAX: [phone]
By Landlord to Tenant:
The Pantry, Inc.
Post Office Box 1410
Sanford, North Carolina 27330-1410
Attention: Vice President of Real Estate
FAX: [phone].
Notice as hereinabove provided shall be deemed given on the fifth (5th) day after
mailing.
29. BINDING EFFECT. The provisions of this Lease shall be binding on and inure to
the benefit of the parties, their legal representatives, successors, and permitted assigns.
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DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
30. WHOLE AGREEMENT. This Lease contains all of the agreements and
representations between the parties with respect to the subject matter hereof. None of the terms
of this Lease shall be waived or modified to any extent, except by written instrument signed and
delivered by both parties.
31. SEVERABILITY. If any provision of this Lease shall be declared invalid or
unenforceable, the remainder of the Lease shall continue in full force and effect.
32. DUPLICATE COUNTERPARTS. This Lease may be executed in one or more
counterparts, each of which shall be an original and all of which shall constitute one and'the
same instrument.
33. RECORDING OF LEASE. This Lease shall not be recorded. At the request of
either party the parties hereto shall execute a Memorandum of Lease, in recordable form,
specifying the commencement and termination dates, a description of the Premises, and any
other provisions which either party may desire to incorporate therein. Recording of such
memorandum shall be at the expense of the requesting party.
34. GOVERNING LAW. This Lease shall be governed by, construed, and enforced
in accordance with the laws of the State of North Carolina.
35. RELATIONSHIP OF THE PARTIES. Nothing herein contained shall be deemed
or construed by the parties hereto, nor by any third party, as creating a relationship of principal
and agent or of partnership or of joint venture between the parties hereto, it being understood
and agreed that neither the method of computation of rent nor any other provision contained
herein, nor any acts of the parties hereto are other than the relationship of landlord and tenant.
Whenever herein the singular number is used the same shall include the plural, and the
masculine gender shall include the female and neuter genders. The numerical headings or titles
to the paragraphs are not a part of this Lease and shall have no effect upon the construction or
interpretation of any part hereof.
36. AUTHORITY. The individuals signing this Lease personally warrant that they
have the right and power to enter into this Lease on behalf of Landlord and Tenant, to grant the
rights granted under this Lease, and to undertake the obligations undertaken in this Lease.
37. INTERPRETATION PRESUMPTION. This Lease has been negotiated by the
parties hereto and by the respective attorneys for each party. The parties represent and warrant
to one another that each has, by counsel or otherwise, actively participated in the negotiation
and preparation of this Lease for execution. In the event of a dispute concerning the
interpretation of this Lease, each party waives the doctrine that an ambiguity should be
interpreted against a party who drafted the document.
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DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
IN TESTIMONY WHEREOF, the parties hereto have caused these presents to be
executed under seal in their respective names by their duly authorized representatives,
executing this instrument in duplicate originals, as of the day and year first above written.
[CORPORATE SEAL]
ATTEST:
Secretary
[CORPORATE SEAL]
LANDLORD:
McCAULEY AND MCDONALD INVESTMENTS,
INC., a.,wor#h Carolina corporation
c
President
TENANT:
THE PANTRY, INC., a Delaware corporation
�u icy
sident
16

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
STATE OF NORTH CAROLINA
COUNTY OF
xL� This 1-day of 19 personally came before me
mar �JAif�f" , ��`IC�� k - wh6 beirfg duly sworn says that he is Secretary of
McCauley and McDonald Inv stments, Inc., a North Carolina corporation, and that by authority
duly given and as the act of the corporation, the foregoing instrument was signed in its name by
_ en r ebpxg?W as its President, sealed with its corporate seal, and
attested by himself as its Secretary_
My Commission Expires:
`7 tq
[Notary Stamp or Seal]
STATE OF NORTH CAROLINA
Notary Public
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COUNTY OF
This 1 S� day of 19_g, personally came before me
who b9ing 61y sworn says that he is �-. Secretaryof The
Fiantryl Inc. a Delaware corporation, and that by authority duly given and as the act of the
corporation, the foregoing instrument was signed in its name by
/A], T A as its 6r V. President, sealed with its corporate seal, and
attested by hi if as its Assf• Secretary.
My Commission Expires,
*0Mmb*n Wrft 2-24-2001
[Notary Stamp or Seal]
Notary P ii c
XAOTAt9ti
rr�re �{
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17

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
EXHIBIT A
Legal Description
18
N:15829.651AFFILIATE LEASESIQS #40.doc

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
Exhibit A
PROPERTY DESCRIPTION
(Quick Stop Store No. 40, now Pantry Store No. 3015)
Natal Road/Camderr Roar.4 .Store n40, PIN 0425-47-1706
Pearce's Noll Township, Cumberland County, North Carolina
BEGINNING at a point, said point being the point of intersection of the western margin of Slack &
Decker Road (80' right of way) and the northern margin of Camden Road (60' right of way), and
running thence with the northern margin of said Camden Road South 45 degrees 54 minutes 30
seconds West 335.76 feet to a point in the western margin of the tract of which this is a part; thence
with the western margin of the tract of which this is part North 44 degrees 10 minutes 40 seconds East
368.95 feet to the northwest corner of the tract of which this is a part; thence with the northern margin
of the tract of which this is a part North 88 degrees 55 minutes 20 seconds East 205- tO feet to a point
in the westem margin of said Black & Decker Road; thence with the western margin of said Black &
Decker Road South 03 degrees 23 minutes 57 seconds East 138.46 feet to the point and place of
BEGR*Q A G, and containing 1.274 acres, more or less, and- being the same property described in a
deed recorded in Book 2795, Page 503, Cumberland County Registry.

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
_ SHOP AIN F"),
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RESIDENCE f �'
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LEGEND: •
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= MONITORING WELL
= SOIL SAMPLE
= ELECTRICAL a
= STORM SEWER
= STORM SEWER
= COMMUNICATION
— = WATER TREATMENT SYSTEM
— — = UNKNOWN
l �i* I4 — — — r — J =
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MW-1A II BASIN I c�
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FORMER
CIRCLE K #2723015 I I # J
STORE I Q
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GROUNDWATER % O
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0 35 70
w
APPROXIMATE SCALE IN FEET oz

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
P15P... Screening Report
Area of Interest (AOI) Information
Area : 1,044,208.99 ft2
Nov 14 2023 14:37:06 Eastern Standard Time
LEST Incidents Land Use Restriction ands Notices
0 003 005 d.1 km
i high Risk Q Notice and Restriction
Low Risk - County Boundary

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
UST Incidents
#
IncidentNumber
IncidentName
Count
1
29200
PANTRY 3015
1
2
42191
49159
Circle K Store #2723015
1
3
CIRCLE K 2723015
1
Land Use Restriction and/or Notices
# Prj_Number Prj_Name Count
1 1 FA-2977 PANTRY 3015 1

DocuSign Envelope ID: 7C371 BDC-63E5-4EA7-9B8B-7AED91 F1 D458
WL�LL I.VIV�1KUl 11V1V KL'.I.VKlI IIsW-l�
Print Form
For Internal Use
1. Well Contractor Information:
Daniel Summers
Well Contractor Name
2579-A
NC Well Contractor Certification Number
Carolina Soil Investigations, LLC
Company Name
2. Well Construction Permit #:
List all applicable well construction permits (i.e. UIC, County, State, Variance, etc.)
3. Well Use (check well use):
Water Supply Well:
0 Agricultural ❑ Municipal/Public
0 Geothermal (Heating/Cooling Supply) ❑ Residential Water Supply (single)
0 Industrial/Commercial ❑ Residential Water Supply (shared)
❑ Irrigation ❑ Wells > 100,000 GPD
Non -Water Supply Well:
® Monitoring 0 Recovery
ection Well:
Aquifer Recharge
Aquifer Storage and Recovery
Aquifer Test
Experimental Technology
Geothermal (Closed Loop)
Geothermal (Heatine/Cooline
❑ Groundwater Remediation
❑ Salinity Barrier
❑ Stormwater Drainage
❑ Subsidence Control
❑ Tracer
❑ Other (exnlam under #21 1
4. Date Well(s) Completed: 09-06-23 Well lD# MW-1A
5a. Well Location:
Circle K #2723015
Facility/Owner Name Facility ID# (ifapplicable)
3330 Natal St Fayetteville, NC 28306
Physical Address, City, and Zip
Cumberland
County Parcel Identification No. (PIN)
5b. Latitude and longitude in degrees/minutes/seconds or decimal degrees:
(if well field, one lat/long is sufficient)
35.00826 N-78.91912 W
6. Is(are) the well(s):® Permanent or 0 Temporary
7. Is this a repair to an existing well: 0 Yes or ® No
If this is a repair, fill out known well construction information and explain the nature of the
repair under #21 remarks section or on the back of this form.
8. For Geoprobe/DPT or Closed -Loop Geothermal Wells having the same
construction, only 1 GW-1 is needed. Indicate TOTAL NUMBER of wells
drilled: 1
9. Total well depth below land surface: 20' (ft.)
For multiple wells list all depths if different (example- 3@200' and 2@100)
10. Static water level below top of casing: 14 (ft.)
If water level is above casing, use "+"
11. Borehole diameter: $n (in.)
12. Well construction method: _
(i.e. auger, rotary, cable, direct push, etc.)
auger
14. WATER ZONES
FROM
TO
DESCRIPTION
5 rt.
20 rt.
rt.
rt.
15. OUTER CASING for molt' -cased wells OR LINER if a licable
FROM
TO
DIAMETER
THICKNESS
MATERIAL
0 ft
5 ft.
2 in
sch 40
pvc
16. INNER CASING OR TUBING(geothermal closed -loop)
FROM
TO
DIAMETER
THICKNESS
MATERIAL
rt
ft
in.
rL
rt.
in.
17. SCREEN
FROM
TO
DIAMETER
SLOT SIZE
THICKNESS
MATERIAL
5 rt.
20 ft
2 in.
010
sch 40
pvc
ft.
in.
18. GROUT
FROM
TO
MATERIAL
EMPLACEMENT METHOD & AMOUNT
0 rt.
3 rt.
portland
mix & Pour
3 rt.
4 rt.
bentonite
tremie
rt.
rt.
19. SAND/GRAVEL PACK if applicable)
FROM
TO
MATERIAL
EMPLACEMENT METHOD
4 ft
20 rt
10/30 silica sand
tremie
et.
rt.
20. DRILLING LOG attach additional sheets if necessary)
FROM
TO
DESCRIPTION color, hardness, soil/rock type, grain size, etc.
0 ft
20 rt
brown silt loam / brown silty clay / saprolite
fr.
rt.
fr.
rt.
et.
rL
ft.
rL
21. REMARKS
22. Certification:
f)'-J 1L 1,,-- 09-06-2023
Signature of Certified Well Contractor
Date
By signing this form, I hereby certify that the well(s) was (were) constructed in accordance
with 15A NCAC 02C .0100 or 15A NCAC 02C .0200 Well Construction Standards and that a
copy of this record has been provided to the well owner.
23. Site diagram or additional well details:
You may use the back of this page to provide additional well site details or well
construction details. You may also attach additional pages if necessary.
SUBMITTAL INSTRUCTIONS
24a. For All Wells: Submit this form within 30 days of completion of well
construction to the following:
Division of Water Resources, Information Processing Unit,
1617 Mail Service Center, Raleigh, NC 27699-1617
24b. For Iniection Wells: In addition to sending the form to the address in 24a
above, also submit one copy of this form within 30 days of completion of well
construction to the following:
Division of Water Resources, Underground Injection Control Program,
FOR WATER SUPPLY WELLS ONLY: 1636 Mail Service Center, Raleigh, NC 27699-1636
13a. Yield (gpm) Method of test: 24c. For Water Sulmly & Iniection Wells: In addition to sending the form to
the address(es) above, also submit one copy of this form within 30 days of
13b. Disinfection type: Amount: completion of well construction to the county health department of the county
where constructed.
Form GW-1 North Carolina Department of Environmental Quality - Division of Water Resources Revised 6-6-2018