WQ0005910_Application_20240508

DWR
State of North Carolina
Department of Emvironinental Quality
Division of Water Resources
Division of Water Resources
I SA NCAC 02T .0500 -- WASTEWATER IRRIGATION SYSTEM — RENEWAL
FORM: WWIS-R 02-21
Pursuant to 15A NCAC 02T .0107(b), if the application does not include all required information and the necessary supporting
documentation, the application shall be returned. The application and attachments shall be prepared in accordancewith 15A
NCAC 02T .01001 15A NCAC 02T .0500, and Division Policies. For more information, visit the Water Quality Permitting
Section's Non -Discharge Branch website. The Applicant shall submit an electronic copy of the application and attachments
uploaded as a single Poi -table Document Format (PDF) file to httns://edoes.de .nc.goy/Forms/NoiiDischarge-Branch-Submittal-
Form-Vert, or cmafled to Non-Dischar�4c. Reno rtsa ncdeRr.gov if less than 20 megabytes (MB).
SECTION [ — APPLICANT INFORMATION
1. Applicant: Avoca LLC
2. Permit No.: WQ0005910
3. Signature authority: Brian Conner
Phone number: [phone] Select
Title: EHS Manager
Email: [e-mail]
4. Mailing address: PO Box 129
City: Merry Hill
State: NC Zip: 27957-
5. Contact person: Brian Conner
Primary phone number: [phone] Select
ashiand.com
Email: [e-mail]
Secondary phone number: (252) 325-335 Select
SECTION II — FACILITY INFORMATION
I. Physical address: 841 Avoca Farm Road County: Bertie Parcel No.:
City: Merry Hill State: NC Zip: 27957-
2. Treatment facility coordinates to the sixth decimal degree:
Latitude: 36.250000' Longitude:-76.427350' Method: Unknown
SECTION III -- FLOW INFORMATION
t. Permitted flow: 50000 GPD (The maxinnan allowable flow based on what has been permitted)
2. As -built flow: 50000 GPD (The mccrinlunr allowable flow based on what has been constructed)
3. Average flow: 17490 GPD (The average of all reported floats on the previous calendar•years NDNIRs)
4. Hydraulic capacity: 35 % (Divide the mlerage flow in Item 3 by 1he As -built flow hi Item 2)
5. Wastewater composition: Domestic: % Industrial: 100 % Storrnwater: %
SECTION IV —BILLING INFORMATION
1. Billing address: PO Boa 129
City: Merry Hill State: NC Zip: 27957-
2. Verify the Applicant does not have any overdue annual fees:
hops://deq.nc.gov/about/divisions/water-resources/water-resources-pei-inits/wq-el2aym ents
Pursuant to 15A NCAC 02T .0120(c), permits for renewing facilities shall not be granted if the Applicant or any affiliation has
an unpaid annual fee.
FORM: WWIS-R02-21 Page I of

SECTION V — OPERATOR IN RESPONSIBLE CHARGE (ORC) INFORMATION
ORC Min M Connet Grade 11 Cet titicatio❑ No • 993283
2
Mailing address. 1 l7 Hwy NC 45 South
City, Metty Hill
Phone number. (252) 325-335 Select
Back -Up ORC- Bobby Byt um
Marling address. 1112 Eatiy Station Road
City. Aulandet
Phone numbet [phone] Select
State NC Zip.27957-
Email. bi ian.connei @ashland coin
Glade. 11 Ceitification No
State. NC Zip- 27805-
Email bobby byr urn a ashland.com
SECTION VI — OPEN -ATMOSPHERE STRUCTURES
I List all open-atmosphete treatment and storage stritctirres associated with the tenewing permit
necessary.
Type Parcel No. Volume (gal) Liner Type Freeboard (ft)
Attach additional sheets if
Latitude Longitude
Storage
WWT
75,000
Full, concrete
4
36 2500000
-76.4273500
Stoiage
WWI'
1,350,000
Frill, clay
2+
36,0001070
-76 7208160
Select
Select
Select
Select
°
- °
- °
SECTION VII --- RELATED PERMITS
1 List all wastewater permits (i.e., sewer, collection system, NPDES, residuals) that have inteiactioiis with the renewing permit
Attach additional sheets if necessary.
Pei nit Type Permit No. Relationship Type
Discharge
NCG500046
NPDES
Select
Select
Select
Select
Select
Select
SECTION VIII---MONITORING WELLS
I List all groundwatei monitoring wells associated with the renewing pet mit Attacli additional sheets if necessary.
Well Name Parcel No. Status Gradient Location Latitude Longitude
MW-5
Field 4
Active
Cross gradient
Ori Compliance Boundary
36.432009°
-76.431042°
MW-7
field 5-1
Active
Cross giadient
On Compliance Boundaty
35 2242320
-76.902580
MW-8
Field 5-4
Active
Cross giadient
On Compliance Boundaty
35 2210910
-76 5434980
MW-9
Field 4
Active
Cross giadient
On Compliance Boundaty
35 9989790
-76 7210440
MW-10
Field 5-2
Active
Upgiadient
On Compliance Boundaty
35 9917250
-76 90258°
MW-11
Backgtound
Active
Clpgiadient
Outside Compliance Boundary
364780
-76 7175620
Select
Select
Select
°
°
Select
Select
Select
°
- °
Select
Select
Select
°
- °
Select
Select
Select
°
°
Select
Select
Select
°
- °
FORM: WWIS-R 02-21 Page 2 of 6

SECTION 1X — IRRIGATION FIELDS
I List all niigation fields associated with the renewing pet mil Attach additional sheets if necessary
Field County Parcel No. Deeded Owner Ai ea Cover Crop Latitude Longitude
4
Beitie
Avoca Teclinical of Delaware
Inc
997
Bermuda
36.0001070
-76 7208160
5 1
Be)tie
Avoca TecllnicalofDelawate
Inc
564
Bermuda
35.9906270
-76.7200980
5 2
Bettie
Avoca Technical of Delawaic
Inc
5.90
Bermuda
35.990797"
-76.18800"
5-3
Beitie
Avoca Technical of Delaware
111c.
5.64
Beinuida
35 9904480
-76.7169260
5 4
Bertie
Avoca Technical of Delaware
111c
5.73
Bermuda
35 9898740
-76 7158290
O
O
0
O
O
O
O
O
0
0
a
0
a
o
O
O
p
O
o
a
o
a
o
a
0
0
a
o
0
0
0
0
0
0
p
o
O
0
O
O
b
O
a
b
0
b
a
0
p
0
a
a
o
p
0
0
0
0
FORM W WIS-1Z 02-21 Page 3 of 6

O
D
o
a
Total Acreage:
32.88
ATTACHMENT A — SITE MAP
Was the facility originally pennitted or had a major modification issued after September 1, 2006?
❑ Yes Pursuant to 15A NCAC 02T .0105(d), submit a site map pursuant to the requirements in 15A NCAC 02T .0504(d). These
requirements are:
❑ A scaled map of the site with topographic contour intervals not exceeding 10 feet or25 percent of total site relief and showing
all facility -related structures and fences within the wastewater treatment, storage, and irrigation areas.
❑ Soil snapping units shown on all irrigation sites.
❑ The location of all wells (including usage and construction details if available), streams (ephemeral, intermittent, and
perennial), springs, lakes, ponds, and other surface drainage features within 500 feet of all wastewater treatment, storage,
and irrigation sites.
❑ Delineation of the compliance and review boundaries per 15A NCAC 02L .0107 and .0108, and 15A NCAC 02T .0506(c)
if applicable.
❑ Setbacks as required by 15A NCAC 02T .0506.
❑ Site properly boundaries within 500 feet of all wastewater treatment, storage, and irrigation sites.
❑ All habitable residences or places of public assembly within 500 feet of all treatment, storage, and irrigation sites.
® No — Skip Attachment A.
ATTACHMENT B — SIGNATURE AUTHORITY DELEGATION
Does the signature authority in Section 1, Item 3 meet the requirements pursuant to 15A NCAC 02T .0I06(b)?
® Yes — Skip Attachment B.
❑ No — Submit a delegation letter pursuant to 15A NCAC 02T .0I06(c} authorizing the signature authority to sign.
ATTACHMENT C -- FLOW REDUCTION
Does the existing permit include an approved flow reduction?
❑ Yes— Submit a copy of the flow reduction approval letter, as well as the measured monthly average amount of wastewater flow
contributed per unit for the 12 months prior to permit renewal. if any of these monthly averages are within 20% of the approved
flow reduction value, the Permittee shall provide a reevaluation of the reduced flow value pursuant to the requirements in 15A
NCAC 02T .0l I4(f).
® No — Skip Attachment C.
ATTACHMENT D — CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY
Is the Applicant a Privately -Owned Public Utility?
❑ Yes — Pursuant to 15A NCAC 02T .0115(a)(1), submit the Certificate of Public Convenience and Necessity fi•om the North
Carolina Utilities Commission demonstrating the Applicant is authorized to hold the utility franchise.
® No — Skip Attachment D.
ATTACHMENT E — OPERATIONAL AGREEMENT
Is the Applicant a Home/Property Owners' Association or Developer of Lots to be Sold?
❑ Yes (Home/Property Owners' Association) — Pursuant to 15A NCAC 02T .01 15(a)(2), submit an executed Operational Agreement
(FORM: HOA). Pursuant to 15A NCAC 02T .0115(c), if the applicant is a legally formed Homeowners' or Property Owner's
Association, submit a copy of the Articles of Incorporation, Declarations, and By-laws.
❑ Yes (Developer of Lots to be Sold) — Pursuant to 15A—NC'AC 02T .01 15(a)(2}, submit an executed Operational Agreement
(FORM: DCV). Pursuant to 15A NCAC 02T .01 15(b), if the applicant is a developer of lots to be sold, submit a copy of the
Articles of Incorporation, Declarations, and By-laws.
® No-- Skip Attachment E.
FORM: W W 1 S-R 02-21 Page 4 of 6

ATTACHMENT F — DEMONSTRATION OF FUTURE WASTEWATER TREATMENT CAPACITIES
Is the applicant a municipality, county, sanitary district, or public utility?
❑ Yes Proceed to the next question.
® No -- Skip Attachment F.
Does the hydraulic capacity in Section III, Item 4 exceed 70%?
❑ Yes (the hydraulic capacity is greater than 70%, but less than 80%) — Pursuant to 15A NCAC 02T .0118(i), prior to exceeding
80 percent of the system's permitted hydraulic capacity (based on the average flow during the last calendar year), the permittee
shall submit an engineering evaluation of their future wastewater treatment, utilization, and disposal needs. This evaluation shall
outline plans for meeting future wastewater treatment, utilization, or disposal needs by either expansion of the existing system,
elimination or reduction of extraneous flows, or water conservation and shall include the source of funding for the improvements.
If expansion is not proposed or is proposed for a later date, a justification shall be made that wastewater treatment needs will be
met based on past growth records and future growth projections, and as appropriate, shall include conservation plans or other
measures to achieve waste flow reductions.
❑ Yes (the hydraulic capacity greater than 80%)—Proceed to the next question.
® No — Skip Attachment F.
If answered Yes above, does the hydraulic capacity in Section III, Item 4 exceed 80%?
❑ Yes (the hydraulic capacity is greater than 80%) — Pursuant to 15A NCAC 02T .01 18(2), prior to exceeding 90 percent of the
system's permitted hydraulic capacity (based on the average flow during the last calendar year), the permittee shall obtain all
permits needed for the expansion of the wastewater treatment, utilization, or disposal system and, if construction is needed,
submit final plans and specifications for expansion, including a construction schedule. If expansion is not proposed or is proposed
for a later date, a justification shall be made that wastewater treatment needs will be met based on past growth records and fil ure
growth projections, and as appropriate, shall include conservation plans or other specific measures to achieve waste flow
reductions.
❑ No Skip Attachment F.
ATTACHMENT G — EASEMENT, ENCROACHMENT, AND LEASE AGREEMENTS I
Does the Permittee own all of the land associated with the wastewater collection, treatment, conveyance, and irrigation system?
❑ Yes — Skip Attachment G.
® No — Pursuant to 15A NCAC 02T .01 16(c), provide a copy of all easements, lease agreements, and encroachment agreements
allowing the Permittee to operate and maintain the wastewater collection, treatment, conveyance, and irrigation system on
property not owned by the Permittee.
ATTACHMENT H — AFFILIATIONS
Are the Permittee's affiliations of record correct? Check affiliations.
® Yes — Skip Attachment H.
❑ No — Provide the corrected affiliations and their contact information.
ATTACHMENT I —COMPLIANCE SCHEDULES
Does the existing permit include any Connptiance Schedules? (See Section I of the most recently issued permit)
® Yes — Submit documentation that the compliance schedules have been inct.
❑ No — Skip Attachment I.
ATTACHMENT J -- CIVIL PENALTIES AND OUTSTANDING VIOLATIONS
Does the Permittee have any existing civil penalties or outstanding violations?
❑ Yes (civil penalties) — Submit payment for the civil penalty, or proof of remission request.
❑ Yes (violations) — Submit a copy of your response to the Notice of Violation.
® No Skip Attachment J.
FORM: WWIS-R 02-21 Page 6 of 6

I ATTACHMENT K-- INDUSTRIAL WASTEWATER
Does the wastewater composition in Section I1I, Item 5 include any industrial wastewater?
® Yes -- Proceed to the next question.
❑ No— Skip Attachment K.
Has the nature of the industrial wastewater changed since the last permit issuance (i.e., changes in industrial process, introduction of
new materials or chemicals, etc.)?
❑ Yes — Provide a chemical analysis of the Wastewater pursuant to the requirements in 15A NCAC 02T .0504(h). Provide an
overview of tine manufacturing process; an inventory of all chemical and biological materials used in the manufacturing process;
and an overview of the cleaning and treatment methodology.
❑ No -- Provide an overview of the manufacturing process; an inventory of all chemical and biological materials used in the
manufacturing process; and an overview of the cleaning and treatment methodology.
ATTACHMENT L — SETBACK WAIVERS
Does the existing permit include setback waivers?
❑ Yes Pursuant to 15A NCAC 02T .0506(d), provide setbacks waivers that have been written, notarized, signed by all parties
involved, and recorded witli the county Register of Deeds. Waivers involving the compliance boundary shall be in accordance
with 15A NCAC 02L .0107.
® No — Skip Attachment L.
APPLICANT'S CERTIFICATION
1; r, an 1 ' ► • �Q Y'�Ij� r attest that this application
(Signature authority's name as noted in Section 1, Item 3)
has been reviewed by me and is accurate and complete to the best of my knowledge. I 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 .as incomplete. I further certify pursuant to 15A NCAC 02T .0120(b), that the applicant, or any
parent, subsidiary, or other affiliate of the applicant has: not been convicted of environmental crimes under; not previously abandoned
a wastewater treatment facility without properly closing the facility; not paid a civil penalty; not been compliant with any compliance
schedule in a permit, settlement agreement, or order; not paid an annual fee.
Note: The Applicant's Certification shall be signed pursuant to 15A NCAC 02T A I06(b}. An alternate person may be delegated as
the signing official if a letter is provided pursuant to 15A NCAC 02T.0106(c). Pursuant to § 143-215.6A and § 143-215.6B, any
person who knowingly makes any false statement, representation, or certification in any application package shall be guilt), of a Class
2 misdemeanour, which may include a fine not to exceed $10,000 as well as civil penalties up to $25,000 per violation.
Signature: It �► " cl► , C0'1n'A&9A1 Date: S — 2 il ~ 2 `
THE COMPLETED APPLICATION AND ATTACHMENTS SHALL BE SUBMITTED AS A SINGLE PDF FILE VIA:
Email:
Non-Discharge.Reports rr nedenr.2ov
Laserfiche Upload:
h ttps://edoes.deg.nc.gov/FormstNon Discha r2e-Br•ar►clt-
Submittal-Form-Vert
FORM: W WIS-R 02-2I Page 7 of 6

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STATE OF NORTH CAROLINA
COUNTY OF BERTIB
LEASE AGREEMENT
This LEASE AGREEMENT (the "Lease") is made and entered into by and between
AVOCA TECHNICAL OF DELAWARE, INC., A Delaware Corporation (tile "Landlord"), and
AVOCA, INC., a North Carolina corporation (the "Tenant") as of the lst day of April, 2003,
WITNESSETH:
1. PRFMISES., In consideration of the obligation of Tenant to pay rent as herein provided,
and in consideration of the other terries, provisions and covenants hereof, Landlord hereby demises
and leases to Tenant, and 'Tenant hereby accepts and leases from Landlord, that certain real
property located in Bertie County, North Carolina consisting of aipproxi"tely 197.53 acres as
more particularly set forth in the attached Exhibit A ("Tirol"), together with all improvements
located thereon (the "Improvements") and all rights, privileges, easements, appurtenances and
immunities belonging to or in any way pertaining to the property (the Land and the Improvemnents
being collectively referred to herein as the "Premises" or the "Property").
2. TAM_. This Lease shall be for a term of Ninety -Nine (99) years cornniencing on April
1, 2003 (the "Comrnencernent Date") and terminating at midnight on March 31, 2102 (the "Lease
err21 ).
Tenant hereby accepts the Premises and acknowledges that the Premises and other
JnVrovements are in good and satisfactory condition as of the, date hereof. Tenant further
acknowledges that no representations as to the repair of the Prerises, nor promises to alter,
remodel or improve the Premises have been made by Landlord unless such are expressly set forth
in this Lease.
3. ADD1T1 • TAXES • AND CE.
Rom. Tenant agrees to pay rout for the first lease year in the amount of $219,600.00 per
year, payable monthly in the amount of $18,300.00, to Landlord as rent for the Premises, in
advance, without demand, deduction or set off in lawful money of the United States. Beginning on
the first anniversary of the Commencement Date, and continuing on each anniversary thereafter,
Rent shall be adjusted as mutually agreed by Landlord and Tenant. Landlord and Tenant agree to
negotiate in good faith to determine ,Rent for each subsequent lease year and shall begin such
negotiations at least thirty (30) days prior to the end of each lease year. If Landlord and Tenant
cannot agree to the aniount of Rent for any subsequent lease year, this lease shall terminate, and
Landlord and Tenant shall be deemed to have a month-to-mronth lease in regard to the Premises on
the same terms and conditions as set forth herein except that monthly Rent shall be the satire
amount as the last month of the Lease prior to such termination, and either Landlord or Tenant
shall be entitled to terminate the month -to -month lease with at least thirty (30) days prior written
notice to the other.
All n-zithly instuamonts shall be due and payable on or before the lust day of each
calendar month during the hereby demised term, except that the rental payromt for any fractional
175B42A

calendar month at the beginning or end of the Lease Term shall be prorated. Notwithstanding the
above, Tenant shall have one (1) five (5) day late payment period annually as it relates to the
monthly installments of Rent. In addition to such remedies as may be provided under the Default
provisions of this Lease, Landlord shall be entitled to a late charge of five percent (5%) of the
amount of each monthly rental payment not received by the fifth day of the month when due, and a
charge of the lower of a lawful bad check fee or five percent (5%) of the amount of any check
given by Tenant not paid when first presented by Landlord.
TAMES. Landlord shall pay all taxes, assessments and governmental charges of any kind
and nature whatsoever levied or assessed against the Property by any municipality, county, or other
governmental agency (tire "Taxes"),
INSURANCE. Beginning on the Commencement Date and continuing for the entire Lease
Term hereof, Tenant shall maintain policies of insurance and pay the insurance premiums for
public liability on the driveways, parking lots and other surrounding exterior areas, and fire and
extended coverage on the buildings and other improvements located on the Premises, in accordance
with Paragraph 12 herein. The fire and extended coverage insurance of the buildings and other
improvements located on the Premises shalt list the Landlord as an additional insured, shall list any
secured lender that is the beneficiary in regard to a deed of trust on the Property as an insured
mortgagee and shall contain a clause wherein such insurance cannot be cancelled without first
giving thirty (30) days prior written notice to Landlord The public liability insurance shall list the
Landlord as an additional insured and slurp contain a clause wherein such insurance cannot be
cancelled without first giving thirty (30) days prior written notice to Landlord. If the first year for
which such premiums are due or the final year of the term hereof does not coincide with the year
upon which the insurance rate is determined, the premium for the portion of that year shall be
prorated according to the number of months during which Tenant was in possession of the
Premises.
PROVISIONS TO SIILV VE LEASE TERMINATION. The provisions of this section 3
shall survive the termination of the Lease or any extension or renewal hereof
4. USE. the Premises shall be used only for the operation of the Tenants business of
plant extract and tolling, and other uses related to the same including research and development
and office use. Tenant shall at its own cost and expense obtain any and all licenses and permits for
any such use. Tenant shall comply with all governmental laws, ordinances and regulations relating
to the use of the Premises, and shall promptly comply with all governmental orders and directives
for the correction, prevention and abatement of nuisances in or upon, or connected with, the
Promises, all at Tenant's sole expense. Tenant will not permit the Premises to be used for any
purpose or in any manner (including, without limitation, any method of storage) that would render
the insurance thereon void. Tenant shall give notice to Landlord immediately upon the occurrence
of any accident in the Premises or upon Tenant's discovery of any defects thereon or in any fixtures
or equipment located therein or upon the occurrence of any emergency in the Premises
5. Intentionally Deleted
6. TENANT'S BYPAIRS AND MAINTENANCE Tenant, at its sole cost and
expense, shall be responsible £or maintaining and repairing the Premises, including without
limitation (i) the roof, downspouts, gutters, foundation, utility lines located outside any buildings,
and the structural soundness of the exterior walls of any buildings, concrete floors, all exterior
gain" and entrances, in good repair, (ii) any damage to the Premises caused by the negligence of
Tenant or Tenant's employees, agents or invitees, or caused by Tenant's default hereunder; (iii)
17S842vl

keeping and maintaining all parts of the interior of any buildings in good condition, promptly
malting, all reasonable necessary repairs and replacements, including, but not limited to, windows,
glass and plate glass, doors, interior walls and finish work, floor coverings, heating and air
conditioning systems, dock boards, truck doors, dock bumpers, plumbing work and fixtures and
regular removal of trash and debns; and (iv) lawn maintenance, driveway and parking area
maintenance, exterior lighting maintenance, snow removal, waste removal, cleaning supplies,
miscellaneous building supplies, sweeper brushes, supplies for materials, external paint for any
buildings, exterior lighting, security guards, signs, and fuel for vehicles and street sweepers.
Tenant shall not be obligated to repair any damage caused by fire, tornado or other casualty
covered by the insurance pursuant to section 12 of the Lease, except that Tenant shall be obligated
to repair all wind damage to glass except with respect to tornado or hurricane damage. Tenant
shall give written notice to Landlord in regard to the need for repairs to or replacement of the roof,
the foundaiian, exterior walls or any structural components of the Fmmi,ses or any repairs or
replacements that will cost in excess of $25,000.00 (collectively, the "Major Repairs'), and prior to
commencing any such Major Repairs, the Tenant shall obtain the written consent of the Landlord,
and the Landlord shall be entitled to have such Major Repairs performed by a contractor designated
by Landlord, at the Tenant's expense.
Tenant shall, at its cost, enter into a regularly scheduled preventive maintenance/service
contract for servicing all heating and air conditioning (RVAQ systems and equipment within the
Premises. Said contract shall be with a reputable firm reasonably acceptable to landlord and
Tenant.
7. ,A LT1;R TIONS. Tenant shall not make any alterations, additions or
improvements (i) to the exterior walls or roof; (ii) that affect the structure of any buildings; and/or
(iii) costing in excess of $25,000.00 without the prior written consent of Landlord, which consent
shall not be, unreasonably withheld, conditioned or delayed. Tenant may, without the consent of
Landlord, but at its sole cost and expense and in a good workmanlike, manner, erect such shelves,
bins, machinery and trade futures as it may deem advisable, without altering the baste character of
the Premises or improvements and without overloading or damaging the Premises or
improvements, and in each case complying with all applicable governmental laws, ordinances,
regulations and other requirements. Tenant shill not make any alterations, auditions or
improvements to the Premises which will contravene Landloies policies insurxitg against loss or
damage by fire or other hazards, including but not limited to public liability, or which will prevent
Landlord from securing such policies in companies reasonably acceptable to landlord. if any such
alterations, additions or improvements cause the rate of fire or other insurance on the Premises by
companies acceptable to Landlord to be increased beyond the minimum rate from time to time
applicable to the Premises for permitted uses thereof; Tenant shall pay any such increase. All
alterations, additions, improvements and partitions erected by Tenant shall be and remain the
property of Tenant during the term of this Lease, and 'Tenant shall be entitled to remove all
alterations, additions, improvements and partitions erected by Tenant by the date of terminations of
this Lease or upon earlier vacating of the Premises, provided that Tenant repairs any damage
caused by such removal. All shelves, bins, machinery, equipment and trade fixtures installed by
Tenant may be removed by Tenant prior to the termination of this Lease if Tenant so elects, and
shad be removed by the date of termination of this Lease or upon earlier vacating of the Premises if
elected by Tenant; upon any such earlier removal, Tenant shall restore the Premises to its original
condition, ordinary wear and tear and casualty excepted. All such removals and restoration shall be
accomplished in a good, workmanlike manner so as not to damage the primary structure or
structural qualities of the buildings and other improvements situated on the Premises.
175842vi

8, S1 N _ Tenant shall have the right to install signs upon the Premises only when
first approved in writing by Landlord and subject to any applicable governmental laws, ordinances,
regulations and other requirements, such approval shall not be unreasonably withheld, conditioned
or delayed. Tenant shall remove all such signs upon the termination of this Lease. Such
installations and removals shall be made in such a manner as to avoid injury or defacement of the
Premises, and Tenant shall repair any injury or defacement, including, without limitation,
discoloration of any building caused by such installation and/or removal
9 INSPECTION. Landlord and Landlord's agents and representatives shall have the
right to enter and inspect the Premises at any reasonable time during business hours for the purpose
of ascertaining the condition of the Premises or in order to make such repairs as may be required or
permitted to be made by Landlord under the term of this Lease or in order to show the Premises to
any prospective purchaser or lender. During the period that is six (6) months prior to the end of the
term hereof, Landlord and Landlord's agents and representatives shall have the right to enter the
Premises at any reasonable time during business hours for the purpose of showing the Premises to
any prospective tenant and shall have the right to erect on the Premises a writable sign indicating
the Premises is available. Tenant shall arrange to meet with Landlord for a joint inspection of the
Premises prior to vacating In the event of Tenant's failure to give notice or arrange such joint
inspection, Landlord's inspection at or after Tenant's vacating the Premises shall be conclusively
deemed correct .for purposes of determining Tenant's responsibilities for repairs and restoration.
10. UTILITIF, . Tenant shall pay all charges for all water, electrical, telephone,
sewer, and other utilities or services used on or from the Premises, together with any taxes,
penalties, surcharges or the Iike pertaining thereto. Tenant shall also pay for any utility
maintcnarice charges and shall furnish all electric light bulbs and tubes required for the Premises.
Landlord shall in no event (except for its willfiil misconduct) be liablo for any interruption or
failure of utility services on the Premises.
11. ASSIGNMENT AND SUBLETTING. Tenant shall not without the prior written
consent of Landlord, assign this Lease or any interest herein or sublet the whale or any part of the
Premises or allow any other party to use the Premises, such consent shall not be unreasonably
withheld, conditioned or delayed. Notwithstanding any permitted assignment or subletting, Tenant
shall at all times remain directly, primarily and fully responsible and liable for the payment of the
rent herein specified and for compliance with all of its other obligations under the terms, provisions
and covenants of this Lease. Landlord shall have the right (but not obligation), if it does not
consent to any such proposed assignment or sublease submitted by Tenant, to terminate this Lease
by written notice to Tenant, which termination shall take effect ninety (90) days after Landlord has
so notified Tenant; notwithstanding the foregoing, in the event Landlord so notes Tenant that
Landlord does not consent to any such proposed assignment or sublease submitted by Tenant, then
in such event Tenant shall have the right by written notice delivered to Landlord within fifteen (15)
calendar days of the date of delivery of such written notice from Landlord to Tenant to withdraw
such proposed assignment or sublease and to verify that this Lease shall remain in full force and
effect in accordance with its terms without any such proposed assignment or sublease, in which
event Landlord's notice of termination shall be, null and void and of no force and effect. Consent to
any assignment or sublease shall not destroy this provision and all later assignments or subleases
shall be made likewise only on the prior written consent of Landlord (on the same basis as
aforesaid) and subject to Landlord's right to terminate. An assignee of Tenant, at the option of
Landlord, shall become directly liable to Landlord for all obligations of Tenant hereunder, but no
sublease or assignment by Tenant shall relieve Tenant of any liability hereunder.
1759420

12. FIRE AND CASUALTY DAMAGE. Tcimt agrees to maintain standard fire
and extended coverage insurance covering the buildings and other improvements located on the
Premises in an amount not less than eighty percent (800K) (or greater percentage as may be
necessary to comply with the provisions of any co-insurance clauses of the policy) of the
"mplacemont cost" theroof as such term is defined in the Replacement Cost Endorsement to be
attached thereto, insuring against the perils of fire, lightning and extended coverage, such
coverages and endorsements to be as defined, provided and limited in the standard bureau forms
prescribed by the insurance regulatory authority for the State of North Carolina Subject to the
provisions of this section 12, such insurance shall list the Landlord as an additional insured, shall
list any secured lender that is the beneficiary in regard to a deed of trust on the Property as an
insured mortgagee and shall contain a clause wherein such insurance cannot be cancelled without
first giving thirty 00) days prior written notice to Landlord.
If the Prurnises should be damaged or destroyed by any peril covered by the insurance to
be provided under this section 12, Tenant shall give immediate written notice thereof to Landlord.
If the Premises should be totally destroyed by any peril covered by the insurance to be
provided under this section 12, or if the Premises sbould be so damaged thereby that rebuilding or
repairs cannot in Landlord's reasonable estimation be completed within three hundred sixty (360)
days aRer the date upon which Landlord is notified by Tenant of such damage, this Lease shall
terminate and the rent shall be abated during the unexpired portion of this Lease, effective upon the
date of occurrence of such damage.
If the Premises should be damaged by any peril covered by the insurance to be provided
under this section 12, but only to such extent that rebuilding or repairs can, in Landlord's
reasonable estimation, be completed within three hundred sixty (360)days after the date upon
which Landlord is notified by Tenant of such datriage, this Lease shall not terminate, and Landlord
shall, at its sole cost and expense, thereupon proceed with reasonable diligence to rebuild and
repair the Premises to substantially the condition in which it existed prior to such damage, except
that Landlord shall not be, required to rebuild, repair or replace any part of the partitions, fixtures,
additions and other improvements which may have been placed in, on or about the Premises by
Tenant. If the Premises tirc untonantable in whole or in part following such damage, the rent
payable hereunder during the period in which it is untenantable shall be reduced to such extent as
may be fair and reasonable under all of the circumstances. If Landlord has not so restored or
repaired the Premises within five hundred and forty (540) days from the data of the casualty,
Tenant shall be untitled to terminate this Lease at any time by giving written notice thereof to
Landlord prior to the date that the Premises is so rebuilt or repaired.
Notwithstanding anything rontainod hereia to the contrary, in the event the holder of any
indebtedness secured by a mortgage or deed of trust covering the Premises requires that the
insurance proceeds apply to such indebtedness, thon Landlord shall have the right to terminate this
Lease by delivering written notice of termination to Tenant within fifteen (15) days after such
requirement is made by any such holder, whereupon all rights and obligatiows hereunder thereafter
accruing shall cease and terminate.
Anything in this Lease to the contrary notwithstanding, Landlord hereby releases and waives unto
Tenant (including all partners, stockholders, officers, directors, employees and agents thereof), its
successors and assigns, and Tenant hereby releases and waives unto Landlord (including all
partners, stockholders, officers, directors, employees and agents thereof), its successors and
assigns, all rights to oWm damages for any injury, loss, cost or damage to persons or to the
Premises or any other casualty, as long as the amount of such injury, loss, cost or damage (i) has
17S842v1

been paid either to landlord, Tenant, or any other person, firm or corporation, under the terms of
any Property, General Liability, or other polity of insurance, or (it) would have. been covered wader
any insurance required to be in place under the terms of this Lease, to the extent such releases or
waivers are permitted under applicable law. As respects all policies of insurance carried or
maintained pursuant to this Lease and to the extent permitted under such policies, Tenant and
Landlord each waive the insurance carriers' rights of subrogation
13. TCNANT'S COMPLIANCE - INSURANCE REQUIUMFNTS. Tenant shall
comply with all applicable laws, ordivanicts and regulations affecting the Premises
Throughout the term of this Lease, Tenant at its sole cost and expense shall keep or cause
to be kept for the mutual benefit of Landlord, Landlord's managing agent, if any, and Tenant (with
appropriate cross -liability endorsements so showing) through companies licensed to do business in
North Carolina having a Besfs rating of at least A-XIII (as the same may be adjusted from time to
time) public liability and property damage insurance with combined single limit coverage of at
least $25,000,000.00, which policies insure against all liability of Tenant, Tenant's authorized
representatives, and anyone for whom Tenant is responsible arising out of and in connection with
Tenant's use of the Premises, and shall insure Tenant's performance of the indemnity provisions
conWrned herein. Not more frequently Ham onee each year, Landlord may require the limits to be
increased if in its reasonable judgment (or that of its mortgagee) the coverage is insufficient.
Tenant shall also insure its personal property located in the Premises, and shall neither have nor
make any claim against Landlord for any loss or damage to the same, regardless of the cause
thereof. The proceeds from any such policy covering personal property shall be used by Tenant for
the replacerrrennt of Tenant's personal property.
Prior to taking possession of the Premises and thereafter at least ten (10) business days
prior to the renewal dates thereof, Tenant shall deliver to Landlord copies of original policies or
satisfactory certificates thereof_ All such pohoies shall be non -assessable and shall contain
language, to the extent obtainable, that (A) any loss shall be payable notwithstanding any act or
negligence of Landlord or Tenant that might otherwise result in forfeiture of the insurance, (B) that
the policies are primary and non-cowibuting with any insurance that Landlord :may carry, and (C)
drat they cannot be canceled or changed except after thirty (30) days notice to Landlord.
Tenant shall indemnify and hold Landlord harmless from and against any and all claims
resulting in bodily injury and/or property damage arising out of (A) Tenant's use of the Premises or
any other part thereof, (B) any activity, work, or other thing dune, permitted as suffered by Tenant
in or about the Premises, or any part thereof, (C) any breach or default by Tenant in the
performance of any of its obligations under this Lease, or (D) any act of negligence of Tenant, or
any officer, agent employee, contractor, servant, invitee or guest of Tenant; and in each case from
and against any and all damages, losses, liabilities, lawsuits, costs and expenses (including
attorneys' fees at all tribunal levels) arising in connection with any such claim or claims as
described in (A) through (D) above, or any action brought thereon. if such action be brought
against Landlord, Tenant upon notice from Landlord shall defend the same through counsel
selected by Tenant's insurer or other counsel, in each ease acceptable to landlord. Tenant assumes
all risk of damage or loss to its property or iulury or death to persons in, on or about the Premises,
from all causes except those for which the law imposes liability on Landlord regardless of any
attempted waiver thereof, and Tenant hereby waives such claims in respect thereof against
Landlord. The provisions of this paragraph shall survive the termination of this Lease.
Landlord shall indemnify and hold Tenant harmless from and against any and ail claims
resulting in bodily injury and/or property damage arising out of. (A) any activity, work, or other
r7ssa2vr

thing done, permitted or suMred by Landlord in or about the Premises, or any part thereof, (0) any
breach or default by Landlord in the performance of any of its obligations under this Lease, or (C)
any act of negligence of Landlord, or any officer, agent, employee, connractor, servant, mvitce or
truest of Landlord; and in each case from and against any and all damages, losses, liabilities,
lawsuits, coats and expenses (including attorneys' fees at all tribunal levels) arising in connection
with any such claim or clam as described in (A) through (C) above, or any action brought
thereon. If such action be brought against Tenant; Landlord upon notice from Tenant shall defend
the same through counsel selected by Landlord`s insurer or other counsel, in each case acceptable
to Tenant. The provisions of this paragraph shall, survive the termination of this lease.
14. CONDEM A-110N, If the whole or any substantial part of the Premises should
be taken for any public or quasi -public use under governmental law, ordinance, or regulation, or by
right of eminent domain, or by private purchase in lieu thereof and the taking would prevent or
materially interfere with the use of the Premises for the purpose for which they are being used, this
Lease, at Tenant's election, shall terminate and the rent shall be abated during the unexpired
portion of this Lease, of ective when the physicall taking of the Premises shall occur.
If part of the Premises shall be taken for any public or quasi -public use under any
governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase
in lieu thereof, and this Lease is not terminated as provided m this section 14, this Lease shall not
terminate but the rent payable hereunder during the unexpired portion of this Lease shall be
reduced to such extent as may be fatr and reasonable under all of the circumstances.
In the event of any such taking or private purchase in heu thereof, Landlord shall be
entitled to receive and retain all awards as may be awarded in any condemnation proceedings other
than those specifically awarded Tenant for the taking of Tenant's personal property, improvements
and/or alterations made by and paid for by Tenant after the date of this Lease, lass of business and
moving expenses.
15. IROLDINCr OVER If Tenant Bolds over and remains in possession of the
Premises after the expiration of the Lease, the hold over tenancy shall be deemed a month -to -
month tenaixay and subject to termination by Landlord at any time upon not less than thirty (30)
days advance written notice, or by Tenant at any time upon not less than thirty (30) clays advance
written notice, and all of the other terms and provisions of this Lease shall be applicable during that
period, except that Tenant shall pay Landlord from time to time upon demand, as rental for the
period of any hold over, an amount equal to one and one-fourth (1.25) times the rent in effect on
the termination date, computed on a daily basis for each day of the hold over period.
Notwithstanding the foregoing, if Landlord gives Tenant at least thirty (30) clays written notice
prior to the expiration of the Lease that Tenant must vaeate the Premises on the lease termination
date, any holding over by Tenant shall be deemed to be, a tenancy at suffGranec and not a month -to -
month tenancy and Landlord shall be entitled to all remedies at law. No holding over by Tenant,
whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise
expressly provided The preceding provisions of this Paragraph 15 shall not be construed as
Landlord's consent to hold over
16. QUIET MQ_XMENT. Landlord represents and warrants that it has full right and
authority to enter into this Lease and that Teriant, upon paying the rental herein set forth and
performing its other covenants and agreements hereto set forth, shall peaceably and quietly bave,
hold and enjoy the Premises for the term hereof without hindrance or molestation from Landlord,
subject to the terms and provisions of this Lease.
i7$942vi

17 EVENTS OF DEFAULT. The following events shall be deemed to be events of
default by Tenant under this Lease. -
Tenant shall fail to pay any installment of the rent or additional rentals herein reserved by
the date that such payment is due, provided Landlord shall give Tenant written notice of any such
default and Tenant shall have ten (10) days from the receipt of such written notice to cure said
default, provided further that Tenant shall not be entatied to more than two (2) such notice and cure
periods within any hvelve (12) month period.
Tenant shall become insolvent, or shall make a transfer in fraud of creditors, or shall ;make
an assignment for the benefit of creditors.
Tenant shall file a petition under any section or chapter of the Bankruptcy Reform Act, as
amended or under any similar law or statute of the United States or any state thereof, or Tenant
shall be adjudged bankrupt or insolvent in proceedings filed against Tenant thereunder.
A receiver or trustee shall be appointed for all or substantially all of the assets of Tenant.
Tenant shall desert or vacate any substantial portion of the Premises.
Tenant shall fail to comply with any term, provision or covenant of this Lease (other than
the foregoing in this section 17), and shall not cure such failure within thirty (30) days after written
notice thereof to Tenant provided, however, that in the event such default cannot reasonably be
cured within said thirty (30) day period, Tenant shall be deemed to be in compliance with this
subparagraph if it pursues all reasonable means to cure and such default is in fact cured within
ninety (90) days after written notice to Tenant
18. REMEDIES. Upon the occurrence of any such events of default in section 17
hereof, and provided that such event of default remains uncured after the expiration of any
applicable notice and cure period, Landlord shall have the option to pursue any one or more of the
following remedies without any notice or demand whatsoever:
Terminate this Lease, in which event Tenant shall immediately surrender the Premises to
Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which
it may have for possession or arrearages in rent, enter upon and take possession of'the Premises and
expel and remove Tenant and any other person who may be occupying the Premises or any part
thereof, by force if necessary, without being liable for prosecution or any claim of damages
therefor; and Tenant agrees to pay to Landlord on demand the amount of all loss and damage which
Landlord may suffer by reason of such termination, whether through inability to relet the Premises
or otherwise
Enter upon and take possession of the Premises and expel or remove Tenant and any other
person who may be occupying such Promises or any part thereof, by force if necessary, without
being liable for prosecution and receive the rent thereof; and Tenant agrees to pay to Landlord on
demand any deficiency that may arise by reason of such resetting. In the event Landlord is
suecessfW in xelettiug the Premises at a rental in excess of that agreed to be paid by Tenant
pursuant to the terms of this Lease, Landlord and Tenant each mutually agree that Tenant shall not
be entitled, under any circumstances, to such excess rental, and Tenant does hereby specifically
waive any claim to such excess rental.
M842vI

Declare immediately due and payable the entire amount of all Rent then remaining to be
paid under this Lease for the balance of the Lease Term, discounted at the rate of ten percent (10°/a)
per year, which amount shall be offset by the amount of rent that Landlord would be able to collect
by reletting the Premises less the expenses that would be incurred in reletting the Premises
(including without limitation the amortized portion of tenant improvements and reasonable
attorneys fees that apply to the remaining Lease Term, which such amounts shall be amortized over
the term of such new lease for which the Landlord would be able to relet the Premises), and taking
into amount the time that it would take to find a new tenant, which amount shall also be discounted
at the rate of ten percent (10111o) per year. This provision shall not otherwise affect Tenant's
monthly obligation to pay additional rent as provided herein.
Enter upon the Premises, by force if necessary, without being liable for prosecution or any
claim for damages therefor, and do whatever Tenant is obligated to do under the term of this Lease;
and Tenaut agrees to reimburse Undiord, on demand for any expenses which Landlord may incur
in thus effecting compliance with that which Tenant is obligated to do under the terms of this
Lease; and Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may
incur in thus effecting compliance with Tenant's obligations under this Lease, and Tenant further
agrees that Landlord shall not be liable for any damages resulting to Tenant from such action,
whether caused by the negligence of Landlord or otherwise.
Landlord shall have the duty to pursue all reasonable means to mitigate any damages to it
incurred as a result of any event of default hereunder.
Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other
remedies herein provided by law or equity, nor shall pursuit of any remedy herein provided
constitute a forfeiture or waiver of any rent due to Landlord hereunder or of any damages accruing
to Landlord by reason of the violation of any of the terms, provision and covenants herein
contained. No act or thing done by Landlord or its agents during the term hereby granted shall be
deemed a termination of this Lease or an acceptance of the surrender of the Premises, and no
agreement to terminate this Lease or accept a surrender of the Premises shall be valid unless in
writing signed by Landlord. No waiver by Landlord of any violation or broach of any of the terms,
provisions and covenants herein contained shall be deemed or construed to constitute a waiver of
any other violation or breach of any of the term, provisions and covenants hereon contained.
Landlord's acceptance of the payment of rental or other payments hereunder alter the occurrence of
an event of default shall not be construed as a waiver of such default, unless Landlord so notifies
Tenant in writing, and no receipt of money by Landlord from Tenant after the termination of this
Lease or after service of any notice or after the commencement of any suit or after final judgment
for possession of the Premises shall reinstate, continue or extend the term of this Lease or affect
any such termination, notice, suit or judgment, unless Landlord so notifies Tenant in writing.
Forbearance by Landlord to enforce one or more of the remedies herem provided upon an event of
default shall not be deemed or construed to constitute waiver of such default or of Landlord's right
to enforce any such remedies with respect to such default or any subsequent default. If, on account
of any breach or default by Tenant or Landlord in regard to the obligations under the terms and
conditions of this Lease, d shall become necessary or appropriate for the non -defaulting party to
employ or consult with an atltomzy concerning sui,-h bar=h or default by the defaulting party, or to
enforce or defend any of the non -defaulting party's rights or remedies hereunder, the defaulting
party agrees to pay any reasonable attorneys' fees so incurred
19. Intentionally Deleted
17584Zv[

20. MORTGAGES. Tenant accepts this Lease subject and subordinate to any
mortgage(s) and/or deeds of trust now or at any time hereafter constituting alien or charge upon
the Premises or the improvements situated thereon; provided, however, that if the mortgagee,
trustee, or holder of any such mortgage or deed of trust elects to have TzzmVs interest m this Lease
superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder,
this Lease shall be deemed superior to such lien, whether this Lease was executed before or after
said mortgage or deed of trust. Tenant shall at any time hereafter on demand execute any
instruments, releases or other documents which may be required by any mortgagee or trustee for
the purpose of further subjecting and subordinating this Lease to the lien of any such mortgage or
deed of trust, provided that such mortgagee or trustee agrees in such document that it will not
disturb Tenant's possession provided that Tenant is not in default of this Lease. Provided further,
however, that Tenant shall state, with particularity, any claim, offsets or defenses it has against
Landlord.
2L M1:.CH"IC'S LIENS, Tenant shall have no authority, express or implied, to
create or place any lien or encumbrance of any kind or nature Nvlaatsoever upon, or m any manner
to bind, the interest of Landlord in the Premises or to charge the rentals payable hereunder for any
claim in favor of any person dealing with Tenant, including those who may furnish materials or
perform labor for any construction or repairs, and each such claim shall affect and each such lien
shall attach to, if at all, only the leasehold interest granted to Tenant by this instruinent. Tenant
covenants and agrees that it will pay or cause to be paid all, sums legally due and payable by it on
account of any labor performed or materials furnished in connection with any work performed on
the Premises on which any hen is or can be validly and legally asserted against its leasehold
interest in the Premises or the improvements thereon and that it will save and hold Landlord
harmless from any and all loss, cost or expense based on or arising out of asserted claims or liens
against the leasehold estate or against the right, title and interest of Landlord in the Premises or
under the terms of this Lease, provided that Tenant's releasing such lien based upon the issuance of
a bond pursuant to North Carolina law shall be deemed curing such default.
22. NOTICES, Each provision of this instrument or of any applicable governmental
laws, ordinances, regulations and other requirements with reference to the sending, mailing or
delivery of any notice by Landlord to Tenant or with reference to the sending, mailing or delivery
of any notice or the making of any payment by Tenant to Landlord shall be deemed to be complied
with when and if the following steps are taken:
All .resat and other payments required to be made by Tenant to Landlord hereunder shall be
payable to Landlord at the address herein below set forth or at such other address as Landlord may
specify from time to time by written notice delivered in accordance herewith. Tenant's obligations
to pay rent and any other amounts to Landlord under the terms of this Lease shall not be deemed
satisfied until such rent and other amounts have been actually received by Landlord
Any notice or document required or permitted to be delivered hereunder shall be deemed to
be. delivered whether actually received or not three (3) business days after being deposited in the
United States Mail postage prepaid, Certified or Registered Mail, return receipt requested,
addressed to the parties hereto at the respective addresses set out below, or at other such address as
they have theretofore specified by written notice delivered in accordance herewith.
17ss42v1

LANDLORD:
Avoca Farms, Inc.
438 Yeopim Road
Edenton, North Carolina 27957
Attention: David M. Poele
TENANT
Avoca, Inc.
Post Office Box 129
Merry Hill, North Carolina 27957
Attention: David M. Peele
If and when included within the term "Landlord", as used in this instrument, there is more
than one person, firm or corporation, all shall jointly arrange among themselves for their joint
execution of such a notice specifying some individual at some specific address for the receipt of
notices and payments to Landlord; if and when included within the term "Tenant", as used in this
instrument, there is more than one person, firm or corporation, all shall jointly arrange among
themselves for their lowt execution of such a notice specifying some individual at some specific
address within the continental United States for the receipt of notices to Tenant. All parties
included within the terms "Landlord" and "Tenant", respectively, shall be bound by notices given
m accordance with the provisions of this section 22 to the same effect as if each had received such
notices.
23. BROKERS CLAUSE. The parties agree that no broker was instrumental in
bringing about this Lease. Both parties represent to each other that they had no negotiations with a
broker concerning the renting of the Premises and agree to indemnify each other with respect to
said representation..
24. HAZARDOUS MATlaRU S. Tenant agrees that it will not place, hold, or
dispose of any Ilazardous Material (as hereinafter defined) on, under or at the Premises and that it
will not use the Premises or any other portion thereof as a treatment, storage, or disposal (whether
permanent or temporary) site for any Hazardous Material, except that Tenant shall have the right to
use and store at the Premises any Hazardous Materials used in its business operations which are
ordinary and customary for such business operations and use, so long as such use and stone is in
compliance with all applicable laws and with the terms of this Lcasc and so long as Tenant does
not dispose of such Hazardous Materials at the Premises. Tenant further agrees that it will not
cause or allow any asbestos to be incorporated into any improvements or alterations which it makes
or causes to be made to the Premises. Tenant hereby agrees to and does indemnity Landlord against
any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind
whatsoever (including without limitation, court costs and attorneys' fees) which at any time or from
time to time may be paid, incurred or suffered by, or asserted against Landlord for, with respect to,
or as a direct or indirect result of (i) any breach by Tenant of tho foregoing covenants or (ii) to the
extent caused or allowed by Tenant or any agent, employee, invitee, or licensee of Tenant, the
presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release
from, onto, or into the Premises, the atmosphere, or any watercourse, body of water, or
groundwater, of any Hazardous Material (including, without limitation, any losses, liabilities,
damages, injuries, costs, expenses or claims asserted or arising under the Comprehensive
17S841v1

Environmental Response, Compensation and Liability Act, any so-called "Superf md" or
"Superlion" law, or any other Federal, State, Local or other statute, law, ordinance, code, rule,
regulation, order or decree regulating, relating to or imposing liability or standards of conduct
concerning any Hazardous Material); and the provisions of and undertakings and indemnification
set out in this section 24 shall survive, the early termination or expiration of this Lease, and shall
continue to be a personal liability, obligation and indemnifcation of Tenant, binding upon Tenant
for a period of two years following such early termination or expiratioa of this Lease. The
provisions of the preceding sentence shall govern and control over any inconsistent provisions of
this Lease. For purposes of this pease, "Hazardous Material" means and includes any hazardous
substance or any pollutant or contaminant defined as such in (or for purposes of) the
Comprehensive Environmental Response, Compensation, and Liability Act, any so-called
"Superfund" or "Superlien" law, the Toxic Substances Control Act, or any other Federal, State,
Local or other statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to,
or imposing liability or standards of conduct concoming, any hazardous, toxic or dangerous waste,
substance or material, as now or at any time hereafter is in effect, or any other hazardous, toxic or
dangerous, waste, substance or material.
25. MiSCELLANE US. Words of any gender used in this Lease shall be held and
construed to rnctude any other gender and words in the singular number shalt be held to inaludc the
plural, unless the context otherwise required.
The terms, provisions, covenants and conditions contained in this Lease shall apply to,
inure to the benefit of, and be binding upon the parties hereto and upon their respective heirs, legal
representatives, successors and permitted assigns, except as otherwise herein expressly provided.
Landlord shall have the right to assign any of its rights and obligations under this Lease. Each party
agrees to furnish to the other, promptly upon demand, a corporate resolution, proof of due
authorization by partners, or other appropriak doe mentation evidencing the due authorization of
such patty to enter into this Lease.
The captions inserted in this Lease arc for convemence only and in no way define, limit or
otherwise describe the scope or intent of this Leaso, or any provision hereof, or in any way affect
the interpretatiort of this Lease.
Tenant agrees from time to time, within ten (10) business days after request of'Landlord, to
deliver to Landlord, or Landlord's designee, an estoppel certificatre stating that this Lease is in full
force and effect, the date to which rent has been paid, the unexpired torn of this Lease and such
other matters pertaining to this Lease as may be requested by Landlord. It is understood and agreed
that Tenant's obligation to furnish such estoppel certificates in a timely fashion is a material
inducement for Landlord's execution of this Lease.
This Lease may not be altered, changed or amended except by an instrument in writing
signed by both parties hereto.
All obligations of Ten t hereunder not fully performed as of the expiration or earlier
ten-nination of the term of this Lease shall survive the expiration or earlier termination of the term
hereof, including, without limitation, all payment obligations concerning the condition of the
Premises. Tenant shall also, prior to vacating the prenuses, pay to Landlord the amount, as
estimated by Landlord, of Tenant's obligation hereunder for real estate taxes for the year in whieh
the Lease expires or tc mivates All such amounts shall be used and held by Landlord for payment
of such obligations of Tenant hereunder, with Tenant being liable for any additional costs therefor
upon demand by Landlord, or with any excess tti be returned to Tenant, after all sueh obligations
175842v1

have been determined and satisfied, as the ease may be. Any security deposit held by Landlord
shall be credited against the amount payable by Tenant under this paragraph
In the event of a transfer by Landlord of its interest in the Premises and the assumption in
writing by Landlord's transferee of Landlord's obligations under the terms of this Lease, then in
such event Landlord shall be released from any further obligations and liabilities under tho terms of
this Lease for matters occurring alter the date of such transfer.
If any clause or provision of this Lease is illegal, invalid or unenforceable under present or
future laws effective during the term of this Lease, them and in that event, it is the intention of the
parties hereto that the remainder of this Lease shall not be affected thereby, and it is also the
intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is
illegal, invalid or unenforceable, there be added as a part of this Lease contract a clause or
provision as similar in terms to such Illegal, invalid or unenforceable clause or provision as may be
possible and be legal, valid and enforceable.
All references ;in this Lease to "the date hereof' or similar references shall be deemed to
refer to the date as contained in the first paragraph of this lease.
Time is of the essence of this Lease.
This Lease shall be governed, controlled and construed in accordance with the laws of the
State of North Carolina, The state courts located in Bertie County and Wake County, North
Carolina and the federal courts located within the Eastern 'District of North Carolina shall have
exclusive jurisdiction over any matters arising out of this Lease,
IN W['I'NESS WflERTF, the Landlord and. the Tenant have executed this Lose as of the
day of // _ mm , 2003.
(Signature page attached hereto)
175842A

Signature Page to Lease
Regarding Bertie County Property
LANDLORD:
Avoca Technical dDelawate, Inc.,
a Ddaw
By:
Nww:
Title:
TENANT:
Avoca, Inc-,
a North Ca lion corpora ion
By:
I�Iariie:1�
Title:
175842VI

Exhibit #2 to lease between Avoca Technical of Delaware, Inc and Avoca, Inc.
January 1, 2005
Reference is made to the lease between Avoca Technical of Delaware and Avoca, Inc dated April 1, 2003.
The original spray field (Avoca ##2, consisting of 15.25 acres) is included in the original lease. This Exhibit
adds the new spray irrigation field (Avoca #35, consisting of 33 5 acres).
Avoca Technical of Delaware, Inc
David M Peele
President
Avoca, Inc.
David M. Peele
President