SW3170604 - Deal Road Subdivision (3)

OPERATING AGREEMENT
OF
Deal Road Ventures, LLC
Dated as of December 12, 2016
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
LAWS. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR
OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND
THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED OR
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR CONFIRMED
THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE
SUBSEQUENT TRANSFER OF THE UNITS WILL BE SEVERELY RESTRICTED BY THE
TERMS OF THE OPERATING AGREEMENT. IN ADDITION, PURCHASERS SHOULD BE
AWARE THAT THE PROVISIONS OF RULE 144 PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, WILL NOT BE AVAILABLE AT SUCH TIME AS
A PURCHASER DESIRES TO DISPOSE OF THE SECURITIES BEING OFFERED HEREBY.

TABLE OF CONTENTS
Page
1. DEFINITIONS; INTERPRETATION............................................................................................1
1.1
Definitions.........................................................................................................................1
1.2
Accounting Terms and Determinations.............................................................................4
1.3
Interpretation......................................................................................................................
4
1.4
Manager's Standard of Care..............................................................................................4
2. ORGANIZATION..........................................................................................................................
4
2.1
Continuation of Limited Liability Company; Term...........................................................4
2.2
Name..................................................................................................................................4
2.3
Purpose..............................................................................................................................
5
2.4
Principal Office..................................................................................................................5
2.5
Registered Agent; Registered Office.................................................................................
5
2.6
Fiscal Year.........................................................................................................................
5
2.7
Organizational Certificates and Other Filings...................................................................
5
3. MEMBERS, INTERESTS..............................................................................................................5
3.1
Members............................................................................................................................
5
3.2
Admission of Additional Members....................................................................................6
3.3
Limited Liability of Members............................................................................................6
3.4
Company Property; Interest...............................................................................................6
4. CAPITAL
CONTRIBUTIONS......................................................................................................6
4.1
Capital Contributions.........................................................................................................6
5. CAPITAL
ACCOUNTS, ALLOCATIONS...................................................................................7
5.1
Capital Accounts................................................................................................................7
5.2
Allocations to Capital Accounts........................................................................................7
5.3
Tax Allocations..................................................................................................................9
5.4
Determinations by the Managers.....................................................................................10
6. DISTRIBUTIONS
........................................................................................................................10
6.1
No Right to Withdraw......................................................................................................10
6.2
Distributions.....................................................................................................................10
6.3
Distributions in Kind.......................................................................................................10
6.4
Restrictions on Distributions............................................................................................11
6.5
Withholding.....................................................................................................................11
6.6
Record Holders................................................................................................................11
6.7
Final Distribution.............................................................................................................11
0

TABLE OF CONTENTS
(continued)
Page
7.
MANAGEMENT..........................................................................................................................12
7.1
Managers..........................................................................................................................12
7.2
Designation of Tax Matters Partner.................................................................................13
7.3
Other Activities of the Members......................................................................................13
7.4
Conflicts of Interest.........................................................................................................14
7.5
Expenses..........................................................................................................................14
8.
BOOKS OF ACCOUNT, RECORDS AND BANKING.............................................................14
8.1
Maintenance of Books and Records, Etc.........................................................................14
8.2
Tax Information...............................................................................................................14
9.
REPRESENTATIONS
AND TRANSFERABILITY OF COMPANY INTERESTS .................15
9.1
Representations of Members............................................................................................15
9.2
Withdrawals and Assignments.........................................................................................15
9.3
Covenants of Members....................................................................................................17
10.
INDEMNIFICATION OF MEMBERS........................................................................................17
10.1
Indemnification................................................................................................................17
10.2
Obligations of the Members.............................................................................................17
10.3
Not Liable for Return of Capital......................................................................................18
11.
DURATION AND TERMINATION OF THE COMPANY........................................................18
11.1
Event of Termination.......................................................................................................18
11.2
Winding-Up.....................................................................................................................18
11.3
Distributions in Cash or in Kind or a Winding Up..........................................................19
11.4
Time for Liquidation........................................................................................................19
11.5
Termination......................................................................................................................19
12.
MISCELLANEOUS.....................................................................................................................19
12.1
Waiver of Partition...........................................................................................................19
12.2
Entire Agreement.............................................................................................................19
12.3
Amendments....................................................................................................................19
12.4
Dispute Resolution; Arbitration.......................................................................................19
12.5
CHOICE OF LAW..........................................................................................................20
12.6
Successors and Assigns...................................................................................................20
12.7
Severability......................................................................................................................20
12.8
Counterparts.....................................................................................................................20

,r ,
TABLE OF CONTENTS
(continued)
12.9 Non-Waiver...................................................................................
12.10 Notices...........................................................................................
12.11 Confidentiality...............................................................................
12.12 Entity Classification.......................................................................
12.13 Survival..........................................................................................
12.14 Company Counsel..........................................................................
IM
Page
............................ 20
............................ 20
............................ 20
............................ 21
............................ 21
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OPERATING AGREEMENT
OF
Deal Road Ventures, LLC
Dated as of December 12, 2016
This OPERATING AGREEMENT OF Deal Road Ventures, LLC is entered into as of
December 12, 2016, by and among Deal Road Ventures, LLC, a North Carolina limited liability company
(the "Company"), and the Persons listed as Members on Schedule A, as such Schedule may be amended
from time to time (the "Members").
RECITALS
WHEREAS, the Company was formed pursuant to Articles of Organization, dated as of
December 12, 2016, which were filed for recordation in the office of the Secretary of State of the State of
North Carolina on December 7, 2016; and
WHEREAS, Members desire to adopt this Agreement to govern the business and affairs of the
Company and the Members.
NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and
intending to be legally bound hereby, the parties agree as follows:
1. DEFINITIONS; INTERPRETATION.
1.1 Definitions. As used herein the following terms shall have the following respective
meanings:
"AAA" has the meaning set forth in Section 12.4.
"Act" has the meaning set forth in Section 2.1(a).
"Additional Member" has the meaning set forth in Section 3.2(a).
"Affiliate" means with reference to any Person, any other Person of which such Person is a
member, director, officer, manager, general partner or employee or any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such Person.
"Agreement" means this Operating Agreement, as further amended, restated, supplemented or
otherwise modified from time to time as provided herein.
"Arbitrator Designation Period" has the meaning set forth in Section 12.4.
"Assignment" has the meaning set forth in Section 9.2(b).
"Authorized Representative" has the meaning set forth in Section 12.11.
"Book Value" means, with respect to any Company asset, the asset's adjusted basis for federal
income tax purposes, except that the Book Values of all Company assets shall be adjusted to equal their
respective Fair Market Values, in accordance with the rules set forth in Section 1.704-1(b)(2)(iv)(f) of the
Treasury Regulations, except as otherwise provided herein, immediately prior to: (a) the date of the

acquisition of any additional Interest by any new or existing Member in exchange for more than a de
minimis Capital Contribution; (b) the date of the actual distribution of more than a de minimis amount of
Company property (other than a pro rata distribution) to a Member; or (c) the date of the actual
liquidation of the Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury
Regulations; provided that adjustments pursuant to clauses (a) and (b) above shall be made only if the
Managers determine, in their sole discretion, that such adjustments are necessary or appropriate to reflect
the relative economic interests of the Members. The Book Value of any Company asset distributed to any
Member shall be adjusted immediately prior to such distribution to equal its Fair Market Value. The
Book Value of any Company asset shall be adjusted to reflect any write-down.
"Business Day" means any day excluding a Saturday, a Sunday and any other day on which
banks are required or authorized to close in North Carolina.
"Capital Account" means an account to be established and maintained by the Company for each
member in accordance with the provisions of Section 5.1.
"Capital Contribution" means, with respect to any Member, the aggregate amount of money
contributed by such Member to the Company. The principal amount of any promissory note that is not
readily tradeable on an established securities market and that is contributed to the Company by the maker
of the note shall not be considered a Capital Contribution by (or included in the Capital Account of) any
Member until the Company makes a taxable disposition of the note or until (and to the extent) principal
payments are made on the note, all in accordance with Treas. Reg. § 1.704-1(b)(2)(iv)(d)(2).
"Code" means the Internal Revenue Code of 1986, as the same may be hereafter amended from
time to time.
"Company" has the meaning set forth in the introduction to this Agreement.
"Confidential Matter" has the meaning set forth in Section 12.11.
"Damages" means any and all damages, disbursements, suits, claims, liabilities, obligations,
judgments, fines, penalties, charges, amounts paid in settlement, costs and expenses (including, without
limitation, attorneys' fees and expenses) arising out of or related to litigation and interest on any of the
foregoing.
"Event of Termination" has the meaning set forth in Section 11.1.
"Exchange Act" means the Securities Exchange Act of 1934, as the same may be hereafter
amended from time to time.
"Fiscal Year" has the meaning set forth in Section 2.6.
"GAAP" means generally accepted accounting principles in the United States of America as in
effect from time to time.
"Governmental Authority" means any nation or government, any state or other political
subdivision thereof and any other Person exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.
"Indemnitees" has the meaning set forth in Section 10.1.
2

"Interest" means the entire limited liability company interest owned by a Member in the
Company at any particular time, including the right of such Member to any and all benefits to which a
Member may be entitled as provided in this Agreement, together with the obligations of such Member to
comply with all the terms and provisions of this Agreement.
"Internal Revenue Service" means the Internal Revenue Service or its successor.
"Investment Company Act" means the Investment Company Act of 1940, as the same may be
hereafter amended from time to time.
"Liquidation Representative" has the meaning set forth in Section 11.2.
"Majority in Interest" means, with respect to all or a specified group of Members, such of those
Members as hold more than 50% of the aggregate Percentage Interests held by all or the specified group
of Members, as the case may be.
"Manager" or "Managers" has the meaning set forth in Section 7.1(a).
"Members" has the meaning set forth in the introduction to this Agreement.
"Net Income" and "Net Loss" means each Fiscal Year or other period, the taxable income or loss
of the Company, or particular items thereof, determined in accordance with the accounting method used
by the Company for federal income tax purposes with the following adjustments: (a) all items of income,
gain, loss, deduction or expense specially allocated pursuant to this Agreement (including Section 5.2)
shall not be taken into account in computing such taxable income or loss; (b) any income of the Company
that is exempt from federal income taxation and not otherwise taken into account in computing Net
Income and Net Loss shall be added to such taxable income or loss; (c) if the Book Value of any asset
differs from its adjusted tax basis for federal income tax purposes, any gain or loss resulting from a
disposition of such asset shall be calculated with reference to such Book Value; (d) upon an adjustment to
the Book Value of any asset pursuant to the definition of Book Value, the amount of the adjustment shall
be included as gain or loss in computing such taxable income or loss; (e) if the Book Value of any asset
differs from its adjusted tax basis for federal income tax purposes the amount of depreciation,
amortization or cost recovery deductions with respect to such asset for purposes of determining Net
Income and Net Loss shall be an amount which bears the same ratio to such Book Value as the federal
income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis
(provided that if the federal income tax depreciation, amortization or other cost recovery deduction is
zero, the Managers may use any reasonable method for purposes of determining depreciation,
amortization or other cost recovery deductions in calculating Net Income and Net Loss); and (f) except
for items in (a) above, any expenditures of the Company not deductible in computing taxable income or
loss, not properly capitalizable and not otherwise taken into account in computing Net Income and Net
Loss pursuant to this definition, shall be treated as deductible items.
"Percentage Interest" means, with respect to each Member, the percentage interest for each
Member set forth opposite the name of the Member on Schedule A until adjusted by the agreement of the
Members or as otherwise provided herein.
"Person" means an individual, partnership, corporation, limited liability company, joint venture,
trust, Governmental Authority or other entity.
"Pro Rata" has the meaning set forth in Section 4.1(b).

"Rules" has the meaning set forth in Section 12.4.
"Schedule K-1" means the Internal Revenue Service Schedule K-1.
"Securities Act" means the Securities Act of 1933, as amended.
"Tax Matters Partner" has the meaning set forth in Section 7.2.
"Treasury Regulations" means the Income Tax Regulations promulgated under the Code, as the
same may be hereafter amended from time to time.
1.2 Accountinll Terms and Determinations. All accounting terms used in this Agreement
and not otherwise defined shall have the meaning accorded to them in accordance with GAAP and, except
as expressly provided herein, all accounting determinations shall be made in accordance with GAAP,
consistently applied.
1.3 Interpretation. References to a "Schedule" or an "Exhibit" are, unless otherwise
specified, to a Schedule or an Exhibit attached to this Agreement and references to a "Section" or a
"subsection" are, unless otherwise specified, to a section or a subsection of this Agreement. Wherever
from the context it appears appropriate, each term stated in either the singular or the plural shall include
the singular and the plural, and pronouns stated in the masculine, the feminine or neuter gender shall
include the masculine, the feminine and the neuter. Captions contained in this Agreement are inserted
only as a matter of convenience and in no way define, limit or extend or otherwise affect the scope or
intent of this Agreement or any provision hereof.
1.4 Manager's Standard of Care. Whenever in this Agreement the Managers are permitted
or required to make a decision (a) in their "sole and absolute discretion," "sole discretion," "discretion"
or under a grant of similar authority or latitude, each Manager shall be entitled to consider such interests
and factors as it desires, including its own interests, and the Managers shall not have any duty or
obligation to give any consideration to any interest of or factors affecting the Company or any other
Person, or (b) in their "good faith" or under another express standard, the Managers shall act under such
express standard and shall not be subject to any other or different standard imposed by this Agreement or
other applicable law, provided that in each case referred to in this Section 1.4, the Managers shall take
into account the interests of the Company and the Members taken as a whole.
2. ORGANIZATION.
2.1 Continuation of Limited Liability Company; Term.
(a) The parties to this Agreement hereby agree to continue the Company as a limited
liability company pursuant to the provisions of the North Carolina Limited Liability Company Act, as
amended from time to time (the "Act"), and in accordance with the further terms and provisions of this
Agreement.
(b) The term of the Company commenced on the date the Articles of Organization of
the Company were filed with the Secretary of State of the State of North Carolina and shall continue in
perpetuity until the dissolution of the Company pursuant to Section 11.
2.2 Name. The name of the Company shall be "Deal Road Ventures, LLC" or such other
name or names as may be selected by the Managers from time to time in their sole discretion, and the
Company's business shall be carried on in such name with such variations and changes as the Managers
11

deem necessary to comply with requirements of the jurisdictions in which the Company's operations are
conducted.
2.3 Purpose. The purpose of the Company is to engage in any lawful act or activity for
which limited liability companies may be organized under the Act.
2.4 Principal Office. The Company's principal office is currently at 5615 Potter Road,
Matthews, NC 28104. The Company may establish and change its principal office from time to time as
determined by the Managers.
2.5 Registered Agent; Registered Office. The Company's registered agent and registered
office are set forth in the Articles of Organization and may be changed from time to time by filing the
address of the new registered office, the name of the new registered agent or both. with the Secretary of
State of the State of North Carolina pursuant to the Act.
2.6 Fiscal Year. The Fiscal Year of the Company (the "Fiscal Year") shall end on the 31st
day of December in each year. The Managers shall have the authority to change the ending date of the
Fiscal Year to any other date required or allowed under the Code if the Managers, in their sole discretion,
shall determine such change to be necessary or appropriate. The Managers shall promptly give notice of
any such change to the Members.
2.7 Organizational Certificates and Other Filings.
(a) Authorily. The Managers are hereby authorized to execute or cause to be
executed all instruments, certificates, notices and documents, and to do or cause to be done all such filing,
recording, publishing and other acts as may be deemed by the Managers, in their sole discretion, to be
necessary or appropriate from time to time to comply with all applicable requirements for the formation
or operation or, when appropriate, termination of a limited liability company in the State of North
Carolina and all other jurisdictions where the Company does or shall desire to conduct its business.
(b) Further Assurances. If requested by the Managers, each Member shall
immediately execute all certificates and other documents consistent with the terms of this Agreement
necessary for the Managers to accomplish all filing, recording, publishing and other acts as may be
appropriate to comply with all requirements for: (i) the formation and operation of a limited liability
company under the laws of the State of North Carolina, (ii) if the Managers deem it advisable, the
operation of the Company as a limited liability company, and (iii) all other filings required to be made by
the Company.
3. MEMBERS, INTERESTS.
3.1 Members.
(a) There shall be one class of Interest in the Company, and there shall be one class
of Member. The Members and their respective Percentage Interest and Capital Contributions shall be set
forth on Schedule A.
(b) The Managers shall cause Schedule A to be amended from time to time to reflect
the admission of any Member, the removal or withdrawal of any Member for any reason or the receipt by
the Company of notice of any change of name of a Member.

3.2 Admission of Additional Members.
(a) The Managers may admit additional Members (an "Additional Member") to the
Company with the written consent of a Majority in Interest of the Members. Such Additional Member
shall (i) execute a counterpart of this Agreement and such other instruments as the Managers may
reasonably deem necessary or appropriate to confirm the undertaking of such Additional Member to be
bound by all the terms and provisions of this Agreement and (ii) pay or undertake to pay all expenses
incurred by the Company in connection with such admission, in each case in such amounts, if any, as may
be required by the Managers in their sole discretion.
(b) In connection with the admission of any new Member and in accordance with
Section 3.1, Schedule A shall be updated and each Member's Percentage Interest shall be modified in
accordance with the admission of such new Member and this Agreement, as applicable.
(c) In connection with the admission of any new Member, the Managers shall
determine (i) the amounts, if any, that such new Member needs to pay to the Company and/or the existing
Members, (ii) the amounts, if any, that shall be remitted to the previously existing Members, (iii) the tax
and accounting treatment for all such payments and remittances, and (iv) the valuation of the Company's
assets and the resulting impact on all Members' Capital Accounts; provided, that in all such
determinations the Managers shall treat all Members similarly.
3.3 Limited Liability of Members. No Member shall (a) be personally liable for any debts
or losses of capital or profits of the Company solely by reason of being a Member of the Company or
(b) be required to contribute or lend funds to the Company, other than the initial Capital Contributions,
contributions required by Section 6.5 and Section 10.2, or amounts wrongfully distributed to such
Member to the extent such Member is liable therefore under Section 57C-4-07 of the Act. In addition, the
Members shall not be liable for the return of any Member's Capital Contribution, and upon dissolution,
the Members shall look solely to the assets of the Company for return of each Member's Capital
Contributions.
3.4 Company Property; Interest. No real or other property of the Company shall be
deemed to be owned by any Member individually but shall be owned by and title shall be vested solely in
the Company. The Interests of the Members shall constitute personal property.
4. CAPITAL CONTRIBUTIONS.
4.1 Capital Contributions.
(a) To the extent a Member or terminated Member is required by law to pay a
Company liability, the amount so paid shall be treated (i) as a Capital Contribution to the Company and
(ii) as a payment by the Company of such liability.
(b) Each Member and terminated Member shall make cash contributions to the
Company in proportion to their respective Percentage Interests ("Pro Rata").
(c) The provisions of this Agreement are intended solely to benefit the Members
and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit
upon any creditor of the Company (and no such creditor shall be a third party beneficiary of this
Agreement), and no Member shall have any duty or obligation to any creditor of the Company to make
any Capital Contributions.
0

5. CAPITAL ACCOUNTS, ALLOCATIONS.
5.1 Capital Accounts. There shall be established and maintained throughout the full term of
the Company in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv) for each Member, a
capital account (a) to which shall be credited the Capital Contributions made by such Member and such
Member's allocable share of Net Income (and items thereof) and (b) from which shall be deducted
distributions to such Member and such Member's allocable share of Net Loss (and items thereof).
5.2 Allocations to Capital Accounts.
(a) General Rule.
(i) Net Income for each such Fiscal Year shall be allocated:
(A) First, Pro Rata among the Members until the cumulative Net
Income allocated to the Members pursuant to this Section 5.2(a)(i)(A) for the current Fiscal Year and all
prior Fiscal Years equal the cumulative Net Losses allocated to the Members pursuant to
Section 5.2(a)(ii)(C) for all prior Fiscal Years;
(B) Second, Pro Rata among the Members until the cumulative Net
Income allocated to the Members pursuant to this Section 5.2(a)(i)(B) for the current Fiscal Year and all
prior Fiscal Years equal the cumulative Net Losses allocated to the Members pursuant to
Section 5.2(a)(ii)(B) for all prior Fiscal Years; and
(C) Third, Pro Rata among the Members.
(ii) Net Loss for each such Fiscal Year shall be allocated:
(A) First, Pro Rata among the Members until the cumulative Net
Loss allocated to the Members pursuant to this Section 5.2(a)(ii)(A) for the current Fiscal Year and all
prior Fiscal Years equal the cumulative Net Income allocated to the Members pursuant to
Section 5.2(a)(i)(C) for all prior Fiscal Years;
(B) Second, to each Member to the extent of such Member's positive
Capital Account balance in accordance with the ratio that the amount of such Member's positive Capital
Account balance bears to the total of the positive Capital Account balances of all Members having such
balances (determined as of the date of allocation under, or with respect to, this Section 5.2(a)(ii)(B)
allocation is to be made); and
(C) Third, Pro Rata among the Members.
(b) Allocations Relating to Last Fiscal Year. Except as otherwise provided
elsewhere in this Agreement, if upon the dissolution and termination of the Company pursuant to
Section 11 and after all other allocations provided for in Section 5.2 have been tentatively made as if this
Section 5.2(b) were not in this Agreement, a distribution to the Members under Section 11 would be
different from a distribution to the Members under Section 6.2, then Net Income (and items thereof) and
Net Loss (and items thereof) for the Fiscal Year in which the Company dissolves and terminates pursuant
to Section 11 shall be allocated among the Members in a manner such that the Capital Account of each
Member, immediately after giving effect to such allocation, is, as nearly as possible, equal
(proportionately) to the amount of the distributions that would be made to such Member during such last
Fiscal Year pursuant to Section 6.2. The Managers may, in their sole and absolute discretion, apply the
7

principles of this Section 5.2(b) to any Fiscal Year preceding the Fiscal Year in which the Company
dissolves and terminates (including through application of Section 761(e) of the Code) if delaying
application of the principles of this Section 5.2(b) would likely result in distributions under Section 11
that are materially different from distributions under Section 6.2 in the Fiscal Year in which the Company
dissolves and terminates.
(c) Allocations in Special Circumstances. The following special allocations shall be
made in the following order:
(i) Minimum Gain Charg_eback. Notwithstanding any other provision of this
Section 5, if there is a net decrease in "partnership minimum gain" (as defined in Treasury Regulations
Section 1.704-2(b)(2) and (d)) during any Fiscal Year, the Members shall be specially allocated items of
Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount
equal to the portion of such Member's share of the net decrease in "partnership minimum gain,"
determined in accordance with Treasury Regulations Section 1.704-2(f) and (g). This Section 5.2(c)(i) is
intended to comply with the minimum gain chargeback requirement in such section of the Treasury
Regulations and shall be interpreted consistently therewith.
(ii) Member Minimum Gain Char eg back. Notwithstanding any other
provision of this Section 5, if there is a net decrease in Member nonrecourse debt minimum gain
attributable to "partner nonrecourse debt" (as defined in Treasury Regulations Section 1.704-2(i)) during
any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such
Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to the portion of such
Member's share of the net decrease in partner nonrecourse debt minimum gain attributable to such
Member's "partner nonrecourse debt," determined in accordance with Treasury Regulations Section
1.704-2(i). This Section 5.2(c)(ii) is intended to comply with the minimum gain chargeback requirement
in such section of the Treasury Regulations and shall be interpreted consistently therewith.
(iii) Qualified Income Offset. In the event any Member unexpectedly
receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-
l(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to each such
Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury
Regulations, the deficit, if any, in any of such Member's Capital Accounts (as determined under Treasury
Regulations Section 1.704-1) as quickly as possible, provided that an allocation pursuant to this
Section 5.2(c)(iii) shall be made only if and to the extent that such Member would have such Capital
Account deficit after all other allocations provided for in Section 5.2 have been tentatively made as if this
Section 5.2(c)(iii) were not in this Agreement. This Section 5.2(c)(iii) is intended to comply with the
qualified income offset provisions in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be
interpreted consistently therewith.
(iv) Gross Income Allocation. In the event any Member has a deficit balance
in any of such Member's Capital Accounts (as determined after crediting such Capital Account for any
amounts that such Member is obligated to restore or is deemed obligated to restore pursuant to Treasury
Regulations Section 1.704-2), items of Company income and gain shall be specially allocated to the
relevant Capital Account of such Member in an amount and manner sufficient to eliminate such deficit
balance (as so determined) in such Member's Capital Account as quickly as possible; provided that an
allocation pursuant to this Section 5.2(c)(iv) shall be made only if and to the extent that such Member
would have such Capital Account deficit (as so determined) after all other allocations provided for in
Section 5.2 (other than Section 5.2(c)(iii)) have been tentatively made as if this Section 5.2(c)(iv) were
not in this Agreement.

(v) Loss Allocation Limitation. No allocation of Net Loss (or items thereof)
shall be made to any Member to the extent that such allocation would create or increase a deficit in any of
such Member's Capital Accounts (as determined after debiting such Capital Account for the items
described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4),(5) and (6) and crediting such Capital
Account for any amounts that such Member is obligated to restore or is deemed obligated to restore
pursuant to Treasury Regulations Section 1.704-2).
(d) Allocation Periods. In each Fiscal Year of the Company, Net Income (and items
thereof) and Net Loss (and items thereof) shall be allocated:
(i) at the time of any distribution pursuant to Section 6.2, for the period
commencing on the later of (x) the first day of such Fiscal Year and (y) the date of the most recent prior
distribution in such Fiscal Year, and ending on the date immediately preceding such distribution; and
(ii) as of the last day of each Fiscal Year of the Company, for the period
commencing on the later of (x) the first day of such Fiscal Year and (y) the date of the most recent prior
distribution in such Fiscal Year, and ending on such last day.
(e) Transfer of or Change in Interests. The Managers are authorized to adopt any
convention or combination of conventions likely to be upheld for federal income tax purposes regarding
the allocation and/or special allocation of items of Company income, gain, loss, deduction and expense
with respect to a newly issued Interest, a transferred Interest and a redeemed Interest. A transferee of an
Interest in the Company shall succeed to the Capital Accounts of the transferor Member to the extent they
relate to the transferred Interest.
5.3 Tax Allocations.
(a) General Rules. Except as otherwise provided in Section 5.3(b), for each fiscal
period, items of Company income, gain, loss, deduction and expense shall be allocated, for federal, state
and local income tax purposes, among the Members in the same manner as the Net Income (and items
thereof) or Net Loss (and items thereof) of which such items are components were allocated pursuant to
Section 5.2.
(b) Section 704(c) of the Code. Income, gains, losses and deductions with respect to
any property (other than cash) contributed or deemed contributed to the capital of the Company shall,
solely for income tax purposes, be allocated among the Members so as to take account of any variation
between the adjusted basis of such property to the Company for federal income tax purposes and its Fair
Market Value at the time of the contribution or deemed contribution in accordance with Section 704(c) of
the Code and the Treasury Regulations promulgated thereunder. Such allocations shall be made in such
manner and utilizing such permissible tax elections as determined in the sole and absolute discretion of
the Managers.
If there is a revaluation of Company property pursuant to the definition of Book Value,
subsequent allocations of income, gains, losses or deductions with respect to such property shall be
allocated among the Members so as to take account of any variation between the adjusted tax basis of
such property to the Company for federal income tax purposes and its Fair Market Value in accordance
with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder. Such allocations
shall be made in such manner and utilizing such permissible tax elections as determined in the sole and
absolute discretion of the Managers.
M

(c) Capital Accounts Not Affected. Allocations pursuant to this Section 5.3 are
solely for federal, state and local tax purposes and shall not affect, or in any way be taken into account in
computing, any Capital Account of any Member or such Member's allocable share of Net Income (or
items thereof) or Net Loss (or items thereof).
(d) Tax Allocations Binding. The Members acknowledge that they are aware of the
tax consequences of the allocations made by this Section 5.3 and hereby agree to be bound by the
provisions of this Section 5.3 in reporting their respective shares of items of Company income, gain, loss,
deduction and expense.
5.4 Determinations by the Managers. All matters concerning the computation of Capital
Accounts, the allocation of items of Company income, gain, loss, deduction and expense for all purposes
of this Agreement and the adoption of any accounting procedures not expressly provided for by the terms
of this Agreement shall be determined by the Managers. Such determinations shall be final and
conclusive as to all the Members. Without in any way limiting the scope of the foregoing, if and to the
extent that, for income tax purposes, any item of income, gain, loss, deduction or expense of any Member
or the Company is constructively attributed to, respectively, the Company or any Member, or any
contribution to or distribution by the Company or any payment by any Member or the Company is
recharacterized, the Managers may, in their sole and absolute discretion and without limitation, specially
allocate items of Company income, gain, loss, deduction and expense and/or make correlative
adjustments to the Capital Accounts of the Members in a manner so that the net amount of income, gain,
loss, deduction and expense realized by each relevant party (after taking into account such special
allocations) and the net Capital Account balances of the Members (after taking into account such special
allocations and adjustments) shall, as nearly as possible, be equal, respectively, to the amount of income,
gain, loss, deduction and expense that would have been realized by each relevant party and the Capital
Account balances of the Members that would have existed if such attribution and/or recharacterization
and the application of this sentence of this Section 5.4 had not occurred. The Managers shall have the
authority, in the event of a cash distribution to some Members and a distribution in kind to other
Members, to allocate items of income and gain of the Company to the Members receiving the cash
distribution in an amount equal to the gain recognized on the disposition of property of the Company that
the Managers reasonably determine gave rise to the funds for such distribution. Notwithstanding anything
expressed or implied to the contrary in this Agreement, in the event the Managers shall determine, in their
sole and absolute discretion, that it is prudent to modify the manner in which the Capital Accounts, or any
debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement
of the Members, the Managers may make such modification.
6. DISTRIBUTIONS.
6.1 No Right to Withdraw. No Member shall have the right to withdraw capital or demand
or receive distributions or other returns of any amount in his or her Capital Account, except as expressly
provided in this Section 6 or in Section 11.
6.2 Distributions. The Company may make distributions of cash from time to time at the
discretion bf the Managers. Any such distribution shall be made to the Members in proportion to their
Percentage Interests.
6.3 Distributions in Kind.
(a) General Rule. Subject to the provisions of Section 6.4, if at any time the
Managers decide to make a distribution of property other than cash as permitted by this Agreement, such
property shall be deemed to be sold for its Fair Market Value (net of any liabilities secured by such
10

distributed property that the recipient Members are considered to assume or take subject to under Section
752 of the Code), and any gain or loss associated with such deemed sale shall be included in determining
Net Income or Net Loss for purposes of the allocations specified in Section 5.2. Any such distributions
shall be made after giving effect to the allocations required by Section 5.2, adjustments to Capital
Accounts in respect of distributions of such property shall reflect such Fair Market Value and all such
distributions shall be made in the same respective proportions as distributions would at the time be made
pursuant to Section 6.2 or Section 11.2, as the case may be. The foregoing provisions to the contrary
notwithstanding, distributions of property other than cash shall be limited to Marketable Securities except
in connection with the dissolution of the Company.
(b) Allocations as Between Cash and Non -Cash. Except as provided in this
Section 6.3, distributions consisting of both cash and other property shall be made, to the extent
practicable, in equal proportions of cash and such other property as to each Member receiving such
distributions.
6.4 Restrictions on Distributions. Notwithstanding the foregoing provisions of this
Section 6, no distribution shall be made:
(a) if such distribution would violate any contract or agreement to which the
Company is then a party or any law, rule, regulation, order or directive of any Governmental Authority
then applicable to the Company;
(b) to the extent that the Managers, in their sole discretion, determine that any
amount otherwise distributable should be retained by the Company to pay, or to establish a reserve for the
payment of, any liability or obligation of the Company, whether liquidated, fixed, contingent or
otherwise; or
(c) to the extent that the Managers, in their sole discretion, determine that the cash
available to the Company is insufficient to permit such distribution.
6.5 Withholding. Notwithstanding any other provision of this Agreement the Managers are
authorized to take any action that they determine to be necessary or appropriate to cause the Company to
comply with any foreign or United States federal, state or local withholding requirement with respect to
any allocation, payment or distribution by the Company to any Member or other Person. All amounts so
withheld, and, in the manner determined by the Managers, in their sole and absolute discretion, amounts
withheld with respect to any allocation, payment or distribution by any Person to the Company, shall be
treated as distributions to the applicable Members under the applicable provisions of this Agreement. If
any such withholding requirement with respect to any Member exceeds the amount distributable to such
Member under the applicable provision of this Agreement, or if any such withholding requirement was
not satisfied with respect to any amount previously allocated or distributed to such Member, such
Member and any successor or assignee with respect to such Member's Interest hereby indemnifies and
agrees to hold harmless the Managers and the Company for such excess amount or such withholding
requirement, as the case may be.
6.6 Record Holders. Any distribution of Company assets, whether pursuant to this
Section 6 or otherwise, shall be made only to Persons who, according to the books and records of the
Company, were the holders of record of Interests on the date determined by the Managers as of which the
Members are entitled to any such distribution.
6.7 Final Distribution. The final distributions following dissolution of the Company shall
be made in accordance with the provisions of Section 11.

7. MANAGEMENT.
7.1 Managers
(a) The Company shall be managed exclusively by two managers (collectively, the
"Managers" and, each, a "Manager"). A Manager can be any Person, and it does not have to be a
Member. Each Manager shall devote such time to the business and affairs of the Company as such
Manager deems reasonably necessary. No Member shall take part, or have the right or power to take part,
in the control of the business of the Company, nor shall any Member have any right or authority to act for
or bind the Company. The initial Managers shall be Cameron Helms and R. Dean Harrell.
(b) Each Manager shall have equal rights and authority to participate in the
management of the Company, and, except as set forth in Section 7.1(d), management decisions shall only
require the approval, consent, agreement or ratification of one of the Managers. The Managers may, but
shall not be required to, hold meetings of the Managers at such times and at such places as they shall
determine. There shall be no requirement that the Managers hold annual or other periodic meetings. Any
approval, ratification or other action of the Managers may be evidenced by a written consent signed by a
sufficient number of Managers required to approve such action as provided in this Agreement.
(c) A Majority in Interest of the Members shall be entitled to select and designate the
Managers by written notice to the other Members. A Majority in Interest of the Members may at any
time, by notice to the other Members, remove a Manager, with or without cause, and substitute or add a
new Manager to serve. If a Manager is unwilling or unable to serve or is removed from office by a
Majority in Interest of the Members, a Majority in Interest of the Members shall designate the successor
to such Manager.
(d) Notwithstanding anything to the contrary contained in this Agreement, the
consent or approval of both Managers shall be required to take any of the following actions:
(i) amendment of the Articles of Organization;
(ii) amendment of this Agreement;
(iii) the incurrence by the Company of any indebtedness for borrowed money
(including any such indebtedness incurred in connection with a capital lease) in excess of $10,000,000 in
principal in any Fiscal Year or that require debt service payments in excess of $1,000,000 in any Fiscal
Year;
(iv) causing or permitting the Company to enter into one or more operating
leases during any Fiscal Year involving payments totaling more than $1,000,000 in the aggregate in such
Fiscal Year;
(v) causing or permitting the Company to acquire any asset or assets (other
than inventory in the ordinary course of business) and make capital expenditures in excess of $10,000,000
in the aggregate in any Fiscal Year or any such single acquisition of any asset or assets (other than
inventory in the ordinary course of business) or single capital expenditure in excess of $10,000,000 in any
Fiscal Year;
(vi) causing or permitting the Company to sell, assign, transfer or encumber
any asset or assets outside of the ordinary course of business in excess of $10,000,000 in the aggregate in
any Fiscal Year or any single sale, assignment, transfer or encumbrance in excess of $10,000,000;
12

(vii) causing or permitting the Company to make any loan, call or other
contribution with respect to any security, asset, venture or investment project or item held or engaged in
by the Company, or any series of related loans, calls or other contributions;
(viii) making any investment in, or taking any action, giving any consent or
casting any vote required under the terms of, any stock, membership interest or equity purchase,
stockholder, transfer, registration rights, operating, put or other agreement of any nature pertaining to any
investment in any Person;
(ix) making any distributions of Distributable Cash, paying any dividends or
distributing other property except as specifically provided in this Agreement;
(x) a merger, consolidation, reorganization, recapitalization, conversion or
share exchange involving the Company, or a sale of substantially all of the assets or ownership interests
or other equity securities of the Company (including without limitation the conversion, contribution and
liquidation or merger of the Company as a result of which the Company is converted or merged into a
corporation or a limited liability company organized under the laws of a state other than North Carolina);
(xi) dissolution and liquidation of the Company; or
(xii) causing or permitting the Company to enter into any agreement or
conduct any transaction with any Member, Affiliate of any Member or agent of the Company.
(e) If there is ever a deadlock among the Managers with respect to a management
decision, such deadlock shall be resolved by submitting the matter to the Members for a vote. If there is
ever a deadlock among the Members with respect to such matter, the Members agree to resolve the
deadlock in accordance with the provisions of Section 12.4.
7.2 Designation of Tax Matters Partner. [ I (or such other Person
as may be selected by the Managers) is hereby designated as the "Tax Matters Partner" under Section
6231(a)(7) of the Code, to manage administrative tax proceedings conducted at the Company level by the
Internal Revenue Service with respect to Company matters. Each Member expressly consents to such
designation and agrees that, upon the request of the Tax Matters Partner, he or she will execute,
acknowledge, deliver, file and record at the appropriate public offices such documents as may be
necessary or appropriate to evidence such consent. The Tax Matters Partner is specifically directed and
authorized to take whatever steps she or he, in her or his sole and absolute discretion, deems necessary or
desirable to perfect such designation, including, without limitation, filing any forms or documents with
the Internal Revenue Service and taking such other action as may from time to time be required under
Treasury Regulations. Without limiting the generality of the foregoing, the Tax Matters Partner shall have
the sole and absolute authority to make any elections on behalf of the Company permitted to be made
pursuant to Section 754 or any other section of the Code or the Treasury Regulations promulgated
thereunder.
7.3 Other Activities of the Members. Each Member expressly agrees that the other
Members may engage independently or with others, for his own account and for the accounts of others, in
other business ventures and activities of every nature and description whether such ventures are
competitive with the business of the Company or otherwise, including, without limitation, purchasing,
selling or holding real estate for the account of any other Person or enterprise or for his account. No
Member shall have any rights or obligations by virtue of this Agreement in and to such independent
ventures and activities or the income or profits derived therefrom.
13

7.4 Conflicts of Interest.
(a) While the Managers intend to avoid situations involving conflicts of interest,
each Member acknowledges that there may be situations in which the interests of one Member may
conflict with the interests of another Member. Each Member agrees that the activities of the other
Members may be engaged in by such Members (individually or as a group) and will not, in any case or in
the aggregate, be deemed a breach of this Agreement or any duty owed by any such Member to the
Company or to any Member.
(b) Except as otherwise expressly provided in this Agreement or required by any
non-waivable provision of the Act or other applicable law, no Member shall (a) have any right to vote on
or consent to any matter, act, decision, or document involving the Company or its business, or (b) take
part in the day-to-day management, or the operation or control, of the business and affairs of the
Company. Except to the extent expressly delegated by the Managers, no Member or any other Person
shall be an agent for the Company or have any right, power or authority to transact any business in the
name of the Company or to act for or on behalf of or to bind the Company.
7.5 Expenses. The Managers shall be entitled to have the Company pay, or to be reimbursed
by the Company for, all expenses reasonably incurred by them in connection with the business of the
Company.
8. BOOKS OF ACCOUNT, RECORDS AND BANKING.
8.1 Maintenance of Books and Records, Etc.
(a) Maintenance of Books and Records. The Company shall maintain books and
records in such manner as is utilized in preparing the Company's United States federal information tax
return in compliance with Section 6031 of the Code, and such other records as may be required in
connection with the preparation and filing of the Company's required United States federal, state and
local income tax returns or other tax returns or reports of foreign jurisdictions, including, without
limitation, the records reflecting the Capital Accounts and adjustments thereto specified in Section 5.
(b) Access. All such books and records shall at all times be made available at the
principal office of the Company and shall be open to the reasonable inspection and examination during
normal business hours of: (i) the Managers or their duly authorized representatives upon five Business
Days' prior written notice and (ii) the Members upon receipt of the approval of the Managers. The
Company shall promptly furnish a list of names and addresses of all Members to any Member who
requests such a list in writing for any proper purpose.
(c) Banking. All funds of the Company may be deposited in such bank, brokerage or
money market accounts as shall be established by the Managers. Withdrawals from and checks drawn on
any such account shall be made upon such signature or signatures as the Managers may designate.
8.2 Tax Information. Subject to the Company receiving all necessary information from
third parties, as soon as practicable after the end of each Fiscal Year of the Company, the Managers shall
send each Person who was a Member at any time during the Fiscal Year then ended (including any
permitted assignee of a Member who so requests in writing) a Schedule K-1 and such Company tax
information as the Managers reasonably believe shall be necessary for the preparation by such Person of
his United States federal, state and local tax returns in accordance with any applicable laws, rules and
regulations then prevailing. Such information shall include a statement showing such Person's share of
distributions, income, gain, loss, deductions and expenses and other relevant fiscal items of the Company
14

for such Fiscal Year. Promptly upon the request of any Member for any proper purpose, the Managers
will furnish to such Member:
(a) all United States federal, state and local income tax returns or information
returns, if any, which the Company is required to file; and
(b) such other information as such Member may reasonably request for the purpose
of applying for refunds of withholding taxes.
9. REPRESENTATIONS AND TRANSFERABILITY OF COMPANY INTERESTS.
9.1 Representations of Members. Each Member acknowledges that the Company is issuing
the Interests in the Company to him in reliance upon the exemption from registration provided by Section
4(2) of the Securities Act and hereby represents and warrants to the Company that (a) his acquisition of
his Interest is made as principal for his own account for investment purposes only and not with a view to
the resale or distribution of such Interest, (b) he has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of the investment in the Interest,
(c) he is able to bear the economic risk of losing his entire Interest, (d) he acknowledges that all material
documents, records and books pertaining to this investment have, on request, been made available to him.
9.2 Withdrawals and Assignments.
(a) Withdrawals. No Member may withdraw from the Company prior to its
termination.
(b) Limited Right of Assignment. No Member may directly or indirectly sell,
transfer, assign, hypothecate, pledge or otherwise dispose of or encumber (including without limitation
any such transfer or assignment by equitable distribution) all or any part of such Member's Interest
(including, without limitation, any right to receive distributions or allocations in respect of such Interests
and whether voluntarily, involuntarily or by operation of law) (each, an "Assignment') without the prior
written consent of all of the Managers, the granting or denial of which shall be in each Manager's sole
and absolute discretion; provided that in each such instance, to the extent applicable, as determined by the
Managers:
(i) the proposed assignee makes all the representations to the Company that
it would have made if it had been one of the original Members;
(ii) the Managers have no reasonable belief that admitting the proposed
assignee as a Member would be harmful to the Company; and
(iii) the proposed Assignment would not, in the opinion of the Company's
counsel, create a material risk of subjecting the Company to any government regulation or require any
registration which the Managers believe to be significant.
(c) Conditions Precedent to Assignment. Any purported Assignment by a Member
pursuant to the terms of this Section 9.2, regardless of whether such Assignment also requires the
Managers' prior written consent referred to in Section 9.2(b), shall be subject to the satisfaction of the
following conditions:
W1

(i) the Managers shall have been given at least 20 Business Days' prior
written notice of such desired Assignment specifying the name and address of the proposed assignee and
the terms conditions of the proposed Assignment;
(ii) the assigning Member or assignee shall undertake to pay all expenses
incurred by the Company in connection therewith; and
(iii) the Company shall receive from the assignee (A) such documents,
instruments and certificates as may be requested by the Managers, pursuant to which such assignee shall
agree to be bound by this Agreement, (B) a certificate duly executed by the assignee to the effect that
each of the representations, warranties and acknowledgments set forth in Section 9.1 hereof are (except as
otherwise disclosed to the Managers) true and correct with respect to such Person as of the date of such
Assignment and that the assignee agrees to be bound by each of the agreements, covenants and
acknowledgments in Section 9.1 hereof as if he or she were a party hereto, (C) such other documents,
opinions, instruments and certificates as the Managers shall request and (D) a counterpart of this
Agreement executed by or on behalf of such Person.
The Managers may waive any or all of the conditions set forth in this Section 9.2(c) in
their sole discretion.
(d) The Managers shall revise
compliance with Section 9.2(b) and Section 9.2(c).
Section 9.2 shall be null and void and of no effect.
Schedule A to reflect any Assignment done in
Any Assignment that is made in violation of this
(e) Spousal Consent. During the marriage of a Member and such Member's spouse,
such Member's obligations to sell or offer to sell his Interest pursuant to this Agreement shall include any
interest of such Member's spouse in the Interest. The Assignment of any Interest in contravention of this
Agreement shall be void of all voting, inspection and other rights with respect to the transferee and any
such Assignment shall be null and void ab initio. Each spouse of a Member shall sign a Consent of
Spouse form, substantially in the form of Exhibit A, agreeing to be bound by the terms hereof.
(f) Death, Disability and Divorce.
(i) In the event of a Member's death, permanent disability or divorce, or the
death or permanent disability of the Person controlling a Member, such Member shall automatically be
deemed, without any further action on the part of any Person, to have offered to sell to the Company all of
such Member's Interest for a price equal to the fair market value thereof to be determined by the
Managers in good faith; provided, however, that if the Company waives its right to purchase such Interest
under this Section 9.2(f)(i), then such Member shall have no further obligation to sell the Interest. If such
Member objects in writing within ten days after receipt of the determination of fair market value by the
Managers, the fair market value of the Interest shall be determined by an independent appraiser mutually
agreed to by such Member and the Managers; provided, that if such Member and the Mangers cannot
agree to an appraiser within ten days of the date of such Member's objection to the Managers'
determination of fair market value, then the fair market value shall be determined by three appraisers, one
selected by such Member, one selected by the Managers, and the third selected by the two appraisers. In
such event, the fair market value shall be determined by taking the average of the two closest appraisals.
The Company shall pay the reasonable out-of-pocket costs of each of the three appraisers described
above. Such determination of fair market value shall not in any manner delay or constitute a condition to
the Company's exercise of its right to purchase and the closing of any such purchase of the Interest under
this Section 9.2(fl(i). As used in this Section 9.2(f)(i), "Member" shall be deemed to include and refer to
the administrator of the Member's estate in the event of such Member's death and, in the event of a
V

V,
Member's permanent disability, the Person or Persons responsible for acting on behalf of such Member.
Notwithstanding any provision of this Agreement to the contrary, the selling Member shall not participate
in, nor have any right to participate in, any vote or decision, whether as a Member or a Manager, with
respect to the Company's potential purchase of such Member's Interest pursuant to this Section 9.2(t)(i).
(ii) Subject to Section 9.2(fl(i), the death, incapacity, adjudication of
incompetency, bankruptcy, retirement, withdrawal or removal of a Member shall not dissolve the
Company, and the Company shall continue in a reconstituted form, if necessary, without any action on the
part of the remaining Members. The trustee, executor, administrator, committee or guardian of the
Member or of the Member's estate, as the case may be, shall have all the rights of the Member for the
purpose of settling or managing the estate and such power as such Member possessed to assign all or part
of such Member's Interest in accordance with this Agreement.
9.3 Covenants of Members. Each Member hereby agrees that he or she will not effect any
Assignment of all or any part of his Interest (whether voluntarily, involuntarily or by operation of law) in
any manner contrary to the terms of this Agreement or that violates or causes the Company to violate the
Securities Act, the Exchange Act, the Investment Company Act, or the laws, rules, regulations, orders and
other directives of any Governmental Authority.
10. INDEMNIFICATION OF MEMBERS.
10.1 Indemnification. The Company shall, to the maximum extent permitted by applicable
law, indemnify and hold harmless all Members (the "Indemnitees") and the Company and each Member
shall release each Indemnitee, to the fullest extent permitted by law, from and against any and all
Damages, including, without limitation, Damages incurred in investigating, preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from any of the foregoing by or
before any court or Governmental Authority, whether pending or threatened, whether or not the
Indemnitee is or may be a party thereto, which, in the judgment of the Managers, arise out of, relate to or
are in connection with this Agreement or the management or conduct of the business or affairs of the
Company, except for any such Damages that are finally found by a court of competent jurisdiction to have
resulted primarily from the bad faith or intentional misconduct of, or an intentional and material breach of
this Agreement or knowing violation of law by, the Person seeking indemnification. Such attorneys' fees
and expenses shall be paid by the Company as they are incurred upon receipt, in each case, of an
undertaking by or on behalf of the Indemnitee on whose behalf such expenses are incurred to repay such
amounts if it is ultimately determined that such Indemnitee is not entitled to indemnification with respect
thereto.
The termination of any proceeding by settlement shall not be deemed to create a presumption that
the Member involved in such settlement acted in a manner which constituted bad faith, gross negligence,
intentional misconduct, breach of this Agreement or a knowing violation of law. The indemnification
provisions of this Section 10.1 may be asserted and enforced by, and shall be for the benefit of, each
Indemnitee, and each Indemnitee is hereby specifically empowered as an intended third -party beneficiary
to assert and enforce such right. The right of any Indemnitee to the indemnification provided herein shall
be cumulative of, and in addition to, any and all rights to which such Indemnitee may otherwise be
entitled by contract or as a matter of law or equity and shall extend to his heirs, successors, assigns and
legal representatives.
10.2 Obligations of the Members. At any time and from time to time, the Managers may
require each Member to make a Capital Contribution equal to his Pro Rata share of any indemnification
obligations of the Company pursuant to Section 10.1 above, whether such obligations arise before or after
the Company is wound -up or before or after such Member's withdrawal from the Company.
17

,
Notwithstanding anything in this Section 10 to the contrary, no Member shall be obligated with respect to
the indemnification or contribution provided for in Section 10 for any amount which exceeds the sum of
any distributions made to such Member in his capacity as such.
10.3 Not Liable for Return of Capital. No Member shall be personally liable for the return
of the Capital Contributions of any other Member or any portion thereof or interest thereon, and such
return shall be made solely from available Company assets, if any.
11. DURATION AND TERMINATION OF THE COMPANY.
11.1 Event of Termination. The existence of the Company commenced on the date of the
filing of a certificate of formation pursuant to the Act and shall continue until the first to occur of the
following events (each, an "Event of Termination"): (a) a determination by all of the Managers to
terminate the Company or (b) a determination by a Majority in Interest of the Members to terminate the
Company.
11.2 Winding -Up. Upon the occurrence of an Event of Termination, the Company shall be
dissolved and wound -up. In connection with the dissolution and winding -up of the Company, the
Managers or, if the Managers decide that they do not wish to serve as the liquidator of the Company, a
liquidator or other representative (the "Liquidation Representative" (such term to include the Managers
in the event they do serve as liquidator of the Company)) appointed by the Managers shall proceed with
the sale or liquidation of all of the assets of the Company (including the conversion to cash or cash
equivalents of its notes or accounts receivable) and shall apply and distribute the proceeds of such sale or
liquidation in the following order of priority, unless otherwise required by mandatory provisions of
applicable law:
(a) First, to pay (or to make provision for payment of) all expenses of the liquidation
in satisfaction of all obligations of the Company for such expenses of liquidation;
(b) Second, to pay (or to make provision for the payment of) all creditors of the
Company (other than Members who are creditors of the Company) in the order of priority provided by
law or otherwise, in satisfaction of all debts, liabilities or obligations of the Company due such creditors;
(c) Third, to the establishment of any reserve which the Liquidation Representative
may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the
Company (such reserve may be paid over by the Liquidation Representative to an escrow agent
acceptable to the Liquidation Representative, to be held for disbursement in payment of any of the
aforementioned liabilities and, at the expiration of such period as shall be deemed advisable by the
Liquidation Representative for distribution of the balance in the manner hereinafter provided in this
Section 11.2);
(d) Fourth, to pay (or to make provision for the payment of), in accordance with the
terms agreed among them and, failing agreement, on a pro rata basis, all creditors of the Company that are
Members (other than in respect of distributions owing to them hereunder); and
(e) Thereafter, after the payment (or the provision for payment) of all debts,
liabilities and obligations of the Company in accordance with each of the clauses above, to the Members
or their legal representatives in accordance with the positive balances in their respective Capital
Accounts, after taking into account all adjustments to Capital Accounts for all periods, no later than the
end of the Fiscal Year in which the Event of Termination occurs or, if later, within 90 days after the date
of the liquidation of the Company.
18

V��
11.3 Distributions in Cash or in Kind or a Winding Up. Upon dissolution, the Liquidation
Representative, may, in its sole and absolute discretion, (a) liquidate all or a portion of the Company
assets and apply the proceeds of such liquidation in the manner set forth in Section 11.2 and/or (b) hire
independent appraisers to appraise the value of Company assets not sold or otherwise disposed of (the
cost of such appraisal to be considered a Company Expense) or determine the Fair Market Value of such
assets, and allocate any unrealized gain or loss determined by such appraisal to the Members' respective
Capital Accounts as though the properties in question had been sold on the date of distribution and, after
giving effect to any such adjustment, distribute said assets in the manner set forth in Section 11.2,
provided that the Liquidation Representative shall in good faith attempt to liquidate sufficient Company
assets to satisfy in cash the debts and liabilities described in Section 11.2.
11.4 Time for Liquidation. A reasonable amount of time shall be allowed for the orderly
liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the
Liquidation Representative to minimize the losses attendant upon such liquidation.
11.5 Termination. Upon compliance with the foregoing distribution plan, the Company shall
cease to be such, and the Managers or the Liquidation Representative shall execute, acknowledge and
cause to be filed with the Secretary of State of the State of North Carolina a notice of dissolution of the
Company. The provisions of this Agreement shall remain in full force and effect during the period of
winding up and until the filing of such certificate of cancellation of the Company with the Secretary of
State of the State of North Carolina.
12. MISCELLANEOUS.
12.1 Waiver of Partition. Each of the Members hereby irrevocably waives any and all rights
that such Member may have to maintain any action for partition of any of the Company's property.
12.2 Entire Agreement. This Agreement together with the documents expressly referred to
herein, each as amended or supplemented, constitutes the entire agreement among the parties with respect
to the subject matter herein or therein. They supersede any prior agreement or understanding among the
parties hereto.
12.3 Amendments. This Agreement may be modified or amended only with the consent of
the Managers; provided, however, that notwithstanding the foregoing, no Member's obligation to make
any Capital Contribution to the Company, if any, shall be increased (via such amendment) without his
prior written consent.
12.4 Dispute Resolution; Arbitration. Any dispute, claim, or controversy arising out of or
relating to this Agreement or any breach hereof that cannot be resolved by the parties shall first be
brought before a mediator or mediators selected by the Members. If such dispute is not resolved to the
satisfaction of the parties by mediation, the dispute shall be submitted to arbitration in Charlotte, North
Carolina, pursuant to the Commercial Rules (the "Rules") of the American Arbitration Association
("AAA") by an arbitrator mutually agreed upon by the parties. Such arbitrator shall be selected by the
parties hereto no later than 10 days after AAA notifies each party that a demand for arbitration has been
filed ("Arbitrator Designation Period"). In the event the parties are unable to agree on an arbitrator
within the Arbitrator Designation Period, the AAA shall appoint a neutral arbitrator in accordance with
the Rules no later than 10 days following the expiration of the Arbitrator Designation Period. The
designated arbitrator shall not be an agent, employee, shareholder, or Affiliate of any party. The
arbitrator may, in its discretion, award to the prevailing party its costs of the proceeding, including
attorneys' fees and expenses. The decision of the arbitrators shall be final and binding on the parties, and
judgment upon the decision may be entered in the state courts or federal courts having jurisdiction.
19

12.5 CHOICE OF LAW. THIS AGREEMENT AND THE RIGHTS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NORTH CAROLINA (WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF THAT WOULD REQUIRE THE APPLICATION
OF THE LAWS OF ANOTHER STATE) AND, WITHOUT LIMITATION THEREOF, THE ACT AS
NOW ADOPTED OR AS MAY BE HEREAFTER AMENDED SHALL GOVERN THE LIMITED
LIABILITY COMPANY ASPECTS OF THE AGREEMENT.
12.6 Successors and Assigns. Except as otherwise specifically provided herein, this
Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and
assigns.
12.7 Severability. Each provision of this Agreement shall be considered severable and if, for
any reason, any provision of this Agreement, or the application of such provision to any Person or
circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining provisions of this Agreement, or
the application of such provision in jurisdictions or to Persons or circumstances other than those to which
it is held invalid, illegal or unenforceable shall not be affected thereby.
12.8 Counterparts. This Agreement may be executed in several counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same instrument. It shall not be
necessary for all Members to execute the same counterpart hereof.
12.9 Non -Waiver. No provision of this Agreement shall be deemed to have been waived
unless such waiver is contained in a written notice given to the party claiming such waiver has occurred,
provided that no such waiver shall be deemed to be a waiver of any other or further obligation or liability
of the party or parties in whose favor the waiver was given.
12.10 Notices. To be effective, unless otherwise specified in this Agreement, all notices and
demands, consents and other communications under this Agreement must be in writing and must be
given: (a) by depositing the same in the United States mail, postage prepaid, certified or registered, return
receipt requested; (b) by delivering the same in person and receiving a signed receipt therefor; (c) by
sending the same by an internationally recognized overnight delivery service; (d) by telecopy; or (e) by
electronic mail. The address of each Member shall be as set forth on Schedule B attached to this
Agreement and the address of the Company shall be as set forth in Section 2.4. Notices, demands,
consents and other communications mailed in accordance with the foregoing clause (a) shall be deemed to
have been given and made three Business Days following the date so mailed. Notices, demands, consents
and other communications given in accordance with the foregoing clauses (b) and (c) shall be deemed to
have been given when delivered. Notices, demands, consents and other communications given in
accordance with the foregoing clause (d) shall be deemed to have been given when sent. Notices,
demands, consents and other communications to the Members are effective when delivered in accordance
with the foregoing to each Member or his or her representative.
Any Member, representative, the Company or any of their respective assignees may designate a
different address to which notices or demands shall thereafter be directed and such designation shall be
made by written notice given in the manner hereinabove required and, in the case of any representative,
directed to the Company at its offices as hereinabove set forth.
12.11 Confidentiality. Each Member agrees, as set forth below, with respect to any
information pertaining to the Company or its Affiliates that is provided to such Member pursuant to this
Agreement (collectively, "Confidential Matter") to treat as confidential all such information, together
20

with any analyses, studies or other documents or records prepared by such Member, his or her Affiliates,
or any representative or other Person acting on behalf of such Member (collectively, his or her
"Authorized Representatives"), which contain or otherwise reflect or are generated from Confidential
Matters, and will not, and will not permit any of his or her Authorized Representatives to, disclose any
Confidential Matter, provided that any Member (or his or her Authorized Representative) may disclose
any such information: (a) as has become generally available to the public; (b) as may be required or
appropriate in any report, statement or testimony submitted to any Governmental Authority having or
claiming to have jurisdiction over such Member (or his or her Authorized Representative) but only that
portion of the data and information which, in the written opinion of counsel for such Member or
Authorized Representative is required or would be required to be furnished to avoid liability for contempt
or the imposition of any other material judicial or governmental penalty or censure; (c) as may be
required or appropriate in response to any summons or subpoena or in connection with any litigation; or
(d) as to which the Managers have consented in writing.
12.12 Entity Classification. It is the intention of the Members that the Company be treated as
a partnership for income tax purposes. The Tax Matters Partner is authorized to make a protective
election to be treated as a partnership for federal income tax purposes on Internal Revenue Service Form
8832, Entity Classification Election, in the manner described under Section 301.7701-3(c) of the Treasury
Regulations. By executing this Agreement, each of the Members hereby consents to any election made
by the Tax Matters Partner for the Company to be treated as a partnership for federal income tax
purposes.
12.13 Survival. All indemnities and reimbursement obligations made pursuant to this
Agreement shall survive dissolution and liquidation of the Company until expiration of the longest
applicable statute of limitations (including extensions and waivers) with respect to the matter for which a
party would be entitled to be indemnified or reimbursed, as the case may be.
12.14 Company Counsel. Each Member hereby acknowledges and agrees that
McGuireWoods LLP and any other law firm retained by the Company in connection with the
organization of the Company, the offering of Interests in the Company, the management and operation of
the Company, or any dispute between the Company and any Member, is acting as counsel to the
Company and as such does not represent or owe any duty to such Member.
[Signature page follows.]
21

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
counterparts as of the day and in the year first above written, and each of such counterparts, when taken
together, shall constitute one and the same instrument.
COMPANY:
Deal Ventures, LLC
By:
Name: Cameron Helms
Title: Manager
Bv:
Name: R. Dean Harrell
Title: Manager
MEMBERS:
Cameron Helms
R. DEAN HARRELL
Operating Agreement

Schedule A
Members
Name Percentage Interest Capital Contributions
Cameron Helms 50% $100.00
R. Dean Harrell 50% $100.00

J. r
Addresses for Notice
Cameron Helms
3712 Lawyers Road East
Monroe, NC 28110
R. Dean Harrell
5615 Potter Road
Matthews, NC 28104
Schedule B

r A
EXHIBIT A
CONSENT OF SPOUSE
I acknowledge that I have read the foregoing Agreement and that I understand its contents. I am
aware that such Agreement contains provisions whereby my spouse agrees to sell all his/her interest, of
any form, in , LLC, a North Carolina limited liability company (the "Company"),
including, if any, our community interest in it, upon the occurrence of certain events, and that such
Agreement also imposes restrictions on the transfer of such ownership interest. I hereby consent to any
sale of my spouse's interest in the Company pursuant to the Agreement, approve of the provisions of the
Agreement, and agree that our community property interest, if any, is subject to the provisions of the
Agreement and that I will take no action at any time to hinder operation of the Agreement in relation to
that interest. Further, in the event of dissolution of my marriage or other event which necessitates the
division of marital community property, I will assert no right, claim or other entitlement to the interest of
my spouse in the Company so that full ownership of the interest therein shall thereafter remain with my
spouse as his/her separate property notwithstanding that it may be subject to valuation for the purpose of
achieving a fair and equitable division of our community property.
I AM AWARE THAT THE LEGAL, FINANCIAL AND OTHER MATTERS CONTAINED IN
THE AGREEMENTS ARE COMPLEX AND I AM FREE TO SEEK ADVICE WITH RESPECT
THERETO FROM INDEPENDENT COUNSEL. I HAVE EITHER SOUGHT SUCH ADVICE OR
DETERMINED AFTER CAREFULLY REVIEWING THE AGREEMENTS THAT I WILL WAIVE
SUCH RIGHT.
The foregoing statement is accepted by the Company as of the following date:
Date: , 20
Name of Witness:
Signature of Witness:
Name of Member:
Name of Spouse:
Signature of Spouse: