SWA000156_Signing Official Title & Position Information_20220713 (4)

TIDE OPERATING AGREEMENT
OF
MCDOUGALD ROAD DEVELOPERS, LLC
(A Manager -managed North Carolina limited liability company)
THIS OPERATING AGREEMENT (the "Agreement") is made and entered into
effective the 24"' day of February, 2021, by and between those persons executing this Agreement
(collectively referred to as the "Members"), to govern the operations and management of
MCDOUGALD ROAD DEVELOPERS, LLC, (the "Company").
NOW, THEREFORE, intending to be legally bound by this Agreement, the Members
agree to operate the Company as a limited liability company under the laws of the State of North
Carolina pursuant to the following terns and conditions:
ARTICLE I
GENERAL PROVISIONS
Section 1.1. Formation, The Company is organized as a limited liability company in
accordance with and pursuant to the Limited Liability Company Act of the State of North
Carolina (N.C.G.S. Chapter 57C), as amended, restated and recodified from time to time (the
"Act"), which Act shall govern the rights and liabilities of the Members, except as otherwise
expressly stated in this Agreement or in the Articles of Organization of the Company.
Section 1.2. Name. The business of the Company shall be conducted under the name
McDougald Road Developers, LLC, or such other name as the Members may from time to
time designate in accordance with applicable laws.
Section 1.3, Purposes, The purposes of the Company shall be:
(a) Without limiting the generality of the foregoing, to acquire land in Harnett
County, North Carolina to be developed into a subdivision called McDougald
Downs (the "Property"); and
(b) To engage in any and all business activities related or incidental thereto, and to
engage in any activity that lawfully may be engaged in by a limited liability
company;
(c) To exercise all powers enumerated in the applicable laws of the State of North
Carolina necessary or convenient to the conduct, promotion or attainment of the
business or purposes set forth herein.
Section 1.4. Management. The Company shall be managed by its Managers.
Section 1.5. Principal Office. The principal office and place of business of the Company
shall be maintained at 1092 Classic Road, Apex, Wake County, North Carolina 27539, or at such
other place as the Managers may designate from time to time.

Section 1.6. Registered Agent and Office. The registered agent and office of the
Company in North Carolina shall be as provided in the Articles of Organization or as the
Managers may designate from time to time.
Section 1.7. Term. The Company shall commence on the date of the filing of its Articles
of Organization in the office of the Secretary of State of North Carolina, and the existence of the
Company shall terminate upon the completion of liquidation and distribution of the assets of the
Company after the occurrence of an Event of Dissolution (as defined in Section 14.1 hereof).
Section 1.8. Economic Interest. "Economic Interest" shall mean a Member's or
Economic Interest Owner's share of one or more of the Company's Net Profits, Net Losses and
distributions of the Company's assets pursuant to this Operating Agreement and the Act, but shall
not include any right to vote on, consent to or otherwise participate in any decision of the
Members.
Section 1.9. Economic Interest Owner. "Economic Interest Owner" shall mean the
owner of an Economic Interest who is not a Member.
Section 1.10. Member. The initial Members of the Company are identified on the
attached signature pages and Exhibit A of this Agreement.
Section 1.11. Membership Interest. "Membership Interest" shall mean all of a Member's
rights in the Company, including without limitation the Member's share of the profits and losses
of the Company, the right to receive distributions of the Company assets, any right to vote, any
right to participate in the management of the business and affairs of the Company, including the
right to vote on, consent to, or otherwise participate in any decision or actions of or by the
Members granted pursuant to this Operating Agreement or the Act.
Section 1.12. Ownership Interest. "Ownership Interest" shall mean, with respect to each
Member and Economic Interest Owner, the proportion that the positive Capital Account of such
Member or Economic Interest Owner bears to the aggregate positive Capital Accounts of all
Members and Economic Interest Owners whose Capital Accounts have positive balances as may
be adjusted from time to time.
Section 1.13. Reserves. With respect to any fiscal period, funds set aside or amounts
allocated during such period to Reserves, which shall be maintained in amounts deemed
sufficient by the Managers for working capital and to pay taxes, insurance, debt service or other
costs or expenses incident to the ownership or operation of the Company's business.
Section 1.14. Transfer. Transfer shall mean and include any (i) sale, assignment,
disposition, conveyance, gift, pledge or other transfer, in whole or in part, whether direct or
indirect, of any Membership Interest, Economic Interest or Ownership Interest, or portion
thereof, or of any capital, profit, loss, voting, management or other ownership interest or right in
any entity which holds any Membership interest, Economic Interest or Ownership Interest, (ii)
merger, consolidation, reorganization or other restructuring of any entity which holds any

Membership Interest, Economic Interest or Ownership Interest, and (iii) issuance of any
additional capital, profit, loss, voting, management or other ownership interest or right in any
entity which holds any Membership Interest, Economic Interest or Ownership Interest, in each
case whether voluntary, involuntary, by operation or law or otherwise (including as a result of
any divorce, bankruptcy, insolvency or dissolution proceedings, by declaration of or transfer in
trust, or under a will or the laws of intestate succession).
ARTICLE Il
CAPITAL AND CONTRIBUTIONS
Section 2.1. Initial Capital Contributions. Upon execution of this Agreement and the
commencement of the Company, the Members shall make initial capital contributions to the
Company, the nature and value of which are set forth on Exhibit A attached hereto. All capital
contributions other than cash shall be valued at their fair market values as of the date of
contribution.
Section 2.2. Subsequent Contributions and Loan Commitments. No Member shall be
obligated to make any capital contributions to the Company other than those set forth on Exhibit
"A", except as specifically provided in this Section. If the Managers reasonably determine that
additional capital contributions are necessary or appropriate in connection with the conduct of
the Company's business (including, without limitation, cash flow deficits), the Members shall
make such additional capital contributions on a pro rata basis in accordance with their Ownership
Interests. Notwithstanding the foregoing, no additional capital contribution may be enforced by a
creditor of the Company unless the Delinquent Member expressly consents to such enforcement
or to the assignment of the obligation to such creditor.
In addition to the provisions of Section 2.4 of this Agreement, in the event the existing
Members do not make the full capital contributions determined to be necessary or appropriate,
capital contributions may be sought from new Members who will be admitted to the Company in
return for such capital contributions. In any case in which capital contributions are not made pro
rata by all existing Members, the Ownership Interests will be appropriately adjusted and the
manner in which allocations and distributions are made shall be amended, if necessary, to take
into account the additional capital contributions. The Ownership Interests shall be adjusted based
upon total capital contributions less any return of capital contributions. The Managers shall
determine such appropriate adjustments.
Section 2.3. Restoration of Negative Capital Account Balances Upon Liquidation.
Notwithstanding anything to the contrary in this Agreement, upon a liquidation (within the
meaning of Treasury Regulations Section 1.704- 1 (b)(2)(ii)(g)) of the Company or a Member's
Membership Interest, other than a constructive termination of the Company pursuant to Section
708(b)(1)(13) of the Internal Revenue Code of 1986, as amended (the "Code"), if any Member
has a deficit capital account balance (after giving effect to all contributions, distributions,
allocations, and other capital account adjustments for all fiscal years, including the fiscal year in
which the liquidation occurs), such Member shall have no obligation to make any capital
contribution to the Company and the negative balance of such Member's capital account shall not

be considered a debt owed by such Member to the Company or to any other party for any
purpose whatsoever.
Section 2.4. Enforcement of Commitments. In the event any Member ("Delinquent
Member") fails to make all or any part of his initial or additional capital contributions, any other
Member may give the Delinquent Member notice of the failure to make a capital contribution. If
the Delinquent Member fails to make the unpaid amount of his capital contributions (including
any costs associated with such failure, reasonable attorneys' fees, other costs of collection and
interest on such amounts at the rate hereinafter provided) within ten business days of the giving
of the notice, then any Member may take such action, including but not limited to enforcing the
obligation to make such capital contribution in a court of appropriate jurisdiction in the State of
North Carolina. Bach Member expressly agrees to the jurisdiction of such courts for the
enforcement of this Agreement. In addition to any other right or remedy provided under this
Agreement or otherwise available, the other Members (non -Delinquent Members) may
contribute the amount of the unpaid capital contributions in proportion to such Members'
Ownership Interests. The Members who contribute ("Contributing Members") shall be entitled
either to treat the capital contribution as an additional capital contribution (subject to an
appropriate adjustment of Ownership Interests) or to treat the amounts contributed pursuant to
this section as a loan from the Contributing Member to the Delinquent Member and such loan
shall bear interest at the published "Prime Rate" of Branch Banking and Trust Company in
Raleigh, North Carolina adjusted daily as such "Prime Rate" changes and compounded monthly.
Such loan shall be secured by the Delinquent Member's interests in the Company. Until they are
fully repaid, the Contributing Members shall be entitled to all distributions and other payments to
which the Delinquent Member would have been entitled.
ARTICLE III
ACCOUNTING
Section 3.1. Books and Records. At all times during the continuation of tl:e Company,
the Company shall keep or cause to be kept true and full books of account and all other records
necessary for recording the Company's business and affairs and in compliance with applicable
laws. The Company shall prepare quarterly financial statements in house and shall hire an
independent certified public accountant to prepare annual financial statements and to compile its
books and records annually. A copy of the quarterly financial statements shall be provided to
each Member and Manager as prepared.
Section 3.2. Fiscal Year. The fiscal year of the Company shall be the calendar year.
Section 3.3. Bank Accounts, All funds of the Company shall be deposited in its name in
such checking or savings accounts as shall be designated from time to time by the Managers.
Withdrawals therefrom shall be made upon such signature or signatures as the Managers may
designate.
Section 3.4. Income Tax Returns and Elections. The Company shall provide the
Members information on the Company's taxable income or loss that is relevant to reporting the

Company's income as well as all other filings, forms, or other information required by federal or
state taxing and regulatory authorities. This information shall also show each Member's
distributive share of each class of income, gain, loss or deduction. This information shall be
furnished to the Members as soon as possible after the close of the Company's taxable year. All
elections required or permitted to be made by the Company under the Internal Revenue Code of
1986, as amended (the "Code") shall be made by the Managers.
Section 3.5. Loans to the Company.
(a) The Members shall make loans to the Company in the amounts set forth on
attached Exhibit `B", if applicable.
(b) The Members may, but shall not be required, to make additional loans to the
Company from time to time if the Managers determine it to be necessary or desirable for the
Company to borrow from the Members. The amount of a loan, if any, made to the Company by a
Member shall not be considered a contribution to capital of the Company nor shall the making of
such loan entitle such Member to an increased share of the profits or losses to be made pursuant
to the provisions of this Agreement. All such loans shall be documented by a promissory note of
the Company and, except as otherwise agreed at the time of such loans, shall bear simple interest
at the greater of either the published "Prime Rate" of Branch Banking and Trust Company in
Raleigh, North Carolina, adjusted daily as such "Prime Rate" changes or the lowest applicable
rate under Internal Revenue Code Section 7872 to avoid a determination that there is "foregone
interest" with respect to such loans, and shall be subject to such other terms and conditions as
agreed to by the lending Member and the Managers.
ARTICLE IV
CAPITAL ACCOUNTS
Section 4.1. Capital Accounts. An individual capital account shall be established and
maintained for each Member. Unless otherwise specifically provided herein, all references to
"capital accounts" shall be references to "book" capital accounts and not "tax" capital accounts.
Book and tax capital accounts shall be maintained in accordance with Treasury Regulations
Section 1,704-1(b), as those regulations may be amended from time to time. No Member shall be
entitled to withdraw any part of such Member's capital account or to receive any distributions
except as specifically provided herein. No interest shall be paid on any capital invested in the
Company except as expressly provided herein.
Section 4.2. Adjustments to Capital Accounts. The capital account of each Member shall
be (a) increased by the initial and authorized additional capital contributions of such Member and
by such Member's share of the Net Profits (as defined in Section 5.1) and items of income that
are either nontaxable or otherwise not taken into account for federal income tax purposes and (b)
decreased by the share of such Member's Net Losses (as defined in Section 5. 1), distributions,
and items of expense or cost that are either nondeductible or otherwise not taken into account for
federal income tax purposes, unless otherwise prescribed by Treasury Regulations Section 1.704-
1(b), as amended.

ARTICLE V
ALLOCATION OF PROFITS AND LOSSES
Section 5.1. Profits and Losses. Any Net Loss or Net Profit of the Company for any
year shall be allocated among the Members in accordance with their respective Ownership
Interests except as provided in Section 5,2 hereof.
Based upon the Member's initial capital contributions as set forth in attached Exhibit A,
the Member's initial Ownership Interests are as set forth on attached Exhibit A. Such Ownership
Interests are subject to adjustment as provided in this Agreement.
The allocation of the Net Profit or Net Loss of the Company shall be determined for each
calendar year and shall be prorated for any fractional part of a calendar year. For purposes of this
Agreement, "Net Profit" or "Net Loss" shall be determined in accordance with the accrual
method of accounting, consistently applied, and as required by the regulations promulgated
under Section 704 of the Code.
Section 5.2. Special Allocations. The following special allocations shall be made in the
following order and priority:
(a) Minimum Gain Charge -Back. Notwithstanding any other provision of this Article
V, if there is a net decrease in Company minimum gain during any fiscal year or other period,
prior to any other allocation pursuant hereto, each Member shall be specially allocated items of
Company income and gain for such year (and, if necessary, subsequent years) in an amount and
manner required by Treasury Regulations Sections 1.704-2(f) or 1.704-2(i). The items to be so
allocated shall be determined in accordance with Treasury Regulation Section 1.704-2.
(b) Qualified Income Offset, Any Member who unexpectedly receives an adjustment,
allocation or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5)
or (6) that causes or increases a negative balance in its capital account (in excess of any amount
that Member is obligated to restore) shall be allocated items of income and gain sufficient to
eliminate such increase or negative balance caused thereby, as quickly as possible, to the extent
required by such Treasury Regulation.
(c) Gross Intone Allocation. In the event any Member has a deficit capital account
at the end of any Company fiscal year which is in excess of the sum of (i) the amount such
Member is obligated to restore pursuant to any provision of this Agreement and (ii) the amount
such Member is deemed to be obligated to restore pursuant to the penultimate sentences of
Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be
specially allocated items of Company income and gain in the amount of such excess as quickly
as possible, provided that an allocation pursuant to this Section 5.2(c) shall be made only if and
to the extent that such Member would have a deficit capital account in excess of such sum after
all other allocations provided for in this Article V have been made as if this Section 5.2(c) were
not in this Agreement.

(d) Section 704(b) Limitation. Notwithstanding any other provision of this Agreement
to the contrary, no allocation of any item of income or loss shall be made to a Member if such
allocation would not have "economic effect" pursuant to Treasury Regulation Section 1.704-
1(b)(2)(ii) or otherwise be in accordance with its interest in the Company within the meaning of
Treasury Regulations Sections 1.704- 1 (b)(3) and 1.704-2. To the extent an allocation cannot be
made to a Member due to the application of this Section 5.2(d), such allocation shall be made to
the other Member(s) entitled to receive such allocation hereunder.
(e) Curative Allocations. Any allocations of items of income, gain, or loss pursuant
to Sections 5.2(a)-(d) hereof shall be taken into account in computing subsequent allocations
pursuant to this Article V, so that the net amount of any items so allocated and the income,
losses, and other items allocated to each Member pursuant to this Article V shall, to the extent
possible, be equal to the net amount that would have been allocated to each Member had no
allocations ever been made pursuant to Sections 5.2(a)-(d) hereof.
(f) Tax Allocations: Code Section 704(c). In accordance with Code Section 704(c)
and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any
property contributed to the capital of 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 fair market value at the time of
its contribution. Allocations pursuant to this Section 5.2(f) 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
Member's capital account or share of income, losses, other items, or distributions pursuant to any
provision of this Agreement.
ARTICLE VI
DISTRIBUTIONS
Section 6.1. Cash Flow Distribution. Except as otherwise provided in Section 6.2
hereof, the "Net Cash Flow" (as defined in Section 6.3) of the Company shall be distributed at
such times as the Managers deem advisable, but not less frequently than annually, to the
Members in accordance with their respective Ownership Interests. It is the intention of the
Members to distribute Net Cash Flow in an amount sufficient to cover the income tax liabilities
associated with the income and profit of the Company and to retain all remaining Net Cash Flow
as additional reserves for debt retirement and fulfillment of the Company's liabilities, debts and
other obligations.
Section 6.2. Sale and/or Dissolution. Subject to the provisions of Article 14 and
applicable law, upon a dissolution of the Company, any remaining assets of the Company shall
be sold unless otherwise agreed by the Members holding at least 70% of the Ownership Interests,
and distributions shall be made to the Members in the following order:
(a) Loans to the Company by its Members under Section 3.5 shall be repaid; and

(b) The distributable proceeds of dissolution and liquidation of the Company shall be
made, subject to the provisions of Section 14.2, to the Members and Economic Interest Owners
in accordance with their then capital account balances (after reflecting the Net Profit or Net Loss
on any such sale and any Net Profit, Net Loss and other capital account adjustments for such
year).
Section 6.3. Net Cash Flow Defined. For purposes of this Agreement, the term "Net
Cash Flow" shall mean the Net Profit of the Company as ascertained through the use of sound
accounting principles, consistently applied, except that (a) depreciation of buildings,
improvements, personalty and all other depreciated items and amortization of leasehold
improvements and all other amortized items shall not be considered a deduction, (b) mortgage
amortization and loan payments, including but not limited to deposits and reserves required by
the lender for taxes, insurance and capital improvements, shall be considered a deduction, (c) any
amounts expended by the Company for capital items and payments to reserves required by any
lender shall be considered a deduction, (d) a reserve shall be deducted for working capital needs
shall be considered deductions, and (e) all other actual expenditures of the Company shall be
considered deductions. In the determination of the reserve necessary for working capital needs,
the Managers shall give consideration to the effect of the Company's Net Profit on the income of
the Members and make reasonable accommodations. Net proceeds from refinancing or sale,
excess insurance and any condemnation award of all or any portion of real property owned by
the Company and additional capital contributions by Members shall be deemed profits for
purposes of determining Net Cash Flow except to the extent expended or set aside for deductions
as provided in this Section.
Section 6.4. Dispute. In the event of a dispute among the Managers with respect to the
determination of the Net Cash Flow, net profit, net losses or capital account balances of the
Company, an independent certified public accountant shall be engaged by the Company at the
Company's expense whose computation of such items shall be binding upon all the Managers.
ARTICLE VII
MEETINGS OF MEMBERS; ACTION BY MEMBERS
Section 7.1. Meetings. Meetings of the Members may be called by any Manager and by
Members holding not less than 20% of the Ownership Interests. The meeting shall be held at the
principal place of business of the Company or as designated in the notice or waivers of notice of
the meeting.
Section 7.2. Notice. Notice of any meeting of the Members shall be given no fewer than
ten (10) days and no more than thirty (30) days prior to the date of the meeting. Notices shall be
delivered in the manner set forth in Section 14.1 and shall specify the purpose or purposes for
which the meeting is called. The attendance of a Member at any meeting shall constitute a
waiver of notice of such meeting, except where a Member attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is not law fully
called or convened.

Section 7.3. Quorum. Members holding a majority of the Ownership Interests, present
in person or represented by proxy, shall constitute a quorum for transaction of business at any
meeting of the Members, provided that if less than all Members are present at said meeting, the
holders of a majority of the Members present may adjourn the meeting at any time without
further notice.
Section 7.4, Manner of Acting. The vote of Members owning a majority of the
Ownership Interests is required unless the act of a greater percentage is required by this
Operating Agreement or by applicable law.
Section 7.5. Action Without Meeting. Unless specifically prohibited by the Articles, any
action required to be taken at a meeting of the Members or any other action which may be taken
at a meeting of the Members, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all Members. Unless specifically prohibited by the
Articles, any action required to be taken at a meeting of the Members or any other action which
may be taken at a meeting of the Members, may be taken without a meeting in any manner
permitted by the Act, including but not necessarily limited to action by ballot or written consent
signed by the required number of Members for action at a duly called and constituted meeting.
Section 7.6. Telephonic Meetings. The Members may participate in and act at any
meeting of Members through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear each other.
Participation in such meeting shall constitute attendance and presence in person at the meeting of
the person or persons so participating.
Section 7.7. Proxies. Each Member entitled to vote at a meeting of Members or to
express consent or dissent to action in writing without a meeting may authorize another Person
or Persons to act for him by proxy. Suzh proxy shall be deposited at the principal offices of the
Company not less than 48 hours before a meeting is held or action is taken, but no proxy shall be
valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
ARTICLE VIII
MANAGERS
Section 8.1. Management. Except as expressly provided otherwise in this Agreement, the
Managers shall have full, exclusive and complete authority and discretion in the management
and control of the business of the Company for the purposes herein stated.
Section 8.2. Number; Election. (a) The number of Managers designated shall be three
(3), who shall be as shown on Exhibit B attached hereto. The initial Managers (by their
signatures below) hereby accept such appointment. The Managers appointed hereunder shall
serve until the earlier of such Manager's death, mental incapacity, resignation or removal or until
the appointment of his successor. The Members shall from time to time as they desire fill
vacancies among the Managers. The number of Managers may be increased (but not to more
than the number of Members of the Company) and any Manager may be removed at any time for

cause upon the vote of Members holding at least 75% of the Ownership Interests, Any Manager
may resign at any time upon at least sixty (60) days' prior notice to the Members. A new
Manager may be elected by the vote of the Members holding at least 75% of the Ownership
Interests.
Section 8.3. Powers. Subject to Section 8.4, the Managers shall have, in addition to the
powers given to them by law, the authority to:
(a) negotiate, enter into, and execute contracts and incur obligations for and on behalf
of the Company in connection with the business of the Company;
(b) except as provided in Section 8.4, borrow money for and on behalf of the
Company in connection with the Company's business upon such terms and conditions as the
Managers deems advisable and proper and to pledge the credit and property of the Company for
such purposes and no bank or other lending institution to which application is made for a loan by
the Managers 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 purposes authorized under
this Agreement;
(c) repay, in whole or in part, refinance, recast, modify or extend any of the
mortgages or leases affecting any property owned or leased by the Company, and in connection
therewith to execute for and on behalf of the Company any or all extensions, renewals or
modifications of such mortgages or lease or to execute new mortgages or leases on the property
in lieu of any or all of said mortgages or leases, and to execute any and all instruments necessary
to carry out the intentions and purposes thereof,
(d) ex :cute on behalf of the Company any and all documents or instruments of any
kind or type that the Managers may deem appropriate in carrying out the purposes of the
Company;
(e) qualify the Company to do business in such jurisdictions in which the Company
shall hereafter do business; and
(t) cause all things to be done on behalf of the Company appropriate to accomplish
the Company purposes.
The fact that any Member may be directly or indirectly interested in or connected with
any person, firm, or corporation employed by the Company to render or perform a service, or
from whom the Company may buy merchandise or other property, shall not prohibit the
Managers from employing such person, firm, or corporation or from otherwise dealing with him
or it. Except as otherwise provided in this Agreement, the Company shall not enter into any
contract, agreement, arrangement or other relationship except on an arms -length basis at then
prevailing market rates with (x) a Member, a Related Party (as defined in Section 12.2) or a
Related Entity (as defined below) without the consent of the Managers and the Members owning

70% of the Ownership Interests excluding the Ownership Interest of the applicable Member, or
(y) a Manager or a Related Party or Related Entity of a Manager without the consent of the
Members owning 70% of the Ownership Interests excluding the Ownership Interest of the
applicable Manager. For purposes of this Agreement, the term "Related Entity" means any
corporation, partnership, company or other entity of which 20% or more of the stock, capital or
profits interests, or other ownership interests are owned by or for the benefit of a Member,
Manager or Related Party.
Section 8.4. Major Decisions. (a) The Managers shall not take or agree to take any of the
following actions without the approval of the Members holding 70% of the Ownership Interests:
(i) Take any action which would make impossible the ordinary conduct of
Company business, including selling, transferring or otherwise disposing of all or
substantially all of the Company's assets;
(ii) Take any action in contravention of this Agreement;
(iii) Confess a judgment against the Company in an amount in excess of
$10,000.00;
(iv) File or consent to the filing of a petition for or against the Company under
any federal or state bankruptcy, insolvency or reorganization act;
(v) Make a non -pro rata distribution or return of capital to any Member,
except as otherwise provided in this Agreement;
(vi) Change or reorganize the Company into any other legal form; or
(vii) Merge the Company into or with another limited liability company or
entity;
(viii) Enter into a loan in excess of $50,000.00 in the name of the Company, or
encumber any assets of the Company excluding any trade payables incurred in the
ordinary course of the Company's business and statutory lien rights of those furnishing
labor or materials in connection with the development of the Property;
(ix) Cause the Company to guarantee any loan or other obligation of any
individual or entity;
(x) Cause the Company to enter into any business other than the ownership
and operation of the Property; and
(xi) Expend more than $10,000 on any line item in excess of the development
budget to be approved by all members, as it may be revised from time to time.

Section 8.5. Meetings; Chairman. (a) Meetings of the Managers may be called at any
time by any Manager, and may be held at any time and place, either within or without the State
of North Carolina, as shall be specified in the notice of such meeting. Written notice stating the
date, time and place of the meeting shall be given to each Manager not less than three (3) or
more than 30 days before the date of such meeting. Except to the extent required by law, such
notice need not specify the purpose for which the meeting is called. When a meeting is adjourned
to a different date, time and place, notice need not be given of the new date, time or place if the
new date, time or place is announced at the meeting before adjournment.
(b) Any Manager may waive notice of any meeting before, during or after the
meeting. The waiver must be in writing, signed by the Manager entitled to the notice and
delivered to the Company for inclusion in the minutes or filing with the Company's records. A
Manager's attendance at or participation in a meeting (a) waives any objection to lack of notice
or defective notice of the meeting unless the Manager at the beginning of the meeting objects to
holding the meeting or to transacting business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting; and (b) waives any objection to consideration of a
particular matter at the meeting that is not within the purpose or purpose described in the meeting
notice unless the Manager objects to considering the matter before it is voted upon.
(c) Except as otherwise provided herein, all Managers (and not less than all) shall
constitute a quorum for the transaction of business at any meeting of the Managers.
(d) A Manager who is present at a meeting of the Managers or a committee of
Managers when action is taken is deemed to have assented to the action taken unless (i) such
Manager objects at the beginning of the meeting to holding it or to transacting business at the
meeting, or (ii) such Manager makes known a dissent or abstention from action taken at the
meeting and such Manager's dissent or abstention is entered in the minutes of the meeting. Such
right of dissent or abstention is not available to a Manager voting in favor of the action taken.
(e) There may be a Chairman of the Managers elected by the Managers from their
number at any meeting of the Managers. The Chairman shall preside at all meetings of the
Managers and perform such other duties as may be directed by the Managers.
Section 8.6. Action by Managers. (a) Except as otherwise provided herein, unanimous
consent of the Managers present at a meeting at which a quorum is present shall be the act of the
Managers. As used in this Agreement, the phrase, "the approval of the Managers", "the consent
of the Managers" and similar phrases shall mean the approval of all the Managers. Unless the
Company has only one Manager serving, no single Manager shall have the authority to take any
action or bind the Company in any manner, except either Manager may act for and execute
documents on behalf of the Company without the joinder of the other Manager on any matter
that has the approval of all the Managers and the required approval, if any, of the Members. In
the event of any deadlock among the Managers, Members holding 70% of the Ownership
Interests may decide and authorize a single Manager to take any action which would otherwise
be taken by the Managers hereunder.

(b) Action required or permitted to be taken at a meeting of the Managers may be taken
without a meeting if the action is taken by all Managers. The action must be evidenced by one or
more written consents signed by each Manager before or after such action, describing the action
taken, and included in the minutes or filed with the Company's records.
Section 8.7. Compensation. The Managers shall not be entitled to any compensation
for services as Manager except as provided in Section 8.3(f) of this Agreement unless such
compensation is approved in writing by Members holding 70% of the Ownership Interests.
Section 8.8. Expenses. The Company shall reimburse the Managers for all reasonable
expenses, if any, incurred in connection with the organization of this Company and in connection
with the ownership, operation, and management of the Company's property and business. In
addition, the Company shall reimburse the Managers for all reasonable expenses incurred in
connection with the perfonnance of duties and responsibilities hereunder, including such
expenses as shall be incurred by the Managers in connection with the keeping of books and
records and other administrative expenses.
ARTICLE 1X
LENDER REQUIRED PROHIBITED ACTIVITIES
N/A - Intentionally Deleted
ARTICLE X
INDEMNIFICATION
Section 10.1. Limitation of Liability. No Manager or Member shalt be liable to the
Company or its Members for monetary damages for an act or omission in such person's capacity
as a Member or Manager, except as provided in the Act for (i) acts or omissions that a Manager
knew at the time of the acts or omissions were clearly in conflict with the interests of the
Company; (ii) any transaction from which the Manager derived an improper personal benefit,
and (iii) acts or omissions occurring prior to the effective date of this Agreement, except for
indemnification under Section 57C-3-32(a)(2) of the Act. If the Act is amended to authorize
action further eliminating or limiting the liability of the Manager or Members, then the liability
of a Manager or Member shall be eliminated or limited to the fullest extent permitted by the Act
as so amended. Any repeal or modification of this Section shall not adversely affect the right or
protection of a Manager or Member existing at the time of such repeal or modification.
Section 10.2. Indemnification of Members, Managers and Officers. The Company shall
indemnify each Member, Manager and officer to the fullest extent permitted or required by
applicable law, To the extent permitted by applicable law, the Company shall advance expenses
incurred by a Manager or Member upon application therefor and the receipt by the Company of a
promissory note in the amount of each advance, bearing interest at the rate of eight percent (8%)
per annum, compounded annually until repaid. The Member or Manager shall reimburse the
Company for such advances if the Manager or Member receiving such advances is found by a

court of competent jurisdiction, upon entry of final judgment, to have violated any of the
exceptions to limitation of liability contained in Section 10.1 or in the Act which shall be deemed
to preclude indemnification. Any promissory note executed by or in connection with a request
for indemnification shall be deemed paid and satisfied in full if it shall ultimately be determined
that the Manager or Member is entitled to be indemnified by the Company against such
expenses.
Section 10.3. Authorization. The Managers shall take all such action as may be
necessary and appropriate to authorize the Company to pay the indemnification required by this
Article, including without limitation making a determination that indemnification is permissible
in the circumstances and a good faith evaluation of the manner in which the claimant for
indemnity acted and of the reasonable amount of indemnity due. The Managers may appoint a
committee or special counsel to make such determination and evaluation.
Section 10.4. Nature of Right. Any person or entity who at any time serves as Manager
or as an officer of the Company shall be deemed to be doing so in reliance upon, and as
consideration for, the right of indemnification provided herein. Such right shall inure to the
benefit of the legal representatives, successors and assigns of any such person or entity and shall
not be exclusive of any other rights to which such person or entity may be entitled apart from the
provisions of this Article.
ARTICLE XI
WITHDRAWAL OF A MEMBER
No Member may voluntarily withdraw from the Company, by voluntary dissolution or
otherwise, except as expressly permitted by this Agreement.
ARTICLE XII
TRANSFER RESTRICTIONS; PURCHASE RIGHTS
Section 12.1. General. A Member may not sell or transfer all or any part of his
Membership Interest except as provided in this Article. Any sale, assignment or transfer or
purported sale or transfer of a Membership Interest, or any portion thereof, shall be null and void
unless made strictly in accordance with the provisions of this Article.
Section 12.2. Transfer to Related Party. Subject to Section 12.5, each Member's
Membership Interest may be transferred, during such Member's lifetime or by testamentary or
intestate transfer, to any Related Party (as defined below) of such Member, but any transferee
thereof shall become a Member only in accordance with Section 12.4. No further transfer of such
Membership Interest shall be made by such transferee except back to the Member who originally
owned it or to a Related Party of such Member who originally owned it, or except in accordance
with the provisions of Sections 12.2 through 12.5. For purposes of this Agreement, "Related
Party" shall mean a spouse, any issue, any trust for the sole benefit of any such Related Party or
Parties, or any partnership or limited liability company owned entirely by Members and Related

Parties of Members, or any one of them; provided, however, that any spouse living separate and
apart from the other spouse with the intention by either spouse to cease their matrimonial
cohabitation shall not be deemed a Related Party.
Section 12.3. Purchase Option upon Death, Transfer or Breach.
(a) Upon the occurrence of any of the following events concerning any Member, the
Company shall have the right to purchase at the Purchase Price (as defined below) the entire
Membership Interest held by such Member on the terms and conditions set forth in this Article:
(i) the filing of a petition by a Member for relief as a debtor or bankrupt
under the U.S. Bankruptcy Code or any similar federal or state law affording debtor relief
proceedings; the adjudication of insolvency of a Member as finally determined by a court
proceeding or the filing by or on behalf of a Member to accomplish the same or for the
appointment of a receiver, custodian, assignee or trustee for the benefit of creditors of a
Member;
(ii) the commencement of any proceedings relating to a Member by a third
party under the U. S. Bankruptcy Code or similar federal or state law or other
reorganization, arrangement, insolvency, adjustment of debt or liquidation law; the
allowance of a Member's Membership Interest (or portion thereof) to become subject to
attachment, garnishment, charging order, or similar charge unless any such preceding
enumerated event is susceptible to cure and is cured within 90 days;
(iii) any voluntary withdrawal or attempted withdrawal of a Member other than
as a result of a Transfer in strict compliance with this Article XII;
(iv) any Transfer which constitutes a breach of the terns of any material
license, contract, loan and other agreement applicable to the Property;
(v) any action or inaction by a Member which causes a breach of or right to
terminate any material license, contract, loan and other agreement of the Company;
(vi) any breach of this Agreement by a Member, including but not limited to
the failure to make any portion of such Member's initial, subsequent or additional capital
contributions, which such Member fails to cure within 30 days after written notice from
the Company to such Member specifying the breach;
(vii) the change in control of a Member; or
(viii) the death or legal incompetence of a Member.
For purposes of this Section 12.3, "change of control" of any Member which is an
entity (not a natural person) shall mean any Transfer, whether by itself or cumulatively
with all other Transfers, of 50% or more of the membership, stock, partnership, voting,

profits, loss, management or other ownership rights or interests or which results, whether
by itself or cumulatively with all other Transfers, in the loss of the right to direct or
control the management of the day-to-day operations of such Member by those with the
right to direct or control the day-to-day operations of such Member on the date of this
Agreement.
(b) Any Member whose Membership Interest is subject to the purchase rights created
by this Section 12.3 is referred to as the "Withdrawing Member." Any Withdrawing Member, or
the personal representative or guardian of a deceased or incompetent Withdrawing Member,
shall have the obligation to give notice to the other Members and the Company of any event
triggering purchase rights under this Section 12.3.
(c) The right to purchase a Withdrawing Member's Membership Interest pursuant to
this Section 12.3 may be exercised by delivery of written notice to the Withdrawing Member no
later than sixty (60) days after the last to occur of (i) the occurrence of the event giving rise to the
purchase right, or (ii) actual receipt by all of the Members and the Company of written notice of
the occurrence of such event. Upon delivery of such notice to purchase, the Company shall have
the right, but not the obligation, to purchase the Withdrawing Member's Membership Interest,
and the Withdrawing Member, or the personal representative or guardian of a deceased or
incompetent Withdrawing Member, shall be required to sell such Membership Interest for the
Purchase Price in accordance with this Article. If approved by the vote of the Members owning
67% of the Ownership Interests (excluding the Ownership Interests of the Withdrawing
Member), the Company's purchase right under this Section 12.3 may be assigned and allocated
to the Members in accordance with the relative Ownership Interests of such Members who wish
to acquire such rights or as such Members (excluding the Withdrawing Member) otherwise
agree.
(d) Subject to Section 12.5, if the Company does not elect to exercise its purchase
right pursuant to this Section 12.3, the Membership Interest of any Withdrawing Member shall
be and become the interest of an assignee as set forth in the second and third sentences of Section
12.4. The assignee shall become a Member only in accordance with the terms of this Agreement.
(e) The "Purchase Price" of any Membership Interest shall mean such price as agreed
by the Withdrawing Member and the Company. If such parties cannot agree, the Purchase Price
in the event of death or incompetency shall equal the fair market value of such Membership
Interest and the Purchase Price in other events shall equal eighty percent (80%) of the fair market
value of such Membership Interest. For purposes of this Agreement, the fair market value of a
Members Membership Interest shall equal the Ownership Interest (expressed as a percentage of
all the Ownership Interests) of such Member multiplied by the fair market value of the Property
with no value given to goodwill. The fair market value of the Property shall be determined by an
appraiser jointly selected by such parties no later than the initially scheduled Closing Date. If the
parties cannot agree on the selection of an appraiser, the fair market value shall be detemilned by
three appraisers, the first of whom is selected by the Company, the second of whom is selected
by the Withdrawing Member, or the personal representative or guardian of a deceased or
incompetent Withdrawing Member, and the third of whom is selected by the two appraisers so

selected. Each appraiser shall be qualified and experienced in appraising properties similar to the
Property. If the three appraisers cannot agree on the fair market value of the Property, then the
fair market value shall equal the appraised value determined by the appraiser whose appraised
value is not the lowest or the highest of the three appraised values. The appraisers shall be
directed to submit their determinations in writing within fifteen (IS) days after their selection.
The costs for the appraisal shall be paid one-half by the Withdrawing Member and one-half by
the purchasing Members.
(t) The closing of the purchase of any Membership Interest shall occur on the date
determined by the Company or the purchasing Members, but not later than ninety (90) days after
any obligation to close such purchase shall arise under this Section 10.4, such date being referred
to herein as the "Closing Date". On the Closing Date, the Withdrawing Member, or the personal
representative or guardian of a deceased or incompetent Withdrawing Member, shall convey its
Membership interest free and clear of all liens, claims and encumbrances and pursuant to such
instruments of conveyance and warranties as the Company or purchasing Members shall
reasonably request. The Company or purchasing Members shall pay the Purchase Price in cash
or available funds and all fees and expenses in connection with such transaction, except the
attorneys' fees of the Withdrawing Member and one-half of the appraisal costs. The failure of
any party to satisfy the obligation to close the purchase and sale of a Membership Interest in
accordance with this Article shall entitle the other party to specific performance of such
obligation, in addition to all other equitable and legal remedies available.
(g) In connection with the closing of the purchase of a Membership Interest under
Section 12.3 (0, the Company and/or the Members, as the case may be, purchasing a
Withdrawing Member's Membership Interest shall indemnify, defend and hold harmless the
Withdrawing Member or estate of the deceased Withdrawing Member (and the spouse of the
Withdrawing Member or surviving spouse of a deceased Withdrawing Member) from and
against all liability, loss, claims, demands, suits, obligations, damages and judgments, including
out-of-pocket costs and expenses and reasonable attorney's fees (based upon actual time and
regular billing rates) incident thereto which
the Withdrawing Member (and spouse, if applicable) may suffer or incur with respect to loans,
debts and other obligations of the Company personally guaranteed by the Withdrawing Member
and/or such Withdrawing Member's spouse.
Section 12.4. Rights of Assignors and Assignees. Any transfer to an existing Member
pursuant to Section 12.2 or 12.3 shall be effective to make the transferee thereof a Member
without further action by any person. Any other sale, assignment or transfer, whether voluntary
or involuntary of any Membership Interest shall be effective to give the assignee only the
Economic Interest to which the assignor would otherwise be entitled and shall not be effective to
constitute the assignee as a Member. Any Member who assigns all of its Membership Interest
shall be removed automatically as a Member without further action or approval by any person.
An assignee who does not become a Member shall have no right to share in any management
decisions, no voting rights, no right to examine Company books and records except as required
by the Act, and no other rights of any kind whatsoever except as described in this Section. Any

assignee of the interest of a Member shall be admitted as a Member of the Company only after
the following conditions are satisfied:
(a) Members holding all of the Ownership Interests (exclusive of the assignor and
assignee) consent in writing to the admission of the assignee as a Member, which consent may
be granted or denied in the absolute discretion of such Members;
(b) the duly executed and acknowledged written instrument of assignment has been
filed with the Company, setting forth the intention of the assignor that the assignee becomes a
Member;
(c) the assignee has consented in writing in a form satisfactory to the Members
holding all of the Ownership Interests (exclusive of the assignor and assignee) to be bound by all
of the terms of this Agreement in the place and stead of the assignor; and
(d) the assignor and assignee have executed and acknowledged such other
instruments as the Members holding all of the Ownership Interests (exclusive of the assignor and
assignee) may deem necessary or desirable to effect such admission.
Any assignee of a Membership Interest, whether or not admitted as a Member, shall be
subject to all terms of this Agreement. Without limiting the generality of the foregoing, any such
assignee who desires to make a further assignment of such Membership Interest shall be subject
to all provisions of this Article XII to the same extent and in the same manner as any Member
desiring to make an assignment of its interest,
Section 12.5. Further Restriction on Transfer. Notwithstanding any provision of this
Agreement to the contrary, (a) no Member may pledge or hypothecate a Membership Interest to
secure a debt or other obligation of such Member; and (b) no Transfer shall be made unless (i)
such Transfer will not cause a termination of the Company for federal tax purposes within the
meaning of Section 708 of the Code, (ii) the Transfer is registered under the applicable federal
and state securities laws and regulations or the Company is furnished with an opinion of counsel
(at the transferor's expense) satisfactory to the Members that such registration is not required,
and (iii) such Transfer will not cause a breach or right to terminate any material license, contract,
loan and other agreement applicable to the Property.
ARTICLE XIII
LENDER REQUIRED SEPARATENESS PROVISIONS
N/A - Intentionally Deleted,
ARTICLE XIV
DISSOLUTION AND TERMINATION OF THE COMPANY
Section 14.1. Events ofDlssokttion. The Company shall be dissolved (a) upon the
mutual consent of all Members; or (b) upon the entry of a decree of judicial dissolution, or the

filing of a certificate of administrative dissolution, pursuant to the Act, in either case that is not
reversed, revoked or rescinded within sixty (60) days thereafter; or (c) as otherwise provided in
the Act; or (d) unless extended with the consent of all the Members, at midnight on December
31, 2058.
Section 14.2. Winding -Up the Company. In the event of a dissolution of the Company, a
reasonable 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 Managers to minimize the normal losses
attendant upon a liquidation. The Members shall continue to share profits or losses during the
liquidation in the same proportion as before dissolution. The proceeds from liquidation of
Company assets shall be applied as follows: (a) payment to creditors of the Company in the order
of priority provided by the Act, and the establishment of a reasonable reserve for any unforeseen
liabilities or obligations; and (b) in accordance with Section 6.2 hereof.
Section 14.3. Restrictions on Dissolution. To the extent permissible under all applicable
laws: (a) the vote of a majority -in -interest of the remaining Members is sufficient to continue the
existence of the Company; and (b) to the extent required by the terms of any first lien mortgage
loan on the Property and only for so long as such mortgage loan has not been paid and satisfied
in full, the Company shall not liquidate the Property without first obtaining approval of the
holder of such mortgage loan; and (c) to the extent required by the terms of any first lien
mortgage loan on the Property and only for so long as such mortgage loan has not been paid and
satisfied in full, the Company shall continue its existence (and not dissolve) for so long as a
solvent Member exists.
ARTICLE XV
MISCELLANEOUS
S%etion 15.1. Notices. All notices and other communications required or permitted to be
given pursuant to this Agreement shall be in writing and shall be deemed to have been given
three (3) days after deposit in the United States mails if mailed by first class, certified or
registered mail, postage prepaid, or on the date of delivery if delivered by overnight delivery
service, band, telegram or facsimile transmission, addressed to the Company at its principal
office or to a Member at such Member's address then contained in the records of the Company.
Any Member may change its notice address by giving written notice of such change to the
Company.
Section 15.2. Amendments. This Agreement may not be modified or amended except
with the written consent of the Members holding 75% of the Ownership Interests, and such
writing must refer specifically to this Agreement; provided, however, any provisions requiring
approval by all of the Members may not be amended or modified without the consent of all the
Members.
Section 15.3. Captions. The captions and headings as used in this Agreement are used
for convenience and reference only, and do not constitute substantive matter to be considered in
construing the terms of this Agreement.

Section 15.4. Variations in Pronouns. All personal pronouns used in this Agreement,
whether used in masculine, feminine, or neuter gender, shall include all other genders; singular
shall include plural, and vice versa; and shall refer solely to the parties signatory thereto except
where otherwise specifically provided.
Section 15.5. Cumulative Remedies. Each right, power, and remedy provided for herein
or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and
concurrent and shall be in addition to every other right, power, or remedy provided for herein or
now or hereafter existing at law, in equity, by statute, or otherwise.
Section 15.6. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina. Whether or not expressly so provided,
each provision of this Operating Agreement and of all amendments hereto is subject to all
applicable laws and shall be interpreted in such manner as to be valid under all applicable laws.
If any provision shall be invalid or prohibited under any applicable law, that provision shall be
ineffective to the extent of the invalidity or prohibition without invalidating the remainder of that
provision or the remaining provisions of this Operating Agreement and any amendment hereto.
Section 15.7. Merger and Modification. This Agreement expresses the entire agreement
between the parties hereto and supersedes any prior written or oral understanding or agreements.
These terms and conditions may not be waived except by a writing signed by all of the Members,
and such writing must refer specifically to this Agreement. A waiver of any breach on any one
occasion shall not constitute a waiver of any other or subsequent breach whether of like or
different nature.
Section 15.8. Severability. Every provision of this Agreement is intended to be
severable, and if any term or provision hereof shall be declared illegal, invalid, or in conflict with
the Act, or the purposes of this Agreement for any reason whatsoever, such term or provision
shall be ineffectual and void, and the validity of the remainder of this Agreement shall not be
affected thereby, unless the invalidity of any such provision substantially deprives either party of
the practical benefits intended to be conferred by this Agreement.
Section 15.9. Counterparts. This Agreement may be executed in multiple counterparts,
each of which are an original, and all of which shall constitute one and the same document.
Section 15.10. MEMBER REPRESENTATIONS AND AGREEMENTS.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE
CONTRARY, EACH MEMBER HEREBY REPRESENTS AND WARRANTS TO THE
COMPANY, THE MANAGERS AND TO EACH OTHER THAT: (A) THE
MEMBERSHIP INTEREST OF SUCH MEMBER IS ACQUIRED FOR INVESTMENT
PURPOSES ONLY, FOR THE MEMBER'S OWN ACCOUNT, AND NOT WITH A
VIEW TO OR IN CONNECTION WITH ANY DISTRIBUTION, REOFFER, RESALE
OR OTHER DISPOSITION NOT IN COMPLIANCE WITH THE SECURITIES ACT OF
1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER (THE

"1933 ACT") AND APPLICABLE STATE SECURITIES LAWS; (B) SUCH MEMBER,
ALONE OR TOGETHER WITH THE MEMBER'S REPRESENTATIVES, POSSESSES
SUCH EXPERTISE, KNOWLEDGE AND SOPHISTICATION IN FINANCIAL AND
BUSINESS MATTERS GENERALLY, AND IN THE TYPE OF TRANSACTIONS IN
WHICH THE COMPANY PROPOSES TO ENGAGE IN PARTICULAR, THAT THE
MEMBER IS CAPABLE OF EVALUATING THE MERITS AND ECONOMIC RISKS
OF ACQUIRING AND HOLDING THE MEMBERSHIP INTEREST AND THE
MEMBER IS ABLE TO BEAR ALL SUCH ECONOMIC RISKS NOW AND IN THE
FUTURE; (C) SUCH MEMBER HAS HAD ACCESS TO ALL OF THE INFORMATION
WITH RESPECT TO THE MEMBERSHIP INTEREST ACQUIRED BY THE MEMBER
UNDER THIS AGREEMENT THAT THE MEMBER DEEMS NECESSARY TO MAKE
A COMPLETE EVALUATION THEREOF AND HAS HAD THE OPPORTUNITY TO
QUESTION THE OTHER MEMBERS AND THE MANAGERS (IF ANY)
CONCERNING SUCH MEMBERSHIP INTEREST; (D) SUCH MEMBER'S DECISION
TO ACQUIRE THE MEMBERSHIP INTEREST FOR INVESTMENT HAS BEEN
BASED SOLELY UPON THE EVALUATION MADE BY THE MEMBER; (E) SUCH
MEMBER IS AWARE THAT THE MEMBER MUST BEAR THE ECONOMIC RISK
OF AN INVESTMENT IN THE COMPANY FOR AN INDEFINITE PERIOD OF TIME
BECAUSE MEMBERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER
THE 1933 ACT OR UNDER THE SECURITIES LAWS OF VARIOUS STATES AND,
THEREFORE, CANNOT BE SOLD UNLESS SUCH MEMBERSHIP INTERESTS ARE
SUBSEQUENTLY REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE; (F) SUCH MEMBER IS AWARE THAT ONLY THE COMPANY CAN
TAKE ACTION TO REGISTER MEMBERSHIP INTERESTS AND THE COMPANY IS
UNDER NO SUCH OBLIGATION AND DOES NOT PROPOSE TO ATTEMPT TO DO
SO; (G) SUCH MEMBER IS AWARE THAT THIS AGREEMENT PROVIDES
RESTRICTIONS ON THE ABILITY OF A MEMBER TO SELL, TRANSFER; ASSIGN,
MORTGAGE, HYPOTHECATE OR OTHERWISE ENCUMBER THE MEMBER'S
MEMBERSHIP INTEREST; (H) SUCH MEMBER AGREES THAT THE MEMBER
WILL TRUTHFULLY AND COMPLETELY ANSWER ALL QUESTIONS, AND MAKE
ALL COVENANTS, THAT THE COMPANY OR THE MANAGERS MAY,
CONTEMPORANEOUSLY OR HEREAFTER, ASK OR DEMAND FOR THE
PURPOSE OF ESTABLISHING COMPLIANCE WITH THE 1933 ACT AND
APPLICABLE STATE SECURITIES LAWS; AND (1) IF THAT MEMBER IS AN
ORGANIZATION, THAT IT IS DULY ORGANIZED, VALIDLY EXISTING, AND IN
GOOD STANDING UNDER THE LAWS OF ITS STATE OF ORGANIZATION AND
THAT IT HAS FULL ORGANIZATIONAL POWER AND AUTHORITY TO EXECUTE
AND AGREE TO THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS
HEREUNDER.

IN WITNESS WHEREOF, the undersigned parties hereto have signed this Restated
Operating Agreement of McDougald Downs Developers, LLC under seal as of the day and year
first above written.
�i(Seal) 10305 Penny Road
Harve on ague, Sr. Raleigh, North Carolina 27606
R&R Development Group of NC, LLC 1092 Classic Road
ZApex, North Carolina 27539
B (Seal)
Richard L. Van Tassel, II
Title: Mangier____
M
Manager
FMR Investments, LLC 341 Kilmayne Drive, Suite 201
Cary, North Carolina 27511
By:T(Seal)

I accept nay appointment as Manager and agree to serve as Manager of the Company.
R&R Development Group of NC, LLC
iBy: (Seal)
Namo: _iehard L. Van Tassel, IL
Title: Mana er
t
By: ;�t�(Seat)
Nan : Rob Bailey__
Title: _ Manager
I accept my appointment as Manager and agree to serve as Manager of the Company.
L Awl
is
im-m-
1 accept my appointment as Manager and agree to serve as Manager of the Company.
(Seal)
Lattie F ank Ploy , Jr.

EXHIBIT "A"
MEMBERS' INFORMATION AND
INITIAL CAPITAL CONTRIBUTIONS
Members' _
Capital
Initial Capital
Ownership
Names
Amount
Conhibution:
Interest:
Harvey L. Montague, Sr.
$ 1 000.00
Cash
33-1/3 %
R&R Development Group of NC LLC
$ 1 000.00
Cash
33-1/3%
FMR Investments, LLC
$ 1,000.00
Cash
33-1/3%
TOTAL
$ 3,000.00
Cash
100%

EXHIBIT "B"
Managers
Lattie Frank Floyd, Jr.
Harvey L. Montague, Sr.
R&R Development Group of NC, LLC

ra IRS
DEPARTMENT OF THE TREASURY
r�@�rll�� 1�►-� INTERNAL REVENUE SERVICE
CINCINNATI OH 45999-0023
MCDOUGALD ROAD DEVELOPERS LLC
LATTIE FRANK FLOYD JR MBR
1092 CLASSIC RD
APEX, NC 27539
Date of this notice: 04-16-2021
Employer Identification Number:
86-3291555
Form: SS-4
Number of this notice: CP 575 B
For assistance you may call us at:
1-800-829-4933
IF YOU WRITE, ATTACH THE
STUB AT THE END OF THIS NOTICE.
WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER
Thank you for applying for an Employer Identification Number (EIN). We assigned you
EIN 86-3291555. This EIN will identify you, your business accounts, tax returns, and
documents, even if you have no employees. Please keep this notice in your permanent
records.
When filing tax documents, payments, and related correspondence, it is very important
that you use your EIN and complete name and address exactly as shown above. Any variation
may cause a delay in processing, result in incorrect information in your account, or even
cause you to be assigned more than one EIN. If the information is not correct as shown
above, please make the correction using the attached tear off stub and return it to us.
Based on the information received from you or your representative, you must file
the following form(s) by the date(s) shown.
Form 1065 03/15/2022
If you have questions about the form(s) or the due date(s) shown, you can call us at
the phone number or write to us at the address shown at the top of this notice. If you
need help in determining your annual accounting period (tax year), see Publication 538,
Accounting Periods and Methods.
We assigned you a tax classification based on information obtained from you or your
representative. It is not a legal determination of your tax classification, and is not
binding on the IRS. If you want a legal determination of your tax classification, you may
request a private letter ruling from the IRS under the guidelines in Revenue Procedure
2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). Note:
Certain tax classification elections can be requested by filing Form 8832, Entity
Classification Election. See Form 8832 and its instructions for additional information.
A limited liability company (LLC) may file Form 8832, Entity Classification
Election, and elect to be classified as an association taxable as a corporation. If
the LLC is eligible to be treated as a corporation that meets certain tests and it
will be electing S corporation status, it must timely file Form 2553, Election by a
Small Business Corporation. The LLC will be treated as a corporation as of the
effective date of the S corporation election and does not need to file Form 8832.
To obtain tax forms and publications, including those referenced in this notice,
visit our Web site at www.irs.gov. If you do not have access to the Internet, call
1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office.

(IRS USE ONLY) 575B 04-16-2021 MCDO B 9999999999 SS-4
IMPORTANT REMINDERS:
* Keep a copy of this notice in your permanent records. This notice is issued only
one time and the IRS will not be able to generate a duplicate copy for you. You
may give a copy of this document to anyone asking for proof of your EIN.
* Use this EIN and your name exactly as they appear at the top of this notice on all
your federal tax forms.
* Refer to this EIN on your tax -related correspondence and documents.
If you have questions about your EIN, you can call us at the phone number or write to
us at the address shown at the top of this notice. If you write, please tear off the stub
at the bottom of this notice and send it along with your letter. If you do not need to
write us, do not complete and return the stub.
Your name control associated with this EIN is MCDO. You will need to provide this
information, along with your EIN, if you file your returns electronically.
Thank you for your cooperation.
Keep this part for your records. CP 575 B (Rev. 7-2007)
Return this part with any correspondence
so we may identify your account. Please
correct any errors in your name or address.
CP 575 B
9999999999
Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 04-16-2021
( ) - EMPLOYER IDENTIFICATION NUMBER: 86-3291555
FORM: SS-4 NOBOD
INTERNAL REVENUE SERVICE MCDOUGALD ROAD DEVELOPERS LLC
CINCINNATI OH 45999-0023 LATTIE FRANK FLOYD JR MBR
IIIIIIIIIIIIII U IIlollIIIIIIIIIIIIIIIIIIIIIIIIIII11I 1092 CLASSIC RD
APEX, NC 27539