SW8111107_HISTORICAL FILE_20130730

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
PERMIT NO.
SW8 M\ Q-1
DOC TYPE
❑ CURRENT PERMIT
❑ APPROVED PLANS
HISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
DOC DATE
0-1so
YYYYMMDD

AV
IMCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Pat McCrory Thomas A. Reeder John E. Skvarla, III
Governor Acting Director Secretary
July 30, 2013
George C. Venters, Manager
VCG Investors, LLC
905 Williamson Dr.
Raleigh, NC 27608
Subject: Name Change / Ownership Change
Dollar General — Sneads Ferry
Stormwater Permit No. SW8 111107
Onslow County
Dear Mr. Venters:
On July 3, 2013, the Wilmington Regional Office received a request for the transfer of ownership
of the Stormwater Management Permit for the subject project. Staff of the Division of Water
Quality have inspected the project, determined that the documentation is in order, and the
project is in compliance with the Stormwater permit requirements. As indicated on the
Name/Ownership Change form, you have acknowledged receipt of a copy of the permit, which
includes the application and supplement forms, a copy of the approved plans and a copy of the
required Operation and Maintenance agreement from the previous permittee. By acknowledging
receipt of the permit, and by signing the Name/Ownership Transfer form, you have accepted the
responsibility for complying with the terms and conditions outlined in this permit. If you need
additional copies of the permit, or copies of the approved plans, please contact the Division of
Water Quality in the Wilmington Regional Office at the phone number below. For your records,
please find enclosed a copy of the updated page 2 of the permit, a copy of the inspection report,
and a copy of the Name/Ownership Change form submitted on July 3, 2013.
Please be aware that the project's built -upon area and stormwater controls must be built and
maintained in compliance with the permit documents and the approved plans. Maintenance
of the approved system shall be performed in accordance with the signed Operation and
Maintenance agreement. Anymodifications to this project must be submitted to the Division
of Water Quality and approved prior to construction. The issuance of this approval does not
preclude you from complying with all other applicable statutes, rules, regulations or
ordinances, which may have jurisdiction over the proposed activity, and obtaining a permit
or approval prior to construction.
If you have any questions concerning the requirements of the permit, please do not hesitate to
call David Cox at [phone].
Sind
57m Thoma A. Reeder
Division of Water Quality
GDS/ dwc: S:\WQS\Stormwater\Permits & Projects\201 1\1 11 107HD\2013 07 permit 111107
cc: George Barnes
Wilmington Regional Office Stormwater File
Wilmington Regional Office
127 Cardinal Drive Extension, Wilmington, North Carolina 28405
iNoneL.!?
orffiCarolllla
Phone: [phone] \ FAX: [phone] \ DENR Assistance: 1-877-623-6748
Internet: www.ncwaterquatity.org
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An Equal Opportunity\ Affirmative Action Employer
\
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State Stormwater Management Systems
Permit No. SW8 111107
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
STATE STORMWATER MANAGEMENT PERMIT
HIGH DENSITY COMMERCIAL DEVELOPMENT SA WATERS
In accordance with the provisions of Article 21 of Chapter 143, General Statutes of
North Carolina as amended, and other applicable Laws, Rules, and Regulations
PERMISSION I& HEREBY GRANTED,•TO. .
VGC Investors, LLC
Dollar General — Sneads Ferry
NC Highway 172, Sneads Ferry, Onslow County
FOR THE
construction, operation and maintenance of a wet detention pond discharging to Class
SA waters in compliance with the provisions of 15A NCAC 2H .1000 and Session Law
2008-211 (hereafter collectively referred to as the "stormwater rules') the approved
stormwater management plans and specifications and other supporting data as
attached and on file with and approved by the Division of Water Quality and considered
a part of this permit.
This permit shall be effective from the date of issuance until November 18, 2021, and
shall be subject to the following specified conditions and limitations:
I. DESIGN STANDARDS
1. This permit is effective only with respect to the nature and volume of stormwater
described in the application and other supporting data.,
2. This stormwater system has been approved for the management of stormwater
runoff as described in Section 1.9 on page 3 of this permit. The stormwater
control has been designed to handle the runoff from 34,312 sf of impervious
area.
3. A 50' wide vegetative buffer must be provided adjacent to surface waters,
measured horizontally from and perpendicular to the normal pool of impounded
structures, the top of bank of both sides of streams and rivers and the mean high
water line of tidal waters.
4. The overflow from the wet pond must flow overland through a level spreader and
50-foot vegetated filter strip designed to pass the peak flow from the 10 year
storm in a diffuse, non -erosive manner.
5. The drainage area will be limited to the amount of built -upon area indicated in
Sections 1.2 and 1.8 of this permit, and per approved plans.
Page 2 of 8

State of North Carolina
Department of Environment and Natural Resources
Division of Water Quality
STATE STORMWATER PERMIT NAME/OWNERSHIP CHANGE FORM
I. CURRENT PERMIT INFORMATION
1. Stormwater Management Permit Number: SW 8
2. Project Name: Pyov �rrnrv�0-SnPn�l1
3. Current Permit Holder's Company Name/Organization:
4. Signing Official's Name: Title: h(onA=in
5. Mailing Address: Rao A- S4,- ,)-/o
City: 2a L State:.yz Zip: Z7 1C0_2
6. Phone: (9/ ) Fax: (9/T SAS`/ -2 6% F
II. PROPOSED PERMITTEE / OWNER / PROJECT / ADDRESS INFORMATION
This request is for: (please check all that apply)
❑ Name change of the owner (Please complete Items 1, 2 and 3 below)
❑ Name change of project (Please complete Item 5 below)
® Change in ownership of the property/company (Please complete Items 1, 2, 3, and 4 below)
❑ Mailing address / phone number change. (Please complete Item 4 below)
❑ Other (please explain): r,
1. Proposed permittee's company name/organization: VC G T,lr/Pc7h j ,
2. Proposed permittee's signing official's name: GCorfa C_ VeW-%,
3. Proposed permittee's title:
4. Mailing Address
City:
Ida ((.�5.
I-
State: Nz%- Zip: Z-7 6 o 8'
Phone:
I(—)
F3 Z - %C3
Fax: (9/`I ) F-3-)- -SC 3d'
5. New Project Name to be placed on permit:
Please check the appropriate box. The proposed permittee listed above is:
❑ HOA or POA (Attach documentation showing that the HOA or POA owns, controls, or has a
recorded easement for all areas that contain stormwater system features. Print name of HOA or
POA in #1 above and provide name of HOA/POA's authorized representative in #2 above)
❑ The property owner
❑ Lessee (Attach a copy of the lease agreement and complete Property Owner Information on
page 4)
[Purchaser (Attach a copy of the pending sales agreement. Final approval of this transfer will be
granted upon receipt of a copy of the recorded deed)
❑ Developer (Complete Property Owner Information on page 4)
JUL 0 3 2013
SSW N/O Change Rev24Sept2012 Page 1 of 4

III. REQUIRED ITEMS
A request to transfer a permit will not be approved by the Division of Water Quality (DWQ) unless all
of the applicable required items listed below are included with the submittal. Failure to provide the
listed items may result in processing delays or denial of the transfer.
1. This completed and signed form. This certification must be completed and signed by both the
current permit holder and the new applicant if this is a change of ownership..
2. Legal documentation of the property transfer to a new owner.
3. A copy of any recorded deed restrictions, covenants, or easements, if required by the permit.
4. The designer's certification (DWQ Engineer and Designer Certification Forms are available from
each DWQ Regional office), if required by the permit and if not already submitted to DWQ.
5. If the proposed permittee is a firm, partnership, association, institution, corporation, limited liability
company, or other corporate entity, provide documentation showing the authority of the named
representative to act on behalf of the proposed permittee.
6. The $40.00 processing fee. If this is an initial transfer from the original permittee the processing
fee is not required. Subsequent ownership transfers will require the $40.00 processing fee.
IV. CURRENT PERMITTEE'S CERTIFICATION
Please check one of the following statements and fill out the certification below that statement:
❑ Check here if the current permittee is only changing his/her/its name, the project name, or mailing
address, but will retain the permit. I, , the current
permittee, hereby notify the DWQ that I am changing my name and/or I am changing my mailing
address and/or I am changing the name of the permitted project. I further attest that this application
for a name/ownership change is accurate and complete to the best of my knowledge. I understand
that if all required parts of this application are not completed or if all required supporting information
and attachments listed above are not included, this application package will be returned as
incomplete.
6 Check here if current permittee is transferring the property to a new owner and will not retain
ownership the perrpit.
I, (Trod dru Tj4-(ud;g, Aa--4tz5ikL,�L,°tie current permittee, am submitting this application
for a transfer of ownership for permit # Sw8 r/ii o . I hereby notify DWQ of the sale or
other legal transfer of the stormwater system associated with this permit. I have provided a copy of
the most recent permit, the designer's certification for each BMP, any recorded deed restrictions,
covenants, or easements, the DWQ approved plans and/or approved as -built plans, the approved
operation and maintenance agreement, past maintenance records, and the most recent DWQ
stormwater inspection report to the proposed permittee named in Sections II and V of this form. I
further attest that this application for a name/ownership change is accurate and complete to the best
of my knowledge. I understand that if all required parts of this application are not completed or if all
required supporting information and attachments listed above are not included, this application
package will be returned as incomplete. I assign all rights and obligations as permittee to the
proposed permittee named in Sections II and V of this form. I understand that this transfer of
ownership cannot be approved by the DWQ unless and until the facility is in compliance with the
permit.
Signature: Date: t
lotary Public for the State of
County of WAk , do hereby certify that
= OmyyN .S V,� personally appeared before me this the
r7' day of �,JaAIE 20A, and acknowledge the due execution of the
aunuul/
forgoing instrument. Witness . y hand and official seal, .�``�\pNN IV ����(Notary-Seal)-
�.`�P �isafon ti6`,a�.
�-No a y Signature '�A �CoZz aOTAq U)= jUL 0 3 2013
N
�y a G
o BY:�
:
SSW N/O Change Rev24Sept2012 Page 2 of 4 ,,,c� C�UNi � ��`�

V. PROPOSED PERMITTEE CERTIFICATION: (This section must be completed by the
Proposed Permittee for all transfers of ownership)
i, V� T,vcs-fws 4LL/ VorK 44 hereby notify the DWQ that I have acquired
through sale, lease or legal transfer, the responsibility for operating and maintaining the permitted
stormwater management system, and, if applicable, constructing the permitted system. I
acknowledge and attest that I have received a copy of: (check all that apply to this permit)
the most recent permit
the designer's certification for each BMP
any recorded deed restrictions, covenants, or easements
FvT the DWQ approved plans and/or approved as -built plans
the approved operation and maintenance agreement
Bpast maintenance records from the previous permittee (where required)
DWQ stormwater inspection report showing compliance within 90 days prior to this transfer
I have reviewed the permit, approved plans and other documents listed above, and I will comply with
the terms and conditions of the permit and approved plans. I acknowledge and agree that I will
operate and maintain the system pursuant to the requirements listed in the permit and in the
operation and maintenance agreement. I further attest that this application for a name/ownership
change is accurate and complete to the best of my knowledge. I understand that if all required parts
of this application are not completed or if II required supporting information and attachments listed
above are not included, is applicati n ckage will be returned as incomplete.
Signature:1. PfDate: �- �� L 0L?
I, W /7f-SAS , a Notary Public for the State of
/✓C , County of k1416C , do hereby certify that
personally appeared before me this the
// rN day of ) wVe 204�_.; and acknowledge the due execution of the
forgoing instrument. Witness my hand and official NPNN
/ : �� 1a0TA0)� °N U)n 4otary Seal)
otary Signature
z �'0usuc
r O`b U Z
iF COUV4
Additional copies of the original permit and the approved Operation and Maintenance agreement can
be obtained from the appropriate Regional Office of the Division of Water Quality.
This completed form, including all supporting documents and processing fee (if required), should be
sent to the appropriate Regional Office of the North Carolina Department of Environment and Natural
Resources, Division of Water Quality, as shown on the attached map.
Please note that if the Proposed Permittee listed above is not the property owner, the property owner
must complete and sign page 4 of this document. Both the lessee / developer and the property
owner will appear on the permit as permittees.
ECENE
JUL 03 2013
BY:_— ---
SSW N/O Change Rev24Sept2012 Page 3 of 4

VI. PROPERTY OWNER CONTACT INFORMATION AND CERTIFICATION
If the Proposed Permittee listed in Sections 11 and V of this form is not the Property Owner, the
Property Owner must provide his/her Contact Information below and sign this form:
Printed Name:
Organization:
Title within the Organization:
Street Address:
City:
Mailing Address:
City:
Phone:
41MIRR
State:
(if different from street address)
State:
Fax:
an
Zip:
I certify that I own the property identified in this permit transfer document and have given permission
to the Proposed Permittee listed in Sections II and V to develop and/or, lease the property. A copy
of the lease agreement or other contract, which indicates the party responsible for the construction
and/or operation and maintenance of the stormwater system, has been provided with the submittal.
As the legal property owner I acknowledge, understand, and agree by my signature below, that I will
appear as a permittee along with the lessee/developer and I will therefore share responsibility for
compliance with the DWO Stormwater permit. As the property owner, it is my responsibility to notify
DWO by submitting a completed Name/Ownership Change Form within 30 days of procuring a
developer, lessee or purchaser for the property. I understand that failure to operate and maintain the
stormwater treatment facility in accordance with the permit is a violation of NC General Statute
(NCGS) 143-215.1, and may result in appropriate enforcement action including the assessment of
civil penalties of up to $25,000 per day, pursuant to NCGS 143-215.6.
Signature of the property owner
County of
Date:
a Notary Public for the State of
do hereby certify that
personally appeared before me this the
day of , 20 , and acknowledge the due execution of the
forgoing instrument. Witness my hand and official seal,
(Notary Seal)
Notary Signature
ECEIVE
JUL 0 3 2013
BY:
SSW N/O Change Rev24Sept2012 Page 4 of 4

State Stormwater Management Systems
Permit No. SW8 111107'
Dollar General — Sneads Ferry
Stormwater Permit No. SW8 111107
Onslow County
Designer's Certification
I, /IIAYf/DEL, E /—of-iAG✓ as a duly registered in the
State of North Carolina, having been authorized to observe (periodica(y/ weekly/ full
time) the construction of the project,
2u - sn e Aa6
(Project)
for sv��� /vW,4 Ei�4 , GC C (Project Owner) hereby state that, to the
best of my abilities, due car4 and diligence was used in the observation of the project
construction such that the construction was observed to be built within substantial
compliance and intent of the approved plans and specifications.
The checklist of items on page 2 of this form is included in the Certification.
Noted deviations from approved plans and specifications:
Signature &4—(a6e'jl�
Registration Number 'gl' 3¢
Cate 7A91a
II
24434
NGINSt.- 4,6
�N..M'OA♦♦♦
�ffiEin `,
ECEIVE
JUL 17 2012
BY: —

State Stormwater Management Systems
Permit No. SW8 111107
Certification Requirements:
✓ 1. The drainage area to the system contains approximately the permitted
acreage.
✓ 2. The drainage area to the system contains no more than the permitted
amount of built -upon area.
3. All the built -upon area associated with the project is graded such that the
runoff drains to the system.
✓ 4. All roof drains are located such that the runoff is directed into the system.
✓ 5. The outlet structure elevations are per the approved plan.
✓ 6. The outlet structure is located per the approved plans.
7. Trash rack is provided on the outlet structure.
✓ J. All slopes above permanent pool are grassed with permanent vegetation.
✓ 9. Vegetated slopes above permanent pool are no steeper than 3:1.
10. The inlets are located per the approved plans and do not cause short-
circuiting of the system.
✓ 11. The permitted amounts of surface area and/or volume have been
provided.
✓ 12. Required drawdown devices are correctly sized and located per the
approved plans.
✓ 13. All required design depths are provided.
14. All required parts of the system are provided, such as a vegetated shelf, a
forebay, a vegetated filter, level spreader and a secondary BMP.
✓ 15. The required system dimensions are provided per the approved plans.
16. All components of the stormwater BMP are located in either recorded
common areas, or recorded easements.
cc: NCDENR-DWQ Regional Office
Onslow County Building Inspections

Permit: SW8120705
County: Onslow
Region: Wilmington
Compliance Inspection Report
Effective: 09/18/12 Expiration: 09/18/20
Contact Person: George T Barnes Title:.
Directions to Project:
3.25 miles north of interseciton of Piney Gren Road and Hwy. 24.
Type of Project: State Stormwater - HD - Bioretention
Drain Areas: 1 - (Little Northeast Creek) (03-05-02) ( C;NSW)
2 - (Little Northeast Creek) (03-05-02) (C;NSW)
On -Site Representative(s):
Related Permits:
Inspection Date: 07/22/2013 Entry Time: 11:00 AM
Primary Inspector: David W Cox
Secondary Inspector(s):
Reason for Inspection: Routine
Permit Inspection Type: State Stormwater
Facility Status: ■ Compliant ❑ Not Compliant
Question Areas:
State Stormwater
(See attachment summary)
Owner: Glandon Forest Equity LLC
Project: Dollar General Piney Green Road
Piney Green Rd
Jacksonville NC 28540
Phone: [phone]
Exit Time: 11:30 AM
Phone: [phone]
Inspection Type: Transfer Renewal
Page: 1

Permit: SW8120705 Owner - Project: Glandon Forest Equity LLC
Inspection Date: 07/22/2013 Inspection Type: Transfer Renewal Reason for Visit: Routine
Inspection Summary:
This State Stormwater System is in compliance with the terms and conditions of this permit.
File Review
Is the permit active?
Signed copy of the Engineer's certification is in the file?
Signed copy of the Operation & Maintenance Agreement is in the file?
Copy of the recorded deed restrictions is in the file?
Comment:
Yes No NA NE
■❑❑❑
■ ❑ ❑ ❑
■ ❑ ❑ ❑
❑ ❑ ■ ❑
Page: 2

NC ENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Pat McCrory Thomas A. Reeder
Governor Acting Director
MEMORANDUM
July 18, 2013
To: George Barnes, Manager
Glandon Forest Equity, LLC
3900 Merton Dr., Suite 201
Raleigh, NC 27609
From: Jo Casmer, Administrative Assistant
Surface Water Protection Section
Wilmington Regional Office
John E. Skvarla, III
Secretary
I am returning Glandon Forest Equity, LLC check numbers 8096, 8094, and 8095, each in the
amount of $40.00, included with the Ownership Transfer forms for Stormwater Permit numbers
SW8 110408, SW8 120705, and SW8 111107.
The fee is not required on an initial ownership transfer; only on subsequent transfer requests.
Please call if you have any questions.
Jo Casmer
Wilmington Regional Office
127 Cardinal Drive Extension, Wilmington, North Carolina 28405
Phone: [phone] \ FAX [phone] \ DENR Assistance: 1-877-623-6748
Internet: www.nmaterquality.org
An Equal Opportunity l Afnnaline Acton Employ
NorthCarolina
Natumllb,

'
(Page 1 of d)
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11111119111�11111�11��8�IIII�III�II��A�IIIIIII>I�
'1,' I; \,I}: �.•r rv^r •�r..+ev
Doc ID: OIOOS 080004 Type• CRP
Recorded: 10/11/2012 at 12: 15:46 PN
Fee Act: $2,870.00 Pen, 1 oRevenue Tex:$2,944.00
lrR!L m 'Rebecca
W
Onslow County NC
L. Pollard Reg. of Deeds
o+.�> �.ny
uy 1eV a1V M,t
BK3864 PD262 265
This deed presented to
The�pGgTa flee
Date IO H CCffi�Tfifi
Excise Tax $2,944.00
After recording room, to: Grantee
This Instrument was prepared by: Weatherspoon & Voltz LLP
Recording Time, Book and Page
Brief description for the Index 2.097 acres, Map Book 63, Page 161, Slide 0-194
NORTH CAROLINA GENERAL WARRANTY DEED
THIS DF-ED made this I O day of October, 2012, by and between
GRANTOR
GLANDON FOREST EQUI1 Y, LLC,
a North Carolina limited liability company
3900 Merton Drive, Suite 210
Raleigh, NC 27609
GRANTEE
VCG INVESTORS, LLC,
a North Carolina limited liability company
905 Williamson Drive
Raleigh, NC 27608
The designation Grantor and Grantee as used herein shall include said parries, their heirs, successors, and assigns, and shall include
singular, plural, masculine, feminine or neuter as required by context.
W ITNESSETH, 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 County ofOnslow, Slate of North Carolina, and being more particularly described as follows:
See Exhibit attached hereto and incorporated herein by this reference
All or a portion of the property herein conveyed ❑ includes or ® does not include the primary residence ofa Grantor.
The property hereinabove described was acquired by Grantor by instruments recorded in Book 3730, Page 852 of the Onslow County
Registry.
Maps showing the above described property are recorded in Map Book 63, Page 161, Slide 0-194, Onslow County Registry.
ECEIVE
JUL 0 I I'll
BY:
Book: 3864 Page: 262 Page 1 of 4
Book: 3864 Page: 262 Sect:

,l
(Page 2 0£ x4)
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 is seized of the premises in fee simple, has the right to convey the same in
fee simple, that title is marketable and free and clear of all encumbrances, and that Grantor will warrant and defend the title against the
lawful claims of all persons whomsoever, other than the following exceptions:
See Exhibit B attached hereto and incorporated herein by this reference
IN WITNESS WHEREOF, the Grantor has hereunto set its hand the day and year first above written.
BLANDON FOREST EQUITY, LLC,
a North Carolina Iimitpq liability-cpmf
By:
NamtG�.r��uTitleBy:
Name: George C.
Titlez Manager
STATE OF NORTH CAROLINA
COUNTY OF WAKE
I, I�ittrN Ne.kr'w.,� , a Notary Public of the County and State aforesaid, certify that George T. Berries,
Jr. and George C. Ve ers, h, being personally known to me, personally came before me this day and acknowledged that they are the
Managers ofGlandon Forest Equity, LLC, a North Carolina limited liability company, and that they, as Managers, being authorized to
do so, voluntarily executed the foregoing on behalf of said limited liability company for the purposes stated therein.
WITNESS my hand and notarial seal, this Lljday of October, 2012.
Notary Pohli
Printed Name:_,Raffy 't SZ
My Commission Expires: a, Of ¢e( Jxx`xxi ts'Hc�rO
_i Fi NGTAgF
[Affix Notarial Seal] _ +E
��s'• Af/BLIG
m:\usersbon1cien1s\venlersgevrge jraneads rerrybalc�general
Book: 3864 Page: 262 Page 2 of 4
Book: 3864 Page: 262 Seq: 2

(Page 3 of �43%
EXHIBIT A
Legal Description
BEING all that certain tract or parcel of land lying and being in Stump Sound Township, Onslow County, North
Carolina, containing 2.097 acres and being more particularly described and being the same property shown on
survey plat entitled "Lot Recombination for TLAEC, LLC" recorded in Map Book 63, Page 161, Slide 0-194,
Onslow County Registry.
Book: 3864 Page: 262 Page 3 of 4
Book: 3864 Page: 262 Seq:

(Page 4 of4}�
EXHIBIT B
Exceptions
I. Taxes for 2012, due and payable but not delinquent, and subsequent years.
2. Subject to matters shown on recorded Plat in Map Book 63, Page 161, Slide 0-104, Onslow County
Registry.
3. Right of way easements to !ones-Onslow Electric Membership Corporation recorded in Book 1600,
Page 967 and in Book 3728, Page 821, Onslow County Registry.
4. Memorandum of Lease between Glandon Forest Equity, LLC, as Landlord, and Dolgencorp, LLC, as
Tenant, recorded in Book 3749, Page 767, Onslow County Registry.
Book: 3864 Page: 262 Page 4 of 4
Book: 3864 Page: 262 Seq:

OPERATING AGREEMENT OF
VCG INVESTORS, LLC
A NORTH CAROLINA LIMITED LIABILITY COMPANY
EFFECTIVE AS OF AUGUST 5, 2003
ARTICLE 1.
Definitions
1.1 Definitions. The following terms used in this Operating Agreement shall have the following
meanings (unless otherwise expressly provided herein):
a. "Act" shall mean the North Carolina Limited Liability Company Act, as contained in
North Carolina General Statute § 57C-1-01, et sec., as the same may be modified or amended from time
to time.
b. "Agreement" shall mean this Operating Agreement as originally executed and as
amended from time to time.
C. "Articles of Organization" shall mean the Articles of Organization of VCG Investors,
LLC, as filed with the Secretary of State of North Carolina, as the same may be amended from time to
time.
d. "Capital Contribution" means any contribution to the Company in cash by the Member
whenever made, and with respect to property other than cash, valued at the agreed upon fair market value
of such property on the date of contribution, net of liabilities secured by such contributed property.
e. "Code" shall mean the Internal Revenue Code of 1986, or corresponding provisions of
subsequent superseding federal revenue laws.
"Company" shall refer VCG Investors, LLC.
g. "Fiscal Year" shall mean the Company's fiscal year, which shall be the calendar year.
h. "Majority Interest" shall mean more than fifty per cent (50%) of the aggregate of all
Membership Interests of Members.
i. "Manager" shall mean George C. Venters, or any other Persons that succeed him
in his capacity as a Manager of the Company in accordance with this Agreement. References to the
Manager in the singular or as him, her, it, itself or other like references shall also, when the context so
requires, be deemed to include the plural or the masculine or feminine reference, as the case may be.
j. "Member" means George C. Venters, and each Person who may hereafter become
a Member. To the extent a Manager has purchased a Membership Interests in the Company, such
Manager shall have all the rights of a Member with respect to such Membership Interests, and the term
"Member" as used in this Agreement shall include a Manager to the extent such Manager has purchased
such Membership Interest in the Company.
ECEI 9C C
JUL 0 3 2013
BY:

k. "Membership Interest" shall mean a Member's entire interest in the Company
including the Member's economic interest and the right to participate in any decision or action of or by
the Members granted pursuant to this Agreement and the Act.
I. "Net Available Cash" means the gross cash proceeds of the Company whether
from Company operations, sales or other dispositions or refinancing of Company property less the portion
thereof used to pay or establish reserves for all Company expenses, debt payments, capital improvements,
replacements and contingencies, all as determined in the sole and absolute discretion of the Managers.
Net Available Cash shall not be reduced by depreciation, amortization, cost recovery deductions or
similar allowances and shall include all principal and interest payments with respect to any note or other
obligations received by the Company in connection with the sale or other disposition of Company
property.
M. "Person" shall mean any individual, a custodian of any individual under any
jurisdiction's Uniform Transfer to Minors Act or similar statute, trust, partnership, corporation, limited
liability company or other entity, and their respective heirs, executors, legal representatives, successors
and assigns when the context so permits.
ARTICLE 2.
Formation of the Company
2.1 Formation. On August 5, 2003, William A. Mann organized a North Carolina
limited liability company by executing and delivering articles of organization to the North Carolina
Secretary of State in accordance with and pursuant to the Act, to be effective on filing.
2.2 Name. The name of the Company is VCG Investors, LLC.
2.3 Principal Place of Business. The principal place of business of the Company within the
State of North Carolina shall be 905 Williamson Drive, Raleigh, NC 27608, Wake County, North
Carolina, or such other place as the Manager shall designate. The Company may locate its places of
business and registered office at any other place or places as the Managers may from time to time deem
advisable.
2.4 Registered Office and Registration Agent. The Company's initial registered office shall
be at the office of its registered agent at 2840 Plaza Place, Suite 400, Raleigh, Wake County, North
Carolina, 27612, and the name of its initial registered agent at such address shall be William A. Mann.
The registered office and registered agent may be changed from time to time by filing the address of the
new registered office and/or the name of the new registered agent with the North Carolina Secretary of
State pursuant to the Act.
2.5 Term. The term of the Company shall be perpetual, unless the Company is earlier
dissolved in accordance with either the provisions of the Agreement or the Act.
179526.1 -2-

ARTICLE 3.
Business of Company
3.1 Permitted Business. The business of the Company shall be:
a. to broker, sell, buy, invest in, acquire, lease or otherwise be involved with
transactions in real property and the construction of improvements thereon;
b. to exercise all other powers necessary to or reasonably connected with the
Company's business that may be legally exercised by limited liability companies under the Act; and
C. to engage in all activities necessary, convenient or incident to any of the
foregoing.
ARTICLE 4.
Member/Manager
4.1 Names and Address of Member/Manager. The name and address of the sole Member and
Manager are as follows:
Name
Address
George C. Venters, 905 Williamson Drive
Member/Manager Raleigh, North Carolina 27608
ARTICLE 5.
Rights and Duties of Managers
5.1 Management. The business and affairs of the Company shall be managed by its Manager
The Manager shall direct, manage and control the business of the Company to the best of their ability.
Except for situations in which the approval of the Members is expressly required by this Agreement or by
nonwaivable provisions of applicable law, the Manager shall have full 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, any one Manager may
take any action permitted to be taken by the "Manager", unless the approval of more than one of the
Managers is expressly required pursuant to this Agreement or the Act. No contract, obligation or liability
of any kind or type can be entered into on behalf of the Company by any Member other than an existing
Manager of the Company. The Manager shall take all actions which shall be necessary or appropriate to
accomplish the Company's purposes in accordance with the terms of this Agreement.
5.2 Number, Tenure and Qualifications. The Company shall initially have one (1) Manager.
The number of Managers of the Company shall be fixed from time to time by the affirmative vote of
Members holding a Majority Interest, but in no instance shall there be less than one Manager. Each
Manager shall hold such position until removed by the affirmative vote of a Majority Interest. Managers
shall be elected by the affirmative vote of a Majority Interest. Managers need not be residents of the State
of North Carolina nor do they need to be Members.
5.3 Agents. Unless authorized to do so by this Agreement or by a Manager or Managers, no
attorney -in -fact, employee, or other agent of the Company shall have any power or authority to bind the
179526.1 -3-

Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member
who is not a Manager 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 writing in accordance with the
previous sentence.
5.4 Liabilityfor Certain Acts. The Managers shall perform their managerial duties in good
faith, in a manner they reasonably believe to be in the best interests of the Company and with such care as
an ordinarily prudent person in a like position would use under similar circumstances. A Manager who so
performs the duties of Manager shall not have any liability by reason of being or having been a Manager
of the Company. A Manager does not, in any way, guarantee the return of the Members' Capital
Contributions or a profit for the Members from the operations of the Company. A Manager shall not be
liable to the Company or to any Member of the Company for any loss or damage sustained by the
Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross
negligence, willful misconduct or a wrongful taking by the Manager.
5.5 Managers Have No Exclusive Duty to Company. The Managers shall not be required to
manage the Company as their sole and exclusive function and they 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.
5.6 Indemnity of the Managers, Employees and Other Agents. To the maximum extent
permitted under § 57C-3-31 of the Act, the Company shall indemnify the Managers and make advances
for reasonable and necessary expenses. The Company shall indemnify its employees and other agents
who are not Managers to the fullest extent permitted by law, provided that the indemnification in any
given situation is approved by Members owning a Majority Interest.
5.7 Resignation. Any Manager may resign at any time by giving written notice to the
Members. The resignation of any Manager shall take effect upon receipt of that notice or at such later
time as shall be specified in the notice; and, unless otherwise specified in the notice, the acceptance of the
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.
5.8 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 a Majority
Interest. The removal 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.
5.9 Right to Rely on Managers. Any Person dealing with the Company may rely upon a
certificate signed by any Manager as to:
(a) the identity of any Manager or Member;
(b) the existence or nonexistence of any fact or facts which constitute a condition
precedent to acts by a Manager or which are in any other manner germane to the affairs of the Company;
c) the Persons who are authorized to execute and deliver any instrument or
document of the Company; or
179526.1 - 4 _

(d) any act or failure to act by the Company or any other matter whatsoever
involving the Company, a Manager or any Member.
ARTICLE 6.
Rights and Obligations of Members
6.1 Limitation of Liability. Each Members liability shall be limited as set forth in this
Agreement, the Act, and other applicable law.
6.2 Company Debt Liability. A Member will not be personally liable for any debts or losses
of the Company beyond the Member's respective Capital Contributions and any obligation of the Member
under Article 8 below to make Capital Contributions, except as provided in section below or as otherwise
required by law.
6.3 List of Members. Upon written request of any Member, the Managers shall provide a list
showing the names, addresses, and Membership Interests of all Members.
6.4 Approval of Sale of All Assets. The Members shall have the right, by the affirmative vote
of a Majority Interest, to approve the sale, exchange or other disposition of all, or substantially all, of the
Company's assets (other than in the ordinary course of the Company's business) which is to occur as part
of a single transaction or plan.
6.5 Company Books. Proper and complete records and books of account shall be kept or
shall be caused to be kept by the Managers in which shall be entered fully and accurately all transactions
and other matters relating to the Company's business in the detail and completeness customary and usual
for businesses of the type engaged in by the Company. The books and records shall at all times be
maintained at the principal executive office of the Company and shall be open to the reasonable
inspection and examination of the Members or their duly authorized representatives during reasonable
business hours. The Managers shall maintain and preserve, during the term of the Company and for five
(5) years thereafter, all accounts, books and other relevant Company documents.
6.6 Priority and Return of Capital. Except as may be expressly provided in this Agreement,
no Member shall have priority over any other Member, either for the return of Capital Contributions or
for profits, losses or distributions; provided that this section shall not apply to loans (as distinguished
from Capital Contributions) which a Member has made to the Company.
6.7 Liability of a Member to the Company. A Member who rightfully receives the return in
whole or in part of its contribution (as defined in § 57C-4-02 of the Act) is nevertheless liable to the
Company only to the extent now or hereafter provided by the Act. A Member who receives a distribution
made by the Company which is either in violation of this Agreement, or made when the Company's
liabilities exceed its assets (after giving effect to the distribution) is liable to the Company for a period of
three (3) years after the distribution for the amount of the distribution.
ARTICLE 7.
Meetings of Members
7.1 Meetings. Meetings of the Members, for any purpose or purposes, unless otherwise
prescribed by statute, may be calledby any Manager or by any Member or Members holding at least a ten
percent (10%) of the Membership Interest.
179526.1 - 5 -

7.2 Place and Manner of Meetings. The Members 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, or if a special meeting be otherwise called, the place of meeting shall be the then
principal executive office of the Company in the state of North Carolina. Members may participate in an
annual or special meeting by (or conduct the meeting through) the use of a telephone or other means of
communication by which all Members participating may simultaneously hear each other during the
meeting.
7.3 Notice of Meetings. Except as provided in section 7.10 below, 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 no fewer than ten (10) nor more than fifty (50) days before the date of the meeting, either
personally, by facsimile transmission or by mail, by or at the direction of the Managers or person calling
the meeting, to each Member entitled to vote at the meeting.
7.4 Meeting of All Members. If all of the Members shall meet at any time and place, either
within or outside the State of North Carolina, and consent to the holding of a meeting at that time and
place, the meeting shall be valid without call or notice, and at the meeting lawful action may be taken.
7.5 Record Date. For the purpose of determining Members entitled to notice of or to vote at
any meeting of Members or any adjournment of the meeting or Members entitled to receive payment of
any distribution or 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 the distribution is adopted, as the
case may be, shall be the record date for the determination of Members. When a determination of
Members entitled to vote at any meeting of Members has been made as provided in this section, the
determination shall apply to any adjournment of the meeting.
7.6 Quorum. Members holding at least a Majority Interest, represented in person or by
proxy, shall constitute a quorum at any meeting of Members. In the absence of a quorum at any meeting
of Members, a majority of the Membership 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 the adjournment is for
more than sixty (60) days without further notice, or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled
to vote at the meeting. At an 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
Members present at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal during the meeting of that number of Membership Interests whose
absence would cause less than a quorum.
7.7 Manner of Acting. If a quorum is present, a Majority Interest shall be the act of the
Members, unless the note 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 in this
Agreement 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 to consent upon
any such matter and their vote or consent, as the case may be, shall be counted in the determination of
whether the requisite matter was approved by the Members.
7.8 Proxies. At all meetings of Members a Member may vote in person or by proxy executed
in writing by the Member or by a duly authorized attorney -in -fact. The proxy shall be filed with the
Managers of the Company before or at the time of the meeting. No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise provided in the proxy.
179526.1 - 6

7.9 Action by Members Without a Meeting. 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 each Member entitled to vote 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 all Members entitled to vote 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.
7.10 Waiver of Notice. When any notice is required to be given to any Member, a waiver of
the notice in writing signed by the person entitled to the notice, whether before, at or after the time stated
therein, shall be equivalent to the giving of the notice.
ARTICLE S.
Contributions to the Company
and Capital Accounts
Each Member shall contribute cash and property in such amount as is set forth in Exhibit A
attached hereto as its initial Capital Contribution. No Member shall have any further obligation to
contribute capital to the Company except by the affirmative vote of a Majority Interest at a meeting duly
called.
ARTICLE 9.
Allocations, Income Tax, Distributions
Elections and Reports
9.1 Allocation of Profits and Losses. Profits and Losses for each Fiscal Year shall be
allocated among the Members in proportion to their Membership Interest.
9.2 Distribution of Net Available Cash. Except as provided in section 11.2 hereof, Net
Available Cash and other assets of the Company shall be distributed to the Members at such time as the
Managers shall determine to the Members in proportion to their Membership Interest.
9.3 Limitation Upon Distributions. No distribution shall be declared and paid unless, after
distribution is made, the assets of the Company are in excess of all liabilities of the Company, except
liabilities to Members on account of their contributions.
9.4 Interest on and Return of Capital Contributions. No Member shall be entitled to interest
on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically
provided for in this Agreement.
9.5 Loans to Company. Nothing in this Agreement shall prevent any Member from making
secured or unsecured loans to the Company by agreement with the Company.
9.6 Accounting Period. The Company's accounting period shall be the calendar year.
9.7 Returns and Other Elections. The Managers shall cause the preparation and timely filing
of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns
deemed necessary and required in each jurisdiction in which the Company does business. Copies of those
returns, or pertinent information from the returns, shall be furnished to the Members within a reasonable
time after the end of the Company's Fiscal Year. All elections permitted to be made by the Company
179526.1 -7-

under federal or state laws shall be made by the Managers in the Managers' discretion, provided that the
Manager shall make any tax election requested by a Member owning a Majority Interest.
ARTICLE 10.
Additional Members
10.1 Admission to Membership. The consent of all of the existing Members shall be required
to accept a Person as a Member, which shall be effected by the issuance by the Company of Membership
Interests for such consideration as the Members may unanimously determine, or as transferee of a
Member's Membership Interest or any portion thereof, subject to the terms and conditions of this
Agreement.
10.2 Financial Adjustments. No new Members shall be entitled to any retroactive allocation
of losses, income or expense deductions incurred by the Company. The Managers may, at their option, at
any time a Member is admitted, close the Company books (as though the Company's tax year had ended)
or make pro rata allocations of loss, income and expense deductions to a new Member for that portion of
the Company's tax year in which a Member was admitted in accordance with the provisions of Code
§ 706(d) and the Regulations.
ARTICLE 11.
Dissolution and Termination
11.1 Dissolution.
a. The Company shall be dissolved by the written agreement of a Majority Interest.
b. The acts of withdrawal set forth in § 57C-3-02 of the Act shall not constitute an
event of withdrawal of a Member nor cause a dissolution of the Company.
C. If a Member who is an individual dies or a court of competent jurisdiction
adjudges him to be incompetent to manage the Member's person or property, the Member's executor,
administrator, guardian, conservator or other legal representative may exercise all of the Member's rights
for the purpose of settling the Member's estate or administering such Member's property.
11.2 Winding Up. Upon a dissolution of the Company, the Managers or court appointed
trustee if there be no Manager shall take full account of the Company's liabilities and Company property
and the Company property shall be liquidated as promptly as is consistent with obtaining the fair value
thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in
the following order:
a. to the payment and discharge of all of the Company's debts and liabilities
including the establishment of any necessary reserves; and
b. the balance, if any, to the Members in accordance with their Capital Accounts.
11.3 Articles of Dissolution. When all debts, liabilities and obligations have been paid and
discharged or adequate provisions have been made therefor and all of the remaining property and assets
have been distributed to the Members, articles of dissolution shall be executed in duplicate and verified
by the person signing the articles, which articles shall set forth the information required by the Act.
Duplicate originals of the articles of dissolution shall be delivered to the North Carolina Secretary of
State.
179526.1 - 8 -

11.4 Certificate of Dissolution. Upon the issuance of the certificate of dissolution, the
existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate
actions as provided in the Act. The Managers shall have authority to distribute any Company property
discovered after dissolution, convey real estate, and take such other action as may be necessary on behalf
of and in the name of the Company.
11.5 Return of Contribution No nrecourse to Other Members. Except as provided by law or as
expressly provided in this Agreement, upon dissolution, each Member shall look solely to the assets of
the Company for the return of its Capital Contribution. If the Company property remaining after the
payment or discharge of the debts and liabilities of the Company is insufficient to return the case
contribution of one or more Members, the Members shall have no recourse against any other Member.
ARTICLE 12.
Miscellaneous Provisions
12.1 Application of North Carolina Law. This Agreement, and the application of
interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of North
Carolina, and specifically the Act.
12.2 Waiver of Action for Partition. Each Member irrevocably waives during the term of the
Company any right that it may have to maintain any action for partition with respect to the property of the
Company.
12.3 Amendments. This Agreement may not be amended except by the written agreement of a
Majority Interest.
12.4 Execution of Additional Instruments. Each Member hereby agrees to execute such other
and further statements of interest and holdings, designations, powers of attorney and other instruments
necessary to comply with any laws, rules or regulations.
12.5 Construction. Whenever the singular number is used in this Agreement and when
required by the context, the same shall include the plural and vice versa, and the masculine gender shall
include the feminine and neuter genders and vice versa.
12.6 Headings. The headings in the Agreement are for convenience only and are in no way
intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any of its
provisions.
12.7 Waivers. The failure of any party to seek redress for violation of or to insist upon the
strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, that
would have originally constituted a violation, from having the effect of an original violation.
12.8 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement
are cumulative and the use of anyone right or remedy by any party shall not preclude or waive the right
to use any or all other remedies. Said rights and remedies are given in addition to any other rights the
parties may have by law, statute, ordinance or otherwise.
12.9 Severability. If any provision of the Agreement or its application to any person or
circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and
its application shall not be affected and shall be enforceable to the fullest extent permitted by law.
179526.1 -9-

12.10 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and
agreements contained in this Agreement shall be binding upon and inure to the benefit of the parties
hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives,
successors and assigns.
12.11 Creditors. None of the provisions of this Agreement shall be for the benefit of or
enforceable by any creditors of the Company.
12.12 Counterparts; Facsimile Signatures. This Agreement may be executed in one or more
counterparts, each of which, taken together, shall constitute one Agreement. The undersigned further
agree that this Agreement may be transmitted between them by facsimile signatures, and the parties
further intend that faxed signatures constitute original signatures and that a faxed Agreement (whether
one or more counterparts) containing the originals (original or faxed) of all the parties is binding on the
parties.
179526.1 - 10 -

CERTIFICATE
The undersigned hereby agrees acknowledges and certifies that the foregoing Agreement
constitutes the Operating Agreement of VCG Investors, LLC, adopted by the Member of the Company as
of August 5, 2003.
MEMBER:
By:
George C enters, Member and qanager
179526.1

EXHIBIT A
Initial Capital Contributions
to VCG Investors, LLC
Member Initial Capital Contribution Membership Interest
George C. Venters $100.00 100%
179526.1 - 12 _