SW3170506_HISTORICAL FILE_20170613

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
PERMIT NO.
SW
DOC TYPE
❑ CURRENT PERMIT
❑ APPROVED PLANS
17DHISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
DOC DATE
YYYYMMDD

Allied Design, Inc.
CIVIL ENGINEERING:• LAND SURVEYING
Firm License No.: C-1891
To: Mr. Mike Randall
LETTER OF TRANSMITTAL
Date: May 22, 2017 Proj. No.: 16-014
Stormwater Permitting Program Project: Easter Creek Partners Building
Division of Energy, Mineral & Land Resources
1612 Mail Service Center Subject: Stormwater Management Permitting
Raleigh, North Carolina27699-1612 RE RECEIVED
DELIVERED: ❑Hand Delivered MAY�2�5�10V1
ED JuN 13 2017
® U. S. Mail
AND
Please rind enclosed the following: STORM WA FRPEr?M11y Land Quality Section
❑Shop Drawings ❑Specifications NP ans Mooresvw@g{ }al Office
COPIES DATE NO. DESCRIPTION
05/15/2017 1 The original Stormwater Management Permit Application Form, signed
and notarized
05/15/2017 2 The original Wet Detention Basin Operation & Maintenance Agreement,
signed and notarized
05/15/2017 3 A copy of the North Carolina Special Warrant, signed, sealed, and
notarized
05/15/2017 4 A copy of the Operating Agreement of EC Rowan, LLC. , signed and
sealed
05/15/2017 5 A copy of the Stormwater Management Plan report
2 05/15/2017 6 Copies of Sheets C1.1, C3.1, C4.1, C5.1, C8.3, and C9.1 thru C9.6.
These items are provided:
®For Approval NAs Requested ❑Reviewed Submittal(s)
❑For Your Use ❑For Review and Comment ❑Other
REMARKS:
Mike,
Enclosed, per your request, is the signed and notarized original of the Sand Filter 0&M Agreement and a Sand
Filter Supplement Form, along with related documents, for the above project. Please contact our office if you
have any questions or need additional information.
Steve Causey
4720 KESTER MILL ROAD WINSTON-SALEM, NORTH CAROLINA 27103
Phone: [phone] •} Fax: [phone]

MAP S/M PAR- . SIP UAN LAN IC/ClPART INT
3 039-
Rowan County Assessor's Office
IIIIIIIIIIIIIINIIIIINIII�IIIIIIIIIIIIIINIIIIIIIIINIIINIIIIIIIIIINIII�I
Doe ID: 013610630002 Type: CRP
Recorded: 02/01/2017 at 01:52:32 PM
Fee Amt: $26.00 Page 1 of 2
Revenue Tax: $0.00
Rowan, NC
J. E. Brindle Register of Deeds
BK 1284 P0278
RECEIVE®
JUN 13 2017
DENR-DEMLR
Land Quality Section
Mooresville Regional Office
REcEoVE®
MAY 2s 1017
S?OQ ATi;R QUAL/R61TING
_Excise Tax: Exempt
Parcel Identifier No. 403/part of 038 Verified by County on the _ day of , 20
Mail/Box
This instrument was prepared by: John W. Dees, H, Attorney at Law, P.O. Box 1308, Salisbury, NC 28145-1308
Brief description for the Index: Tract 1, Map 9995, Page 8258
THIS DEED made this 3181 day of January, 2017, by and between
GRANTOR GRANTEE
ROWAN COUNTY, North Carolina,
a body politic
130 West Innes Street
Salisbury, NC 28144
EC ROWAN, LLC, a North Carolina limited
liability company
1340 Creekshire Way, Suite 210
Winston-Salem, NC 27103
Enter in appropriate block for each party: name, address, and, if appropriate, character of entity, e.g. corporation or partnership.
The designation Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns, and shall include
singular, plural, masculine, feminine or neuter as required by context.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and
by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land situated in the
City of Granite Quarry, Litaker Township, Rowan County, North Carolina and more particularly described as follows:
BEING all of Tract 1, containing 35.914 acres, more or less, as shown on map for Rowan County recorded in
Map Book 9995 at page 8258 in the Rowan County Registry.
This instrument prepared by: John W. Dees, H, a licensed North Carolina attorney. Delinquent taxes, if any, to be
paid by the closing attorney to the County Tax Administrator upon disbursement of closing proceeds.
All or a portion of the property herein conveyed does not include the primary residence of a Grantor.
NC Bar Association Form No. 6 ©1977, 2002
Printed by Agreement with the NC Bar Association —1981 - Chicago Title Insurance Company
Book: 1284 Page: 278 Page 1 of 2

N.
The property hereinabove described was acquired by Grantor by instrument recorded in Book 327 page 305.
A map showing the above described property is recorded in Plat Book 9995 page 8258.
TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in
fee simple.
And the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title as Grantor received, and Grantor will
warrant and defend the title against the lawful claims of all persons claiming by, under or through Grantor, other than the following
exceptions:
Subject to any and all easements, rights of way, reservations and restrictions of record.
IN WITNESS WHEREOF, the Grantor has caused this instrument to be signed by the Chairman of its Board of
Commissioners, attested to by its Clerk, its County seal affixed, all by authority of its Board of Commissioners duly given, the day and
year first above written.
Rowan Countv. North Carolina bodv Dolitic
Ab1Vhb)&A9
By:
C rairman of the Board
(seal)
Slate of North Carolina - County of Rowan
I, the undersigned Notary Public of the County and Slate aforesaid, certify that Carolyn Barger personally came before me
this day and acknowledged that she is the Clerk to the Board of Commissioners of Rowan County, North Carolina, a body politic,
and that by authority duly given and as the act of the Board of Commissioners, the foregoing instrument was signed in its name by
its Chairman of the Board, sealed with the seal of Rowan County, North Carolina, and attested by her as the Clerk to the Board.
Witness my hand and Notarial stamp or seal, this 3 1 day of January, 2017. _ % A
My Commission Expires: & .z 1—Z02-0
JENNIFER R WARD
NOTARY PUBLIC
No ry Public U
Printed or T�M ic:
�TeyLVlryGX
NC Bar Association Form No. 6 © 1977, 2002
Printed by Agreement with the NC Bar Association - 1981 - Chicago Title Insurance Company
Book: 1284 Page: 278 Page 2 of 2

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LNG
OPERATING AGREEMENT RECEIVED
OF EC ROWAN, LLC
JUN 13 2017
DENR-DEMLR
Land Quality Section
Mooresville Regional Office
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE NORTH
CAROLINA SECURITIES ACT OF 1990, AS ANIF.NDED, IN RELIANCE UPON THE
EXEMPTION FROM REGISTRATION SET FORTH IN SECTION 78A-17(9) OF SUCH ACT.
IN ADDITION. THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN
EXEMPTION FROM SUCH REGISTRATION SET FORTH IN THE SECURITIES ACT OF
1933 PROVIDED BY SECTION =4(2) THEREOF. NOR HAVE THEY BEEN REGISTERED
WITH THE SECURITIES COMMISSION OF CERTAIN STATES IN RELIANCE UPON
CERTAIN EXE,MPTTONS FROM REGISTRATION. THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NIAY NOT BE TRANSFERRED
EXCEPT UPON COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND IN A TRANSACTION WHICH IS EITHER EXEMPT FROM
REGISTRATION UNDER SUCH ACTS OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACTS.
Page i of 28

EC ROWAN, LLC
OPERATING AGREEMMENT
THIS OPERATINIG AGREEMENT is entered into and shall be effective as of
January 1, 2017, by and among the Persons set forth on Exhibit A (collectively, the "Members")
who execute this Agreement and become Members of the Company pursuant to its terms.
Statement of Purpose
The Company was formed by Desmond G. Sheridan (the "Organizer") on behalf of the
Members as a limited liability company under the North Carolina Limited Liability Company Act
upon the filing of articles of organization with the Secretary of State of North Carolina. The
Members desire to organize the Company and as set forth herein.
The Members desire to set forth in writing in this Agreement the terms and conditions of
their agreement regarding the ownership and operation of the Company.
"rhe Agreement
NOW. THEREFORE, in consideration of the foregoing and of the mutual covenants,
conditions; stipulations,, and agreements below, the parties covenant and agree as follows:
SECTION 1 DEFINITIONS
The following capitalized terms used in this Agreement shall, unless otherwise noted or
unless the context otherwise requires, have the following meanings:
1.1 "Act" means the North Carolina Limited Liability Company Act. as found in
Chapter 57D of the North Carolina General Statutes.
1.2 "Affiliate" means any (i) Member orManager (ii)member ofthe immediate Family
of any Member or Manager (i.e., his spouse, parents, parents -in -la..•, descendants, nephews. nieces.
brothers, sisters. brothers-in-law, sisters -in law, children -in-law, and grandchildren -in-law); (iii)
legal representative. successor or assignee of any person referred to in the preceding clauses (i)
and (ii): (iv) trustee of the trust for the benefit of any person referred to in the preceding clauses
(i) through (iii): (v) entity which directly, or indirectly. through one or more intermediaries:
controls. is controlled by or is under common control with, any person referred to in the preceding
clauses (i) through (iv): or (vi) person who is an officer. director, trustee, employee, stockholder
(ten percent or more) or partner of any person referred to in the preceding clauses (i) through (v).
For purposes of this definition. the term "control' means the ownership of ten percent or more of
the beneficial interest or voting power of the appropriate entity.
Page 2 of 28

1.3 "Agreement" means this Operating Agreement. as amended from time to time.
1.4 "Assignee" means a person or persons who have acquired beneficial interests in one
or more Member Interests but .who have not been admitted as substitute illember(s).
1.5 "Available Funds" means all cash of the Company reduced by (i) reserves required
under this Agreement, or (ii) reserves as determined by the Managers for expected payments of
operating expenses during the nest twelve month period, for expected payments to lenders for debt
service during the nest twelve month period, and for expected capital expenditures during the next
twelve month period.
1.6 "Capital Account" means a Capital Account which shall be maintained in the books
and records of the Company for each Member. Each Nlember's Capital Account shall be:
(a) increased by:
(i) the amount of money contributed by him to the Company,
(ii) the fair market value ofproperty contributed by him to the Company
(net of liabilities securine such contributed property that the Company assumes or
takes subject to),
(iii) allocations to him of Company income and gain (or items thereof),
including income and gain exempt from tax and, in the case of property that is
reflected on the books of the Company at a book value that differs from its adjusted
basis for federal income tax purposes, solely the amount of income and gain
recognized by the Company for book purposes with respect to such property: and
(b) decreased by:
(i) the amount of money distributed to him by the Company,
(ii) the fair market value of property distributed to him by the Company
(net of liabilities securing such distributed property that such Member assumes or
takes subject to),
(iii) allocations to him of expenditures of the Company which are neither
deductible in computing Company taxable income nor properly capitalized by the
Company, and
(iv) allocations of Company loss and deduction (or item thereof),
including, in the case of property that is reflected on the books of the Company at
a book value that differs from its adjusted basis for federal income tax purposes.
Page 3 of 29

solely the amount of loss and deduction recognized by the Company for book
purposes with respect to such property.
Each Member's Capital Account shall be further maintained and adjusted as may be
necessary in order for the Members' Capital Accounts to be determined and maintained in
accordance with Section 1.704-I(b)(2)(iv) of the federal income tax regulations. For all purposes
of this Agreement. a transferee of a ii-tember's Interest shall succeed to the Capital Account
attributable to the transferred Interest.
1.7 "Code" means the Internal Revenue Code of 1986. as amended_. or the
corresponding provisions of any future federal internal revenue law.
1.8 "Company" means EC ROWAN, LLC.
1.9 "Distribution" means a direct or indirect transfer of money or other property or
incurrence of indebtedness by the Company to or for the benefit of the Members in respect of their
Interests.
1.10 "Interest" means all of a Member's rights in the Company. including without
limitation the Ylember's share of profits and losses of the Company. the right to receive
distributions of Company assets, the right to vote as a Member, the right to obtain information
pursuant to N.C.G.S. 57D-3-04, and any right of Members to participate in management. See
Section 10.4.
1.11 "Interest in the Company." When used in this Agreement in connection with any
required or permitted vote. decision. or consent of Members holding a majority or stated
percentage interest in the Company. the term "interest in the Compam 1, or similar language to such
effect shall be deemed to refer to the Members' respective Percentage Interests in Net Income:
provided that in such context the interest in the Company of any Nonvoting ;Member shall be zero
(0).
1.12 "Land"means the improved real property located in Burke County. North Carolina
which the Company intends to purchase.
1.13 "Manager" means each Person designated as a Manager of the Company according
to this Agreement.
1.14 "Member" means each Person designated as a Member of the Company on Exhibit
A and who executes this Agreement, and any Persons who are admitted as additional or successor
Members pursuant to this Agreement.
1.15 "Net Income" and "Net Loss" mean taxable income or loss of the Company for
federal income tax purposes for each fiscal year determined using the method of accounting then
being utilized by the Company, taking into account all items of income, gain, loss, deduction. and
credit, with the following adjustments:
Page 4 of 28

(i) Any income of the Company that is exempt from federal income tax and
not otherwise taken into account pursuant to this Section 1.15 shall be added to such taxable
income or loss:
(ii) Any expenditures of the Company not deductible in computing its taxable
income and not properly chargeable to capital account (or treated as such pursuant to the
Regulations under Code Section 704) and not otherwise taken into account in computing
Net Income or Net Loss pursuant to this Section 1.1 5. shall be subtracted from such taxable
income or Inss: and
(iii) Notwithstanding any other provision of this Section 1.15, any items which
are specially allocated pursuant to Section 7_2 shall not be taken into account in computing
Net Intone or Net Loss.
1.16 Nonvotine Member' means any Member designated as such on Exhibit A.
Nonvoting Members shall have no right to vote of any matter and shall not be included in the
calculation of any majority or stated percentage interest in the Company.
1.17 "Percentage Interest" means a Member's proportionate distributive share of income
and loss in the initial amount set forth on Exhibit A and as subsequently adjusted as provided in
this Agreement.
1.18 "Person" means an individual, trust. estate, domestic corporation. foreign
corporation, professional corporation, general partnership. limited partnership, limited liability
company, foreign limited liability company, unincorporated association, or other entity.
1.19 "Property" means any real estate and personal property contributed to or acquired
by the Company.
1.20 "Regulations" means the final and temporary Treasury Regulations promulgated
under the Code, including any amendments, or the corresponding provisions of reeulations under
any future federal internal revenue law.
1.21 "Unit" means that portion of a Member's Interest that is represented by each
hundredth of a percent (0.01 %) of that Member's Percentage Interest.
1.22 "Unreturned Cash" means, with respect to any Member, the amount of cash
invested in the Company by such Member as a capital contribution and not previously repaid
pursuant to Section 8.1(a) or 8 2(a).
SECTION2 FORMATION OF LIMITED LIABILITY COMPANY
2.1 Formation. Upon filing articles of organization with the Secretary of State. the
Organizer formed EC ROWAN. LLC as a limited liability company under and pursuant to the Act.
2.2 Name. The name of the Company is "EC ROWAN. LLC".
Page 5 of 28

2.3 Registered Office and Registered Agent. The street address and mailing address of
the registered office of the Company shall be as set forth in the Articles of Or_anization, or such
other place or places as may be approved by the \-tanagers from time to time.
2.4 Principal Place of Business. The principal place of business of the Company shall
be as determined by the Managers in their sole discretion.
2.5 Purposes. The Company may engage in any lawful business for which limited
liability companies may be organized under the Act, unless a more limited purpose is stated in the
Company's articles of organization.
SECTION 3 RIGHTS .AND DUTIES OF MANAGERS
3.1 Manat,,ement. The business and affairs of the Company shall be managed by its
Managers. Subject to the terms of this Agreement or nomvaivable provisions of applicable law.
the Managers shall have full and complete authority. power. and discretion to manage and control
the business, affairs. and properties of the Company, to make all decisions regarding those matters
and to perform any and all other acts or activities customary or incident to the management of the
Company's business. At any time when there is more than one Manager, the approval of the
majority of the Nlanagers shall be required to take any action on behalf of the Company; provided,
however, that any one bfanager may make expenditures on behalf of the Company which do not
exceed $5,000 per occurrence. The Managers shall have the right to act by written consent signed
by a majority of the Managers. When there is one (1) Manager, such Manager may act alone in all
matters concerning the Company with the joinder of no other person.
3.2 Number. Tenure. and Qualifications. The Company shall initially have the Managers
shown on Exhibit B. Each Manager shall hold office until his successor shall have been elected
and qualified. Managers shall be elected by the affirmative vote of the Members holding at least
a majority in interest of all Interests. Managers do not need to be residents of the State of North
Carolina or Members of the Company.
3.3 Managers' Standard of Care. A Manager's duty of care in the discharge of the
Manager's duties to the Company and the other Alembers is limited to refraining from cnga-ing in
grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. In
discharging his duties, a Manager shall be fully protected in relying in good faith upon the records
required to be maintained under Section 3.14 and upon such information. opinions, reports, or
statements by any of its other Managers. Members, agents, or by any other person. as to matters
the Managers reasonably believe are within such other person's professional or expert competence
and who has been selected with reasonable care by or on behalf of the Company, including
information, opinions, reports, or statements as to the value and amount of the assets. liabilities.
profits; or losses of the Company or any other facts pertinent to the existence and amount of assets
from which distributions to members might properly be paid.
3.4 Certain Powers of lManager. Without limiting the generality of Section 3. each
of the Managers shall have power and authority, on behalf of the Company:
Page 6 of 28

(a) To acquire Property from any Person as the Managers may determine. The fact
that a Manager or a Member is directly or indirectly affiliated or connected with any such Person
shall not prohibit the Manaeers from dealing with that Person.
(b) To borrow money for the Company from banks. other lending institutions.
Managers. Members, or Affiliates of Managers or Members. on such terms as the Manaeers deem
appropriate, and in connection therewith, to hypothecate. encumber. and grant security interests in
the assets of the Company to secure repayment of the borrowed sums. \b debt shall be contracted
or liability incurred by or on behalf of the Company except by the Managers, or to the extent
permitted tinder the Act, by agents or employees of the Company expressly authorized to contract
such debt or incur such liabilit by the Manaeers. I f the Managers apply for a loan to the Company.
no bank or other lending institution shall be required to inquire as to the purposes for which such
loan is sought, and as between the Company and such bank or other lending institution, it shall be
conclusively presumed that the proceeds of such loan are to be and will be used for the purposes
authorized under this Agreement.
(c) To purchase liability and other insurance to protect the Company's Property and
business.
(d) To hold and own any Company properly in the name of the Company.
(e) To invest anv Company funds temporarily (by way of example but not limitation)
in time deposits. short -tern governmental obligations. commercial paper. or other investments.
(1) Upon the affirmative vote of the f`,tembers holding at least a majority in interest of
all Interests, to sell or otherwise dispose of all substantialh all of the assets of the Company as
pan of a single transaction or plan so lone as such disposition is not in violation of or a cause of a
default under any other agreement to which the Company may he bound. The affirmative vote of
the Members shall not be required with respect to any sale or disposition of the Company's assets
in the ordinary course of the Company's business.
(g) To execute on behalf of the Company all instruments and documents. including.
vithrnrt limitation, checks, drafts, notes, other negotiable instruments, mortgages, deeds of trust,
security agreements, financing statements, documents providing for the acquisition, mortgage or
disposition of the Company's property. assignments, bills of sale, leases, partnership agreements,
operating agreements of other limited liability companies, and any other instruments or documents
necessary, in the opinion of the Managers, to the business of the Company.
(h) To employ accountants, legal counsel, managing agents, or other experts to perfenn
services for the Company and to compensate them from Company funds.
(i) To enter into anv and all other agreements on behalf of the Company, with any
other Person for any purpose. in such forms as the iylanagers may approve.
(j) To do and perform all other acts as may be necessary or appropriate to the conduct
of the Company's business.
Page 7 of 28

Unless authorized to do so by this Agreement or by the Managers of the Company, no
attorney -in -fact. employee. or other agent of the Company shall have any power or authority to
bind the Company in any way, to pledge its credit, or to render it liable pecuniary for any purpose.
No Member shall have any power or authority to bind the Company unless the Member has been
authorized by the Managers to act as an agent of the Company in accordance with the previous
sentence.
Notwithstanding anything herein to the contrary, the Managers may take none of the
following actions except with the written consent of all of the \-tanagers: None.
1.5 Liability for Certain Acts. Each Manager shall act in a manner the Manager believes
in good faith to be in the best interest ofthe Company and with such care as an ordinarily prudent
person in a like position would use under similar circumstances. A Manager is not liable to the
Company, its Members, or other Managers for any action taken in managing the business or affairs
of the Company if the Manager performs, the duties of Manager in compliance with the standard
contained in this Section. No Manager has guaranteed nor shall have any obligation with respect
to the return of a Member's capital contributions or profits from the operation of the Company. No
Manager shall be liable to the Company or to any Member for any loss or damage sustained by the
Company or any Member, except loss or damage resulting from intentional misconduct or
knowing violation of law or a transaction for which such Manager received a personal benefit in
violation or breach of the provisions of this Agreement. Each Manager shall be entitled to rely on
information, opinions. reports, or statements, including but not limited to financial statements or
other financial data prepared or presented in accordance with the provisions of N.C. Gen. Stat.
57D-3-22.
3.6 Managers Have No Exclusive Duty to Company. The Managers shall not be
required to manage the Company as the Manager's sole and exclusive function and the Managers
may have other business interests and may engage in other activities in addition to those relating
to the Company. Neither the Company nor any Member shall have any right. by virtue of this
Agreement, to share or participate in such other investments or activities of the Managers or to the
income or proceeds derived therefrom. The Managers shall incur no liability to the Company or
to any of the Members as a result of engaging in any other business or venture. Section 14.3
governs conflicts of interest between Managers and the Company.
3.7 Dank Accounts. The Managers may from time to time open bank accounts in the
name of the Company, and the Managers shall be the sole signatories thereon, unless the Managers
determine otherwise.
3.8 Indemnity of the Managers. Employees and Other Agents. To the fullest extent
permitted under the Act. the Company shall indemnify the Managers and make advances for
expenses to them with respect to the matters capable of indemnification under the Act. The
Company shall indemnify its employees and other agents who are not Managers to the fullest
extent permitted by law, provided that such indemnification in any given situation is approved by
a majority in interest of the Members.
3.9 Resignation. Any Manager of the Company may resign at any time by giving
written notice to the Members of the Company. The resignation of any Manager shall take effect
Page 8 of 28

upon receipt of the notice or at such later time as shall be specified in such notice; and, unless
otherwise specified in notice of resignation, the acceptance of such resignation shall not be
necessary to make it effective. The resignation of a Manager who is also a Member shall not affect
the Manager's rights as a Member and shall not constitute a withdrawal of a Member.
3.10 Removal. At a meeting called expressly for that purpose. all or any lesser number
of Managers may be removed at any time, with or without cause, by the affirmative vote of the
Members holding at least a majoring in interest of all Interests. The removal of a Manager who is
also a Member shall not affect the Nlanaoer's rights as a .Member and shall not constitute a
withdrawal of a Member. Non -Voting.: Members shall not have the right to vote to remove any
Manager.
3.11 Vacancies. In the event any'Nlanauer ceases to serve as a Manager for any reason,
the Member entitled to appoint the replacement Manager pursuant to Section 3.2 shall appoint a
replacement, who shall serve until removed by the appointing Member or until his earlier death or
resignation.
3. I- Compensation. The compensation of the Managers, if any. shall be fixed from time
to time by an affirmative vote of the Members, and no Manager shall be prevented from receiving
such salary by reason of the fact that he is also a Member of the Company.
3.13 Annual Report for Secretary of State. The Nlana2ers shall deliver to the Secretary
of State for filinu an annual report in accordance with N.C. Gen. Stat. § 57D-2-23.
3.14 Books and Records. The Managers shall keep true and full books and records
showing all receipts and expenditures. assets and liabilities, income and losses and all other records
necessary for recording the Company's allocations and distributions provided for in this
Agreement. The Managers shall also maintain in the records of the Company- the information and
documents set forth in N. C. Gen. Stat. § 57D-3-04. The books of the Company shall be maintained
on the same basis of accounting which the Company uses for federal income tax purposes. The
Managers shall maintain such books and records at all times at the principal office of the Company.
where they shall be available during regular business hours for inspection, examination. and
copying by all Members and Managers or by their duly authorized representatives.
3.15 Fiscal Year. The fiscal year of the Company shall be the calendar year.
SECTION 4 RIGHT AND OBLIGATIONS OF MEVIBERS
4.1 Limitation on Liabilitv. Each Member's liability shall be limited as set forth in this
Agreement, the Act, and other applicable law.
4.2 No Liability for Company Obligations, No Member will have any personal liability
for any debts or losses of the Company beyond his respective original capital contributions, except
as provided by law.
Page 9 of 28

4.3 Indemnification. To the fullest extent permitted under the Act, the Company shall
indemnify the Members and make advances for expenses to them with respect to the matters
capable of indemnification under the Act.
4.4 List of \gembers. Upon written request of any Member, the Managers shall provide
a list showing the names. addresses. and Percentage Interests of all Nlembers, Assignees, and
Managers and the other information required by N. C. Gen. Stat. § 57D-3-04 and maintained
pursuant to Section 3.14.
4.5 Voting Rights. Unless otherwise provided herein, all matters requiring a vote by
the Members shall require the affirmative vote of at least a majority in interest of the Interests of
all Members (other than Nonvoting Members) present at a meeting or authorized to vote by proxy.
The Members may take any action of the Members by written consent in lieu of a meeting, signed
by at least a majority in interest of the Interests of all Members ('other than Nonvoting Members).
4.6 Priority and Return of Capital. Except as may be expressly provided in Section 7.
no Member or Assignee shall have priority over any other Member or Assignee, either as to the
return of capital contributions or as to Net Income, Net Loss. or distributions. This Section shall
not apply to loans (as distinguished from capital contributions) a Member has made to the
Company.
4.7 Representations and Warranties. Each Member and. in the case of a Nlember that
is an organization, the person(s) executing this Agreement on behalf of the organization. hereby
represents and warrants to the Company and each other Member that: (a) if that Member is an
organization. that it is duly organized; validly existing, and in good standing under the law of' its
state of organization and that it has full organizational power to execute and agree to the Agreement
and to perform its obligations hereunder: (b) that the Member is acquiring the Interest for the
Member's own account as an investment and without an intent to distribute the Interest: and (c) the
Member acknowledges that the Interests have not been registered under the Securities Act of 1933
or any state securities laws, and may not be resold or transferred by the Member without
appropriate registration of the availability of an exemption from such requirements.
4.8 Guaranty of Company Debt. Each Member, and their owners if such Member is a
business organization, shall have the obligation to execute such personal guaranties of payment
requested by any lender to the Company. with the amount of such personal guaranty being no less
than such Member's pro rasa share of the Company indebtedness related to such guaranty. If any
Member, or any owner of a Member which is a business organization, shall refuse to execute such
a guaranty, then such Member shall be treated as a "Liquidating Member", whose Interest may be
liquidated by the Company in accordance with Section 10 below. If any Member pays more than
its Percentage Interest of any Company debt (based upon the respective number of Units owned
by the Members at the time the debt was incurred) which (a) such Member guaranteed with the
consent of the other Member(s): or (b) by operation of law, such Member was directly liable to
pay, then the Member who has paid more than its Percentage Interest of any such Company debt
shall be entitled to contribution from the other Member(s) for its (or their) pro rata share of the
Company debt paid by the Member paying more than its Percentage Interest of Company debt. In
the event that any Member shall become bankrupt or declared insolvent prior to fulfilling such
Member's obligations under this Section 4.8 (referred to hereafter as a "Defaulting Member"), then
Page 10 of 28

all of the Non -Defaulting Members shall be responsible for paying their pro rata share of the
amount owed by the Defaulting Member (in proportion to the Units owned by the Non -Defaulting
members) in addition to the Member's Percentage Interest in the Company debt paid by the
Member paying more than its Percentage Interest of Company delft. Such contribution payment
shall be due within twenty (20) days after written notice from the Slember that has paid more than
its Percentage Interest of any Company debt.
SECTION 5 MEETINGS 01' MEMBERS
5.1 Annual Meeting. No annual meeting of the Members shall be required.
5.2 Special Meetings. Special meetings of the Members. fur any purpose or purposes.
unless otherwise prescribed by statute. may be called by ari Manager or by any Member or
Nlembers (other than Nonvoting Members) holding at least 10% of the Interests. Business
transacted at all special meetings shall be confined to the purpose(s) stated in the notice.
53 Place of Meetings. The Manager may designate any place, either within or outside
the State of North Carolina, as the place of meeting for any meeting of the Members. If no
designation is made, the place of meeting shall be the principal office of the Company in the State
of North Carolina.
5.4 Notice of Meetings. Written notice stating the place, day and hour of the meeting
and the purpose or purposes for which the meeting is called shall be delivered not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, be
or at the direction of the Managers or person calling the meeting. to each Member entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered two calendar days after
being deposited in the United States mail. addressed to the Member at the Member's address as it
appears on the books of the Company, with postage thereon prepaid.
5.5 Meeting of All Members. If all of the Members shall meet at any time and place,
either within or outside of the State of North Carolina. and consent to the holding of a meeting at
such time and place, such meeting shall be valid without call or notice, and at such meeting any
laxwful action may he taken.
5.6 Record Date. For the purpose of determining Members entitled to notice of or to
vote at any meeting of Members (or any adjournment thereof), or Members entitled to receive
payment of any distribution, or in order to make a determination of Members for any other purpose,
the date on which notice of the meeting is mailed or the date on which the resolution declaring
such distribution is adopted, as the case may be, shall be the record date for such determination of
Members. When a determination of Members entitled to vote at any meeting of Members has been
made as provided in this Section, such determination shall apply to any adjournment thereof.
5.7 Quorum. il9embers holding at least two-thirds (2/3) in interest of all Interests.
represented in person or by proxy, shall constitute a quorum at any meeting of Members. In the
absence of a quorum at any such meeting. a majority of the Interests so represented may adjourn
the meeting from time to time for a period not to exceed sixty (60) days without further notice.
However, if at the adjournment a new record date is fixed for the adjourned meeting. a notice of
Page 11 of 28

the adjourned meeting shall be given to each Member of record entitled to vote at the meeting. At
such adjourned meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally noticed. The %'Iembers
present at a duly organized meeting may continue to transact business until adjournment,
notwithstandim; the withdrawal during such meeting of that number of Interests whose absence
would cause less than a quorum to be present.
5.8 Manner of Acting. If a quorum is present, the affirmative vote of the Members in
accordance with Section 4.5 shall be the act of the Members (other than Nonvoting Members),
unless the vote of a greater or lesser proportion or number is otherwise required by the Act. by the
Articles of Organization, or by this Agreement. Unless otherwise expressly provided herein or
required under applicable law. Members who have an interest (economic or otherwise) in the
outcome of any particular matter upon which the Members vote or consent may vote or consent
upon any such matter and their Interest, vote or consent. as the case may be, shall be counted in
the determination of whether the requisite matter was approved by the Members.
5.9 Proxies. At all meetings of Members, a Member may vote in person or by prosy
executed in writine by the Member or by a duly authorized attorney -in -fact. Such proxy shall be
tiled with the Managers of the Company before or at the time of the meeting. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
5.10 Action by Members Without a i%jeeting. Action required or permitted to be taken
at a meeting of Members may be taken without a meeting if the action is evidenced by one or more
written consents describing the action taken. signed by a majority in interest of the Members (other
than Nonvoting Members) and delivered to the Managers of the Company for inclusion in the
minutes or for filing with the Company records. Action taken under this Section is effective when
the Members required to approve such action have signed the consent, unless the consent specifies
a different effective date. The record date for determining Members entitled to take action without
a meeting shall be the date the first Member signs a written consent.
5.11 Waiver of Notice. When any notice is required to be given to any Member, a waiver
thereof in writing signed by the person entitled to such notice, whether before, at, or after the tittle
stated therein, shall be equivalent to the giving of such notice.
SECTION 6 CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS
6.1 Original Capital Contributions. The ;Members shall make the original capital
contributions shown as Exhibit A. The original Capital Account for each Member shall be such
initial capital contribution, and the Percentage Interests of the Members shall be as set forth on
Exhibit A of this Agreement.
6.2 Additional Capital Contributions. Additional capital contributions by the Members
shall be as required by the Managers. Except as otherwise agreed by the Members. all additional
capital contributions of the Members shall be made in the same proportions as their Percentage
Interests.
Page 12 of 28

6.3 Failure of Member to Make Capital Contributions: Remedies. If a [Member fails to
make payment when due of any additional Capital Contributions as required by Section 6.2, the
Company shall be entitled to elect one or more of the Following remedies:
(a) If any :Member fails to make any or all of that Member's Capital
Contribution as required by Section 6.2 within ten (10) days of the time such contribution is due,
then the remaining Members may make the additional Capital Contribution for the non-
contributing Member in such amounts as they may unanimously agree among themselves. if they
are unable to agree, each Member shall have the primary right to contribute that portion of the non-
contributing Member's share which the proportion of such contributing Member's Unit Interest
bears to the aggregate Unit Interest of all such contributing Members (which shall specifically
exclude the non-contributing Member), and a secondary right to contribute any remaining portion
of such obligation of the non-contributing Member which is not contributed by any other Member
in the exercise of such Member's primary right. If there is more than one contributing Member
desiring to exercise secondary rights, they shall be entitled to contribute the remaining portion of
such excess in the same proportion as stated above with regard to their primary rights. In the event
contributing Members make the required additional Capital Contributions of a non-contributing
Member. appropriate adjustments shall be made (i) to the Capital Accounts of the contributing
Members to credit each with the Capital Contributions made by the respective contributing
Members, and (ii) to the Unit Interests and Percentage Interests of the Members by decreasing the
interests of the non-contributing Members and increasing the interests of the contributing Members
who make the required additional Capital Contribution of the non-contributing Members. These
increases and decreases in the Unit Interests and Percentage Interests of the Members shall result
in Unit Interests and Percentage Interests of the Members that are in the same proportions as the
aggregate Unreturned Cash of the Members. For example. if one Member has made aggregate
Unreturned Cash of $1.000.00. and the others have made aggregate Unreturned Cash of
$99.000.00. Unit Interests and Percentage Interests of the Members shall be adjusted so that the
first Member has one (I%) percent of Unit Interests and Percentage Interests and the others have
ninety-nine (99%) percent. Such adjustment, shall be effective on the date the contributing
Members make their Capital Contributions and shall be determined by the Company's independent
accountants.
(b) The Company (upon the affirmative vote of a majority in interest of the
Members. other than the non-contributing Members) may borrow such sums as may be necessary
to cure any such defaults on such terns, including rate of interest and maturity. as deemed
advisable. in which case the non-contributing Members shall be liable to the Company for the
amount which he has failed to contribute. together with the Company's actual expenses incurred
in connection with any such borrowing. including interest and reasonable attorneys' fees. Such
liability shall be payable, as determined by the Managers. only from such Member's share of any
Company distributions or by a direct debit against such Member's positive Capital Account
balance.
(c) The right to liquidate the Interest held by the non-contributing Member or
Members. as provided in Section 10 below.
(d) The right to dissolve and liquidate the Company.
Page 13 of 28

6.4 Liability of Compam-. The Company shall indemnify every Member in respect of
payments made and personal liabilities reasonably incurred by such Member in the ordinary and
proper conduct of Company business, or for the preservation of its business or property. and such
payments made and liabilities incurred by a i\,Iember shall be considered a liability of the Company
to such Member other than in such Nlember's capacity as a Member and shall not be considered a
liability to such Member in respect to either such Member's capital or profits interest in the
Company.
6.5 Capital Accounts. An individual Capital Account shall be maintained for each
Member in accordance with the provisions of this Agreement. No Member shall be entitled to
withdraw any part of such Member's Capital Account or to receive any distribution from the
Company, except as provided in Sections 8 and 12 below. No interest shall be paid by the
Company to any Member on any capital contributed to the Company.
6.6 No Personal Liability. No Member shall have any personal liability to make any
additional Capital Contribution.
SECTION 7 ALLOCATIONS OF NET INCOME AND NET LOSS
7.1 Net Income and Net Loss. Except as otherwise provided in this Agreement, the
Net Income and Net Loss of the Company for each fiscal year of the Company shall be allocated
among the Members as follows:
7.1.1. Net Income shall be allocated according to the following order of
priority:
(a) First, to the Members, if any, who have been allocated Net
Losses pursuant to Section 7.1 2(b) below, pro rata to such Members in
accordance with the ratio of Net Losses so allocated. until the cumulative
Net Income allocated pursuant to this Section (a) equals the cumulative
prior allocation of Net Losses under Section 7.1.2(b) below.
(b) Second, to those Members, if am. who have been allocated
Net Losses pursuant to Section 7.1 2(c) below pro rata to such Member in
accordance with the ratio of the Net Losses allocated until the cumulative
Net Losses allocated pursuant to this Section (b) equals the cumulative prior
allocation or Net Losses under Section 7. 12(c) below.
(c) Thereafter; to the ,Members in accordance with their
Percentage Interests.
7.1.2. Net Losses shall be allocated according to the following order of
priorir:
(a) First, to those Members, if any. who have been allocated Net
Page 14 of 28

Income pursuant to Section 7.1.1(a) above. pro rata to such Members in
accordance to the ratio of the Net Income so allocated until the cumulative
Net Losses allocated pursuant to this Section (a) equal the cumulative prior
allocations of Net Income under Section 7.1.1(a) above.
(b) Second. to those iflembers. if any. with Unreturned Cash.
pro rata in accordance with such Unreturned Cash up to the amount of
Unreturned Cash.
(c) Third. to those Members with positive Capital Accounts. pro
rata in accordance with their respective positive Capital Accounts until no
LMentber has a positive Capital Account balance.
(d) Thereafter, to the Members in accordance with their
Percentage Interests.
7.2 Special Allocations. To the extent the Company has imputed interest income or
expense with respect to any loan transaction with a Member, such interest shall be specially
allocated to the Member whom the lending transaction is with. To the extent practicable,
depreciation recapture shall be specially allocated to the Members to whom the related
depreciation deductions were allowed.
7.3 Allocation Causing Negative Capital Accounts.
(a) Notwithstanding the otherprovisions of this Agreement, ifan allocation ofNet Loss
(or item thereof) to a Member would cause or increase a deficit balance in his Capital Account in
excess of his obligation to restore any such negative balance to the Company in the event of the
liquidation of the Company or of his Interest (a "Restoration Obligation"). then the allocation shall
not be made to such Member. For purposes of making the determination set forth in the preceding
sentence:
(i) Each Member's Restoration Obligation shall be deemed to include his
proportionate share (as provided in Regulations Section 1.704-1(b)) of the Company's Minimum
Gain (as hereinafter defined), and any amount which he is unconditionally required under this
Agreement or by law to contribute to the Company by the later for (A) the end of the taxable year
in which the liquidation of the Company occurs. or (B) 90 days after the date of liquidation of the
Company.
(ii) Each Member's Capital Account balance shall be reduced by reasonably
expected allocations or adjustments of loss (or item thereof) under Regulation Section 1.704-
l(b)(2)(ii)(d)(4) and (5), and by reasonably expected distributions to the extent not offset by
reasonable expected Capital Account increases. the value of the Company's assets shall be
presumed to be equal to their adjusted basis for federal income tax put -poses.
(b) Except as otherwise provided herein, no Nlember shall be obligated to contribute
additional capital to the Company in order to restore a deficit balance in his Capital Account. for
purposes of this Agreement. "Minimum Gain" means with respect to each nonrecourse liability of
Page 15 of 28

the Company, the amount of gain (of whatever character), if anv. that would be realized by the
Company if it disposed of(in a taxable transaction) the Company property subject to such liability
in full satisfaction thereof.
(c) Any special allocations of Net Income or gross income under this Section 7.3 shall
be taken into account in computing subsequent allocations of Net Income and Net Loss so that to
the extent possible the aggregate amounts of Net Income and Net Loss allocated to each Member
will be equal to the aggregate amounts that would have been allocated to them in the absence of
the unexpected Account Reduction Items or reduction in Company ��linimum Gain.
7.4 Power of Managers to Vary Allocations. It is the intent of the Members that each
Member's distributive share of Net Income or Loss shall be determined and allocated in accordance
with the provisions of this Section 7 to the fullest extent permitted by Code Section 704(b) and the
Regulations thereunder. Therefore, if Company is advised that any allocation provided in this
Section 7 is unlikely to be respected for federal income tax purposes, the Managers are granted the
power to amend the allocation provisions of this Agreement to the minimum extent necessary to
effect the plan of allocations and distributions provided in this Agreement.
7.5 Tax Allocations: Code Section 704(c). In accordance with Code Section 704(c).
income, gain. loss, and deduction with respect to any property contributed to the Company shall,
solely for 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 initial fair market value (as used as book value of the property by the Company). In the event
the book value of any Company property is adjusted upon: (I) acquisition of an Interest by any
Person in exchange for a capital contribution. (2) any non -pro rats distribution to Members of
Company property other than cash. or Q) a termination of the Company for federal income tax
purposes, subsequent allocation of income, gain, loss, and deduction with respect to such asset
shall take account of any variation between the adjusted basis of such asset for federal income tax
purposes and its book value in the same manner as under Code Section 704(c) and the Regulations
thereunder. Allocations pursuant to this Section 7_5 are solely for purposes of federal, state. and
local taxes and shall not affect. or in any way be taken into account in computing. any IVIember's
Capital Account or share of Net Income. Net Losses, other item. or distributions pursuant to any
provision of this Agreement.
7.6 Transfers of Member Interests. In the event a Member transfers or otherwise
disposes of his entire Interest, the Company taxable year shall close with respect to such Member
and such Member shall include in taxable income for his taxable year within which his interest
terminates his distributive share. as determined in this Agreement, of the Company items of
income, gain, loss, deductions. or credits and any guaranteed payments received by him. The
Member's distributive share of items described above may be estimated by determining his pro
rata share of the amount of the items based on the portion of the taxable year that has elapsed prior
to the termination of the interest.
If a Member transfers or otherwise disposes of less than his entire interest in the Company.
the taxable year of the Company shall not close with respect to such Member, and the distributive
share of items which he is required to include in his taxable income shall be determined by taking
Page 16 of 28

into account his varying interests in the Company during the year in which the transfer or other
disposition occurs.
SECTION 8 DISTRIBUTIONS.
8.1 Distributions to Members Other than Upon Dissolution. Except as provided in
Section 8.2. all distributions to the Members shall be made as follows:
(a) First. to the Members with Unreturned Cash up to the amount of the Unreturned
Cash, pro rata in proportion to the Members' Unreturned Cash.
(1) Second, to the ;\lembers in accordance with their Percentage Interests.
Distributions can be made in other proportions if those ivlembers who receive less than
their proportionate share consent to the lesser amount. Distributions shall be made in the sole
discretion of the Managers.
8.2 Distributions to Members Upon Dissolution. Upon dissolution of the Company,
distributions shall be made as follows:
(a) First. to the Members with Unreturned Cash up to the amount of the Unreturned
Cash, pro rata in proportion to the Mcnnbers' Unretumed Cash.
(b) Second, to the Members with positive Capital Accounts in proportion to such
positive Capital Accounts up to the amount of such positive Capital Account.
(c) Third, to the Members in accordance with their Percentage Interests.
SECTION 9 TRANSFERS OF INTERESTS
9.1 Transferability of Interests. No Memberor Assignee shall at any time sell, transfer,
encumber. give. or otherwise dispose of all or any part of his Interest except for transfers (a) to
existing iUembers; (h) that have received the written approval of the Managers, which approval
may be granted or denied in the sole discretion of the Managers; or (c) that are in accordance with
Section 9_2 hereof. Notwithstanding the foregoing. Member J. Steven Summer may freely transfer
his Interest on any terms and any transferee of J. Steven Summer may be vested with all rights
associated with J. Steven Summer's Interest as J. Steven Summer may specify. In addition to the
transfer restrictions and conditions set forth herein, no Member or Assignee shall at any time sell,
transfer, encumber give or otherwise dispose of all or any part of his Interest unless such transfer
will not violate any federal or applicable state securities la%vs nor adversely affect the Company's
tax treatment as a partnership and, at the request of the Company, the proposed transferee shall be
required to furnish to the Company an opinion of counsel confirming the foregoing. satisfactory
in form and substance to the Company. Any transferee of an Interest by any means shall have only
the rights. powers. and privileges set out in Section 9_3 or otherwise provided by law and shall not
become a Member of the Company except as provided in Section 9_4; orovided, however. any
transferee who is already a Member shall be entitled to all rights. powers and privileges of a
Member with respect to the transferred Interest.
Page 17 of 28

9.2 Right of First Refusal. Except as otherwise provided in Section 9.1. no Member
shall sell or otherwise transfer all or any portion of its Interest (the "Offered Units") unless such
Member (the "Seller") first offers to sell the Offered Units pursuant to the terms of this Section
9.2.
(a) Prior to making any transfer that is subject to the terms of this Section 9_2. the Seller
shall (i) provide written notice to the Company and the remaining Members that he has received a
bonafide offer to purchase the Offered Units: indicating the name and address of the perspective
purchaser. the number of Offered Units. the consideration to be paid for the Offered Units, the
terms of payment of the consideration and any other terms of the sale, and (i i) make a written offer
to sell the Offered Units to the remaining Members at the same price and upon the same terms set
forth in the Offer to Purchase received by the Seller as described above.
(b) Within thirty (30) days after the receipt of the notice described in subsection (a)
above: the remainin, iNlembers may purchase the Offered Units in such proportions as they agree
anion_ themselves within sixty (60) days after the receipt of the notice described in subsection (a),
at the same price and upon the same terns and conditions provided for in the written notice
described in subsection (a). If the remaining Members are unable to agree, each Member shall
have the primary right to purchase that portion of the remaining Offered Units which the proportion
of such Member's Percentage Interest bears to the aggregate Percentage Interest of all Members
desiring to purchase the Offered Units, and a secondary right to purchase any remaining portion
of the Offered Units of the Seller which is not purchased in the exercise of such Member's primary
right. Ifthere is more than one Member desiring to exercise secondary rights, they shall be entitled
to purchase the remaining portion of the Offered Units in the same proportion as stated above with
regard to their primary rights.
(c) It' the remaining Members do not exercise their option to purchase the Seller's
Offered Units, the Seller shall, for a period of thirty (30) days following the sixty (60) day period
described in subsection (b) above. be free to sell its Offered Units to the prospective purchaser in
strict accordance with the price and terms contained in the written notice described in subsection
(a) above. If the Seller shall fail to make such transfer within the thirty (30) day period. the right
to transfer the Offered Units to the prospective purchaser named in the notice described in
subsection (a) shall expire.
9.3 Riahts of Transferee. unless and until admitted as a Member of the Company in
accordance with Section 9_. the transferee of an Interest shall not be entitled to any of the rights,
powers, or privileges of a Member, except that the transferee shall be entitled to receive the
distributions and allocations to which the Member would be entitled but for the transfer of his
Interest.
9.4 Admission of Transferees as Members. A transferee of an Interest may be admitted
as a Member of the Company upon furnishing to the Company all of the following:
(a) The written consent of all Managers;
(b) Evidence of compliance with all terms specified by the Managers;
Page 18 of 28

(c) An opinion of counsel, satisfactory in form and substance to a majority of
the Managers. that neither the offering nor the proposed sale of the Interest
will violate any federal or applicable state securities laws and that such sale
will not adversely affect the Company's tax treatment as a partnership;
(d) The acceptance, in a form satisfactory to majority of the Managers. of all
the terms and conditions of this A2reentenC and
(e) Payment of such reasonable expenses as the Company may incur in
connection with his admission as a Member.
95 Partial Transfers. Transfers of a portion of a Member's Interest shall be made by
the assignment of Units. Upon the assignment of Units, appropriate adjustments shall be made to
the Percentage Interests of the transferor and transferee. Unless specified otherwise by the
transferor, a proportionate part of the transferor's Capital Account shall be transferred to the
transferee upon the assignment of Units.
9.6 External Transfers. Nothing herein shall be deemed to restrict or prohibit the
transfer of interests in any Member which is a business entity.
SECTION 10 LIOUIDAI'ION OF COMPANY INTEREST ON CERTAIN EVENTS
10.1 Elective Liquidation of Interest.
(a) The occurrence of any of the following events with respect to a Member
other than J. Steven Summer (the "Liquidating Member"). as determined by the Managers in their
sole discretion (by excluding any Manager who is also the Liquidating Member from participating
in such determination), shall constitute a "Liquidation of Interest Trigger" f'or purposes of this
Agreement:
(i) a general assignment by a Member for the benefit of creditors. the
entering into a plan or arrangement by a Member with his creditors, or an admission by a Membcr
in writing of inability to pay debts as they mature;
(ii) the institution of proceedings by or against a Member for the relief of
debtors. or under the Federal Bankruptcy Code, or for the appointment of a receiver, custodian,
trustee, or other officer to take possession of the assets of a Membcr; or for the attachment,
execution orjudicial seizure of a Member's assets:
(iii) the failure of a Member to contribute a required capital contribution;
(iv) if the Member transfers or assigns, or attempts to transfer or assign,
without the prior written consent of the Company, all or any part of his Interest in the Company or
the assets of the Company, except as may be otherwise permitted by this Agreement;
Page 19 of 28

(v) a Member is convicted of a felony under the laws of any state or the
United States:
(vi) the death or dissolution of an individual .Member (unless the Member's
interest is transferred to another Member pursuant to the Deceased Member's Will);
(vii) a transfer of an individual Nlember's Interest to a spouse in connection
with a divorce proceeding;
(viii) with respect to any Nonvoting Member, upon the election to remove
such Nonvoting Member by the voting Members: or
(ix) the failure of a :Member to execute a guaranty of Company debt, as
required by Section 4.8 above.
(b) Election to Liquidate an Interest by the Company. At any time prior to the
end of the sixtieth (60th) day following the later of (i) the occurrence of a Liquidation of Interest
Trigger, or (ii) the receipt by the Company of actual notice of such event, the Company shall be
entitled to elect (by delivering written notice of its election to the Liquidating Member or to the
executor or administrator of the estate of a Liquidating Member) to liquidate all of the Interest of
the Liquidating Member at the price and upon the terms set forth in Section 10.2 and 103. The
Liquidating Member shall not participate in the voting to determine whether the Company will
elect to liquidate the Interest. In no event shall the Liquidating Member have the right to force a
liquidation of his Interest. the liquidation of the Company, or a sale of the Company's property.
10.2 Liquidation Price. Subject to the provisions of the following paragraph. the
liquidation price for any Interest purchased pursuant to the provisions of Section 10.1 shall be the
Net Asset Value of that Interest as determined under Section 11.
103 Closing of Liquidation of Interest. The closing of the liquidation of an Interest by
the Company pursuant to this Section (the "Closing") shall be held at the principal office of the
Company on a date selected by the Company that shall be within sixty (60) days after the election,
pursuant to Section 10.1. to liquidate the Interest. At the Company's option, payment of the
liquidation price may be made by delivery of certified funds or by delivery of the Company's
promissory note providing for payment of the principal balance in sixteen equal quarterly
installments over the four years following the Closing, together with quarterly payments of interest
on the unpaid principal balance at the mid-term Applicable Federal Rate in effect under Code
Section 1274(d) at the time of the Closing. Upon the payment by the Company at Closing of the
liquidation price specified in Section 10.2. all rights and entitlements of the Interest being
liquidated shall be terminated and the Company shall have no further obligations with respect to
the terminated Interest other than to make the appropriate tax reporting.
10.4 Failure to Liquidate. In the event the Company does not elect to liquidate the
interest of Liquidating Member pursuant to Section 10.1(b), then the Interest of such Liquidating
Member shall no longer include the ri_ht to vote, decision or consent and such Liquidating Member
shall no longer have the right to be a Manager.
Page 20 of 28

SECTION I I VALUATION OF COMPANY
11.1 Gross Asset Value. The Gross Asset Value of the Company's assets for purposes
of this Agreement shall be determined as follows:
(a) By agreement amour_ the Liquidating Member and the Company: or
(b) If the Liquidating Member and the Company cannot agree as to the Gross
Asset Value, the Gross Asset Value shall be the fair market value of all real property, furniture.
fixtures. vehicles. equipment and other assets owned by the Company as determined by an
appraisal. The appraisal may be conducted by a single appraiser. provided that the Liquidating
Member and the Company agree on that appraiser and agree to be bound by his appraisal. If the
Liquidating Member and the Company do not agree upon a single appraiser. then the Gross Asset
Value shall be determined by two independent qualified appraisers. one being selected by the
Company and one being selected by the Liquidating Member. The Gross Asset Value for purposes
of this section shall be the average of the Gross .Asset Values determined by the two appraisers:
provided, however. if the difference between the Gross Asset Values determined by the first two
appraisers is greater than ten percent (10%) of the amount of the higher of the two appraisals, then
the two appraisers shall select a third qualified appraiser, and the Gross Asset Value for purposes
of this section shall be an amount selected by the third appraiser which is between the two amounts
determined by the first two appraisers. The appraisers shall give no consideration to discounts for
lack of marketability of partial Interests or for minority interests and shall take into account any
value attributable to favorable assumable financing. Each party shall be responsible for paying all
fees and expenses incurred by the appraiser selected by such party in connection with the appraisal
of the Company's assets and the Company and the Liquidating Member each shall be responsible
for paying one-half of the fees and expenses incurred by the third appraiser (or by a single
appraiser, if only one appraiser is used).
11.2 Net Asset Value. The "Net Asset Value" of an Interest shall be the amount
distributable with respect to such Interest pursuant to Section 8.2 if the Company's assets were
sold at Gross Asset Value and the Company immediately liquidated as determined by the
Company's regular independent accountants.
SECTION 12 DISSOLUTION AND'TERMINATION OF THE CONIPANY
12.1 Withdrawal and Retirement. Except as otherwise provided in this Agreement, no
Member shall at any time retire or withdraw from the Company or withdraw any amount out of
his Capital Account without the unanimous consent of the remaining Members. Any Member
attempting to retire or withdraw in contravention of this Section shall indemnify. defend, and hold
harmless the Company and all other Members from and against any losses, expenses, judgments.
fines, settlements, or damages suffered by the Company or any such other Member arising out of
or resulting from such retirement or withdrawal. The Interest orany such wrongfully withdrawing
or retiring Member shall continue and such Member shall be treated as an Assignee.
12.2 Dissolution and Termination. The Company shall be dissolved only upon the
happening of any of the following events (a "Terminating Event" y
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(a) The written consent of the Members owning a majority interest of the
outstanding Interests.
12.3 Accounting. In the case of dissolution of the Company; a proper accounting shall
be made of the Capital Account of each Member and the Profits or Losses of the Company from
the close of the preceding Fiscal Year shall be determined and allocated among the Members in
accordance with the provisions of Section 7.
12.4 Winding Up. Upon dissolution of the Company. the Managers shall file Articles
of Dissolution with the appropriate authorities, shall wind up the Company's business and affairs.
shall liquidate the assets of the Company, and shall distribute the assets of the Company in
accordance with Section 1=.6. Each Member shall look solely to the assets of the Company for all
distributions with respect to the Member's Interest in the Company, the Member's Capital
Contributions, the Member's share of profits, gains, and losses and shall have no recourse therefor
(upon dissolution or otherwise) against the Managers or any Member. No Member shall have anv
right to demand or receive property other than cash upon dissolution and liquidation of the
Company. The Managers may distribute assets of the Company in kind to the Members to the
extent practicable.
12.5 Allocations and Distributions Upon Dissolution of Comoanv. The Members shall
continue to share Profits and Losses during the period of dissolution in the manner described in
Section 7. The Members shall also continue to receive distributions during the period of winding
up as provided in Section S. Any Company property distributed in kind in dissolution shall be
valued and treated as though such property were sold and the cash proceeds distributed. Any
property distributions do not need to be made proportionately among the Members. The difference
between the value of property distributed in kind and its book value shall be treated as a gain or
loss and allocated to the Members as provided in Section 7. Following the payment of all debts
and liabilities of the Company and the expenses of dissolution, and subject to the right of the
Managers to set up such cash reserves as they may deem reasonably necessary for any contingent
or unforeseen liabilities, the Managers shall distribute any remaining assets of the Company after
giving consideration to the foregoing provisions; to the Members in accordance with Section 8.2.
SECTION 13 SPECIFIC TRANSACTION APPROVALS
13.1 Acquisition of the Property. The Managers are hereby authorized to secure
Financing from a financial institution and to execute all documents which are customary for
Financing and completing an acquisition of this type, size and nature in order to close financing
and the purchase of the Property from Rowan County on such terms as the Managers deem
advisable. Each Manager, acting alone, shall have the power to bind the Company in all such
matters.
13.2 Operation. The Managers are hereby authorized to make all decisions respecting
the acquisition, development, operation and ownership of the Company's business.
Page 22 of 28

SECTION 14 MISCELLANEOUS PROVISIONS
14.1 Waiver of Right to Court Decree of Dissolution. The Members agree that
irreparable damage would be done to the goodwill and reputation of the Company if anyvMember
should bring an action in court to dissolve this Company. Care has been taken to provide fair and
just payments to a Member whose relation with the Company is terminated for am reason.
Accordingly, each of the parties accepts the provisions under this Company Agreement as his sole
entitlement on termination of the Company relationship. Each party hereby waives and renounces
all rights to seek a court decree or dissolution. to seek the appointment by a court of a liquidator
for the Company, or to seek a partition of the Property.
14.2 Amendment.
(a) This Agreement may be amended by the Managers without the consent or
approval of the Members:
(i) To preserve the legal status of the Company as a Limited Liability
Company underthe Act or other applicable state or federal laws. ifsuch amendment
does not change the substance, and the Company has obtained the opinion of its
counsel, to that effect.
(ii) Upon advice of the certified public accountants and counsel for the
Company, to amend Section 7 and restate the Capital Accounts of the Members to
comply with the income tax regulations promulgated by the IRS for Section 704(b)
of the Code relating to the allocations of profits and losses among partners and the
administrative and judicial interpretations thereof, provided, however. that no
amendment shall be made pursuant to this subsection which would cause a material
adverse change in the economic benefits to the Member(s) without the consent of
the Member(s) holding a majority in interest of the Interests.
(b) Except as provided in subsection (a) above, this Agreement may be
amended only with the unanimous written consent of the Members.
14.3 Conflicts of Interest. A Member or Manager, shall be entitled to enter into
transactions that may be considered to be competitive with, or a business opportunity that may be
beneficial to, the Company. it being expressly understood that some of the Members may enter
into transactions that are similar to the transactions into which the Company may enter.
Notwithstanding the foregoing, Members shall account to the Company and hold as trustee for it
any property, profit, or benefit derived by the Member, without the consent of the other Members,
in the conduct and winding up of the Company business or from a use or appropriation by the
Member of Company property including information developed exclusively for the Company and
opportunities expressly offered to the Company. A Member, including a Managing Member. does
not violate a duty or obligation to the Company merely because the Member's conduct furthers the
Member's own interest. A Member may lend money to and transact other business with the
Company. The rights and obligations of a Member who lends money to or transacts business with
the Company are the same as those of a person who is not a Member, subject to other applicable
law. No transaction with the Company shall be voidable solely because a Member has a direct or
Page 23 of 28

indirect interest in the transaction if either the transaction is fair to the Company or the disinterested
Managers or disinterested Members, in either case knowing the material facts of the transaction
and the Member's interest, authorize. approve. or ratify the transaction.
14.4 Captions. Captions to and headings of the articles. sections and paragraphs of this
Agreement are inserted solely for the convenience of the parties. are not a part of this Agreement.
and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of
the provisions.
14.5 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall he deemed an original, though all of which shall constitute one instrument.
14.6 Entire Agreement. This Agreement constitutes the entire understandin, between
the parties with respect to the subject matter. There are not representations, agreements. or
understandings, oral or written, between the parties relating to the subject matter of this Agreement
which are not expressed in this Agreement, nor does any party, agent or employee have any
authority to make any representations or agreement to vary. alter, amend. or modify the terms of
this Agreement.
14.7 Governing Law. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of North Carolina.
14.8 Incorporation by Reference. Every exhibit, schedule.. and other appendix attached
to this Agreement and referred to in this Agreement is incorporated in this Agreement by reference.
14.9 Implementation. The parties to this Agreement agree to execute such documents
and to take such action as Members and Managers as may be necessary or desirable to carry out
the purposes of this Agreement.
14.10 Joint Preparation. The Members agree that this Agreement has been prepared
jointly by the parties and any uncertainty or ambiguity shall not be interpreted against any party.
but according to the application of the rules of interpretation of contracts.
14.11 Notices. All notices or other communications required or permitted to be given
pursuant to this Agreement shall be in writing and shall be considered as properly given or made
if mailed by first class mail. postage prepaid, to the address of the Managers as set forth herein and
to the address of each Member as set forth in the records of the Company. Any Member may
change his address by giving notice. in writing, stating his new address to the Manager, and any
Manager may change its address by giving such notice to all Members. Notice shall be effective
upon deposit of the same in the mail or upon personal delivery thereof.
14.12 Number and Gender. Whenever required by the context, the singular number shall
include the plural and the masculine or neuter gender shall include all eenders.
14.13 Separability. The provisions of this Agreement are separate and divisible. In the
event that any provision of this Agreement shall be held invalid, the remaining provisions shall be
construed and shall be valid as if the invalid provisions were not a part of this Agreement.
Page 24 of 28

14.14 Specific Performance. The parties hereby declare that it is impossible to measure
in monev the damages which will be suffered by a party hereto or the personal representative of a
decedent by reason of a failure to perform any of the obligations under this Agreement. Therefore,
if any party hereto or the personal representative of a decedent shall institute any action or
proceeding to enforce the provisions hereof, any person (including the Company) against whom
such action or proceeding is brought, hereby waives the claim or defense therein that such party
or such personal representative has an adequate remedy at law, and such person shall not urge in
any action or proceeding the claim or defense that such remedy at law exists.
14.15 Successors and Assigns. All of the terms and conditions of this Agreement shall
be binding upon the successors and assigns of the Members, but shall not inure to the benefit of
the successors or assigns of the Members except as otherwise expressly provided in this
Agreement,
14.16 Title and Ownership of Property. The title and ownership of all property, both real
and personal, regardless of the date of acquisition, shall be vested in the name of and solely for the
benefit of the Company, and not the Members individually.
14.17 Time. Time is of the essence with respect to this Agreement.
SECTION 15 - ATTORNEY'S REPRESENTATIONS
15.I The parties all acknowledge that the law firm of Isaacson Isaacson Sheridan
Fountain & Leftwich. LLP ("IISF&L") prepared this Agreement on behalf of and in the course of
its representation of the Company and that:
(a) IISF&L does not represent the interests of the individual Members;
(b) The parties have been advised by IISF&L that a conflict exists among their
individual interests: and
(c) The parties have had the opportunity to seek the advice of independent
counsel.
[SIGNATURES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and
year first above written. 7
J,.Steven Summer
Mecca S. Lucas (Non -Voting Member)
rian Sommer (Non -Voting Member)
The undersigned, being the organizer of the Company, hereby designates as Members
(pursuant to N.C.G.S. 57D-2-20(c)) the person(s) shown on Exhibit A, in the indicated
percentages.
(SEAL)
Desmond G. Sheridan
Page 26 of 28

MEMBER
J. Stcvcn Summer
Rebecca S. Lucas*
Brian Summer*
Totals
* Nonvoting Member
EC ROWAN, LLC
OPERATING AGREEMENT
EXHIBIT A
CAPITAL
PERCENTAGE
CONTRIB.
INTEREST
UNITS
$1.00
1%
100
$49.50
49.5%
4,950
$49.50
49.5%
4.950
S100 100%
Page 27 of 28
I U00

� � r
J. Steven Summer
EC CREEKSHIRE , LLC
OPERATING AGREEMENT
EXHIBIT B
;NANAGER(S)
Page 28 of 29