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HomeMy WebLinkAbout06-06-08IN RE: ESTATE OF ROBERT M. MUMMA, Deceased 1N THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHAN'S COURT DIVISION N0.21-86-398 PRAECIPE TO THE ORPHANS' COURT: n ~o ;-,;;~ ~~ s ~ . f'(J //~~ ~~ Vf `.- ~~ N a Q M ~ .Zy} ~..i 0 a~ Please file on the docket and make the attached expert reports (first and second) of Robert C. May, Esquire, which were previously served on January 31, 2008 pursuant to Judge Oler's Order of October 3, 2007, part of the record. Bert M. Mumma, II Box 58 Bowmansdale, PA 17008 717-612-9720 PROSE _' a ~~ _~ r -_,1 _-1 y =._3 CERTIFICATE OF SERVICE I, Robert M. Mumma, II hereby certify that a copy of the foregoing Praecipe was served on June 6, 2008 by U.S. Mail, first class, postage prepaid, addressed to: George B. Faller, Jr., Esquire No V. Otto, III, Esquire Martson Law Offices 10 East High Street Carlisle, PA 17013 Brady Green, Esquire Morgan, Lewis & Bockius, LLP 1701 Market Street Philadelphia, PA 19103-2921 Ralph Jacobs, Esquire 1515 Market Street -Suite 705 Philadelphia, PA 19102 Linda Mumma Roth PO Box 480 Mechanicsburg, PA 17055 Taylor Andrews, Esquire Court-Appointed Auditor 78 West Pomfret Street Carlisle, PA 17013 DATE: June 6, 2008 BY: ~~ ~ ~'~~~ Robert M. Mumma, II ~ Box 58 Bowmansdale, PA 17008 717-612-9720 PROSE IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA IN RE: ESTATE OF ORPHAN'S COURT DIVI~T ,a z~ ,,' ~ c-~ .::~ :~ N0.21-86-398 - % ~-> ~ /, C7 ~-, =:o "' N _ __ c `~' .: :~ _ } ati S- - , _~; _~ -, xa - _ =~ ~~ o ."~ '- co ROBERT M. hI1U1vIMA, Deceased EXPERT REPORT Pursuant to the Order of October 3, 2007 issued by the Orphan's Court per the Honorable .1. Wesley Oler, Jr., Objector Robert M. Mumma, II was directed to serve expert reports in the above-captioned matter on or before January'31, 2008. Accordingly, attached is Objector's expert report as prepazed by Robert C. May, Esquire of May & May, P. C. dated January 31, 2008. Respectfully submitted, _---- - Robert M. Mumma, II -pro se P.O. BOX S8 Bowmansdale, PA 17008 (717) 612-9720 DATE: O 1 /3112008 Expert Report of Robert C. May Esquire, regarding shares of Pennsylvania Supply Company Table of Contents Page 1. Brief Curriculum Vitae 2 2. Questions Presented 3 3. Chronology of Events 4 4. Technical background re: Pennsylvania corporation law practice for private companies 12 5. Opinions A. Range of Possible Opinions 20 B. Opinions -Summary 21 C. Opinions -Reasoning 22 Exhibits /Documents Examined A. Stock Certificate Distribution List of Pennsylvania Supply Company (83 certificates listed) B. Affidavit of William Boswell with copy of Hi-Spec /Lebanon Rock Shareholder Agreement C. Model Shareholders Agreements published by Pennsylvania Bar Institute D. Model Buy-Sell Agreement published by Lexis-Nexis, Pennsylvania Transaction Guide E. 1961 Pennsy Supply Shareholders Agreement F. Estate of Walter Mumma relative to five (5) Shares of Pennsylvania Supply Company G. Pennsylvania Supply Company Articles of Incorporation, and all Amendments and Filings H. Last Will of Walter Mumma I hereby sign this report for delivery on January 31, 2008. ~, Ro ert C. May, Esquire Page 1 of 29 Expert Report of Robert C. May Esquire, regarding shares of Pennsylvania Supply Company 1. Brief Curriculum Vitae Robert C. May, born in 1964, educated at Pennsylvania State University, B.A. with honors in History, 1986, and (Pennsylvania State University's) Dickinson School of Law, J.D. cum laude, 1992, has practiced business law since 1992, for the law firms of Shumaker Williams, P.C., Camp Hill (June 1992 -September 1997), Morgan Lewis [& Bockius], LLP, Harrisburg (September 1997 -May 1999), and since May 1999, he has been in private practice for himself. Mr. May also was a computer programmer for Morgan Stanley & Co., investment bankers, in New York City from 1986 to 1989. He is currently a shareholder in The Law Firm of May & May, P.C., a two person law firm in Camp Hill. Mr. May's practice area is primarily representing small business owners in a wide variety of industries, regarding business and commercial law, real estate and tax law. He has been involved in approximately 400 new business start-ups over the past eight (8) years in the role of legal and business counseling on how to organize and finance new business enterprises. Prior to establishing his own law practice, he practiced business law for two law firms, having been practicing business law since 1992, and has nearly 16 years experience as a business attorney. In addition to legal expertise in setting up new companies, including drafting and reviewing shareholders agreements, Mr. May has been exposed to hundreds of small business owners and has interviewed them and interacted with them regarding their options and preferences for the transfer of their shareholdings upon the death of a shareholder. Page 2 of 29 Expert Report of Robert C. May Espuire, regarding shares of Pennsylvania Supply Company 2. Questions Presented 1. Whether a Shareholders Agreement or other instrument was in effect at the death of Robert M. Mumma for Pennsylvania Supply Company? 2. Whether a Shareholders Agreement or other instrument would contain a forced sale on death provision applicable to Robert M. Mumma? 3. To what extent a Shareholders Agreement or other instrument would force the sale on death of shares of Robert M. Mumma under a forced sale on death provision? 4. To whom would such a forced sale on death provision in a Shareholders Agreement or other instrument for Pennsylvania Supply Company force the sale of shares of Robert M. Mumma? 5. At what price would a forced sale on death provision of a Shareholders Agreement or other instrument value the shares of Robert M. Mumma? Page 3 of 29 Expert Report of Robert C. May, Esquire, regarding shares of Pennsylvania Supply Company 3. Chronology of Events On July 19, 1921, Pennsylvania Supply Company, Harrisburg, P.A. ("Pennsylvania Supply Company") was incorporated by filing Articles of Incorporation. The By-laws are not available to me. According to the Stock Certificate Distribution List, there were six original shareholders: B.L. Swett, R.L. Winslow, John C. Bowen, Walter M. Mumma, Isabelle H. Mumma, and J.E. Jackson. The Stock Certificate Distribution List differs from the initial subscription information set forth in the Articles of Incorporation, however, I have assumed that the initial shares were issued as reflected in the Stock Certificate Distribution List. The actual stock certificate book and transfer ledger were not available to me, and therefore my assumptions as to stock transfers are made in reliance on the Stock Certificate Distribution List, except as otherwise noted. These six (6) original shareholders received shares on August 27, 1921, as follows: Certificate No. 1 -Swett; 60 Shares Certificate No. 2 -Winslow; 70 Shares Certificate No. 3 -Bowen; 60 Shares Certificate No. 4 -Mumma, Walter; 34 Shares Certificate No. 5 -Mumma, Isabelle; 5 Shares Certificate No. 6 -Jackson; 1 Share After August 27, 1921, through the end of 1924, the corporation issued additional shares to four (4) of the original six (6) shareholders, as follows: Certificate No. 7 -Mumma, Walter; 19 Shares Certificate No. 8 -Swett; 20 Shares Certificate No. 9 -Bowen; 20 Shares Certificate No. 10 -Winslow; 20 Shares Certificate No. 11 -Mumma, Walter; 20 Shares Certificate No. 12 -Swett; 8 Shares Certificate No. 13 -Winslow; 10 Shares Certificate No. 14 -Bowen; 12 Shares Certificate No. 15 -Bowen; 8 Shares Certificate No. 16 -Swett; 12 Shares Certificate No. 18 -Mumma, Walter; 21 Shares In addition, the Jackson Share was transferred to an individual named O.G. Wickenhaus (Certificate No. 17). Page 4 of 29 Expert Report of Robert C. May, Espuire regarding shares of Pennsylvania Supply Company At this point in time (1924), the following original issuances held true: Mr. Swett: 100 Shares Mr. Winslow: 100 Shares Mr. Bowen: 100 Shares Mr. & Mrs. Mumma & Mr. Wickenhaus - 100 Shares The Stock Certificate Distribution List indicates, with the sole exception of the transfer of a single share on December 22, 1923 (from J.E. Jackson to O.G. Wickenhaus), until the death of Walter Mumma, there are no transfers of the original shares or any subsequent transfers which do not fall into one of two categories: 1. Transfers back to the corporation or other existing shareholders; or 2. Transfers to immediate family members of existing shareholders. With respect to the Wickenhaus share, it appears that the original Jackson share was considered part of the Mumma holdings, and the records indicate that on June 1, 1943, Wickenhaus' share was transferred, along with 34 Shares held by Walter Mumma, to Robert M. Mumma, pursuant to Certificate No. 51. The Stock Certificate Distribution List also notes that the Wickenhaus Share was "Inactive." Winslow holdings The Winslow holdings (100 Shares), are accounted for by the Stock Certificate Distribution List. Prior to 1940, Mr. Winslow never transferred any of his original shares except to himself in Certificates Nos. 19 through 27. In 1940, apparently upon Mr. Winslow's death, all of his shares were divided, initially 50 Shares being equally divided among five (5) presumed heirs, and the other 50 Shares being divided between Walter Mumma's son, Robert M. Mumma (30 Shares) and Mr. Bowen (20 Shares). Through a series of transactions over the course of 17 months, all shares initially transferred to presumed heirs were redistributed among Robert M. Mumma, Mr. Bowen and Mr. Swett, with several of the 10-share holdings being divided equally among Robert M. Mumma, Mr. Bowen and Mr. Swett, 3-1/3 Shares to each. Mr. Winslow's original 100 Shares were ultimately owned as follows: Robert M. Mumma, 40 Shares; Mr. Bowen, 30 Shares; and Mr. Swett, 30 Shares. Company records most likely exist as to the valuation per share of the Winslow transfers in 1940-41, as such were clearly coordinated transfers. Minutes and copies of correspondence have not been made available for this report. I was told by Robert M. Mumma, II, that the value per share was significantly lower than fair market value, but that he has been denied the right to inspect the records that would confirm this fact. If the price was in fact significantly lower than Page 5 of 29 Ex ert Re ort o Robert C. ~l~Ia Es uire re ardin shares o Penns lvania Su l Com an fair market value, most likely fixed per an agreement (possibly a shareholders agreement or other instrument) which did not involve an appraisal of fair market value, perhaps containing a stated value, otherwise known as a "Certified Value" (defined below). According to the Stock Certificate Distribution List, as of June 30, 1941, the Share holdings of Pennsylvania Supply Company were as follows: Walter Mumma & Wickenhaus: 81 Shares Robert M. Mumma: 59 Shares Mr. Swett: 130 Shares Mr. Bowen: 130 Shares Swett holdings The Swett holdings (130 Shares), are accounted for by the Stock Certificate Distribution List. Mr. Swett never transferred any of his original shares. From the Stock Certificate Distribution List, it appears that Mr. Swett received 100 Shares as original issue, and received an additiona130 Shares originally owned by Mr. Winslow, through the series of transactions described above. All of Mr. Swett's shares were cancelled on November 8, 1949, and new Certificates Nos. 52 and 53 were issued that same date, with 70 Shares going to Mr. Bowen and 6U Shares going to Robert M. Mumma. It is assumed that these actions were undertaken in connection with the death of Mr. Swett. It appears as though Mr. Swett's holdings were transferred as a result of the death of Mr. Swett, and none of his shares were transferred to the Estate of Mr. Swett or his heirs. According to the Stock Certificate Distribution List, as of November 8, 1949, the share holdings of Pennsylvania Supply Company were as follows: Walter Mumma: 5 Shares Robert M. Mumma: 195 Shares Mr. Bowen: 200 Shares Company records most likely exist as to the valuation per share of the Swett transfers in 1949, as such appear to have been coordinated transfers. As noted above, corporate minutes and copies of correspondence have not been made available for this report. Further, without information as to when and where Mr. Swett's Estate was probated, no estate records could be examined. I was told by Robert M. Mumma, II, that the value per share was again significantly lower than fair market value, but that he has been denied the right to inspect the records that would Page 6 of 29 Expert Report of Robert C. May, Esquire, regarding shares of Pennsylvania Supply Company confirm this fact. If so, such price was most likely fixed per an agreement (possibly a shareholders agreement or other instrument) which did not involve an appraisal of fair market value, perhaps containing a stated value, otherwise known as a "Certified Value" (defined below). Further, I was told, and therefore assume for purposes of this report, that the valuation was consistent with the Winslow valuation. Bowen holdings The Bowen holdings (100 original Shares) are accounted for after taking into consideration the additional holdings that Bowen received upon the death of Mr. Winslow (30 Shares) and of Mr. Swett (70 Shares). Mr. Bowen never transferred any of his shares to any person, apparently dying with a11200 of the Shares he owned (the 100 original Shares plus the 100 Shares he purchased upon the deaths of Mr. Winslow and Mr. Swett). A "Statement of Cancellation" filed with the Pennsylvania Department of State on January 20, 1956, states that the corporation acquired 200 shares by completion of a purchase on December 30, 1955. It is assumed that this purchase by the corporation was done in connection with Mr. Bowen's death. The valuation per share of the Bowen redemption should be recorded in the General Ledger journal entries of the company and/or in the records of Mr. Bowen's Estate. Without information as to where Mr. Bowen's Estate was probated, no estate records could be examined. Further, I was told by Robert M. Mumma, II, and therefore assume for purposes of this report, that the valuation was consistent with the Winslow and Swett valuations. If so, such a valuation was most likely fixed per an agreement (possibly a shareholders agreement or other instrument) which did not involve an appraisal of fair market value, perhaps containing a stated value, otherwise known as a "Certified Value" (defined below). Mumma holdings The Mumma shares depart significantly from the holdings of Winslow, Swett and Bowen. At the outset, Walter Mumma spread his holdings among not only his wife, Isabelle, but also J.E. Jackson and then O.G. Wickenhaus. Beyond the early 1920's, Walter Mumma also made significant transfers to his son, Robert M. Mumma. It appears that the first acquisition by Robert M. Mumma occurred in 1940, shortly after the presumed death of Mr. Winslow, at which time Robert M. Mumma acquired 30 Shares. On each of August 31, 1940, December 10, 1940, and June 30, 1941, Robert M. Mumma obtained 3 1/3 Shares, from the presumed heirs of Mr. Winslow. From 1940 - 1943 Walter Mumma transferred an additiona195 Shares (including the one (1) share of O.G. Wickenhaus) to Robert M. Mumma. Information is incomplete on the distribution of Isabelle's five (5) Shares. According to the Stock Certificate Distribution List, her shares were transferred by Certificate No. 27 to Walter Mumma, and five (5) Shares are found in Walter Mumma's Estate. It is presumed this may have Page 7 of 29 Expert Report of Robert C. May, Espuire, regarding shares of Pennsylvania Supply Company been in connection with the divorce of Isabelle and Walter. Note, however, that it is possible these records are incorrect, as on the 16`" birthday of Robert M. Mumma, II (February 18, 1962), according to Mr. Mumma, Isabelle gifted five (5) Shares to Robert M. Mumma, II, which were to be held by Robert M. Mumma. The implications, if this gift was valid, is that all five (5) of the Shares in the Estate of Walter Mumma were rightfully the property of Robert M. Mumma, II. However, for purposes of this report, I assumed that the Stock Certificate Distribution List is accurate, except when otherwise noted. The Mumma holdings, therefore, do not end with Walter Mumma's death in 1961. According to Estate records, Walter Mumma held only five (5) Shares in the corporation on the date of his death. Also, as shown in the Estate records of Walter Mumma, one (1) of those Shares was immediately transferred to Robert Mumma, II, outright, and the other four (4) of those Shares were transferred in trust, one (1) to each of Robert Mumma, II, and his three sisters, making the beneficial ownership after Walter Mumma's death, as follows: Robert M. Mumma, 195 Shares Robert M. Mumma, II, 2 Shares The three sisters of Robert M. Mumma, II, 3 Shares (one share for each) Robert M. Mumma Because Walter Mumma transferred shares to his son, Robert M. Mumma, while Walter was alive, the corporation came under the control of Robert M. Mumma after the deaths of the other major shareholders, but before Walter Mumma's death. As noted above, it appears that Walter Mumma held only five (5) Shares at death, presumably being those shares originally issued to Isabelle, his former wife. Beginning in 1968, Robert M. Mumma (and his wife) began a process of share transfers which would encompass a total of 21 transactions whereby Robert M. Mumma (and his wife) began gifting to his immediate family members a number of shares in the corporation. The result of these 21 transactions over an approximate 14 year period resulted in shareholdings according to corporation records at Robert M. Mumma's death as follows: three (3) Shares for each of the four (4) children (totaling 12 Shares), with all other issued and outstanding shares owned by Robert M. Mumma. During this same period of time, Robert M. Mumma acquired for himself from the corporation additional shares of the corporation, so that his own holdings grew from 195 Shares to a total of 700 Shares (an additional 505 Shares). Note that pursuant to Articles of Merger filed on October 23, 1964, the authorized shares of the corporation were increased from 500 Shares to 1,500 Shares. Page 8 of 29 Expert Report of Robert C. May, Esquire regarding shares of Pennsylvania Supply Company In other words, in addition to all original issue shares, Robert M. Mumma issued himself an additional 505 Shares, issued Robert M. Mumma, II, an additional one (1) Share, and issued an additional one (1) share (3 Shares total) to each of the sisters of Robert M. Mumma, II. During this time, Robert M. Mumma's wife also obtained from Robert and then transferred to each of Robert M. Mumma, II's three (3) sisters, an additional one (1) Share. Note: Questions exist as to the validity of the issuances of the additional shares over and above the original shares issued prior to Walter's death. Depending upon the terms and conditions of the supposed Shareholders Agreement or other instrument, and depending upon whether adequate consideration was given to the company in exchange for the Shares, it maybe that some or all of these later issuances were invalid by reason of breach of contract, ultra vices corporate action and/or breach of fiduciary duty. However, if all the issuances were valid, the following share holdings appear to have been in existence upon Robert M. Mumma's death, according to the Stock Certificate Distribution List: Robert M. Mumma: 700 Shares Robert M. Mumma II: 3 Shares Lisa Mumma: 3 Shares Linda Mumma: 3 Shares Barbara (Mumma) McClure: 3 Shares The 700 Shares owned by Robert M. Mumma were claimed as property of his Estate upon his death. However, if Robert M. Mumma's shares had been disposed of in the same manner upon his death as in the cases of Messrs. Winslow, Swett or Bowen, the ultimate share percentages would be much different. The Bowen pattern is simply the corporation repurchasing the shares at some value, otherwise known as a redemption. The Winslow or Swett pattern is simply the purchase by the remaining shareholders, known as a cross purchase. The share ownership under these scenarios would be: Following the Winslow/Swett pattern of cross-purchase, assuming pro-rata distribution: Robert M. Mumma II: Lisa Mumma: Linda Mumma: Barbara McClure: 178 Shares 178 Shares 178 Shares 178 Shares Page 9 of 29 Expert Report of Robert C. May Esquire, regardin,~shares of Pennsylvania Supply Company Following the Bowen pattern of redemption: Robert M. Mumma II: 3 Shares Lisa Mumma: 3 Shares Linda Mumma: 3 Shares Barbara McClure: 3 Shares Under either scenario (Winslow/Swett cross purchase or Bowen redemption), the corporation is effectively controlled only upon the agreement of any of three (3) shareholders, making each of the four shareholders equal in terms of voting power. As to economic benefit, the wealth is skewed toward the children and away from the Estate, assuming the purchase price is below fair market value under a shareholders agreement or other instrument. The only other pattern noted in the chronology is that which occurred upon the death of Walter Mumma, in which the sole surviving shareholder, Robert M. Mumma, appears to have allowed the shares to become part of the Estate, apparently by waiving both the corporation's redemption right and his cross purchase right as a shareholder. Other relevant facts to this chronology are that after Robert M. Mumma's death, it is questioned whether the shareholders agreement or other instrument was lost, misplaced or is otherwise unavailable for examination, and that the corporation's records, including its general ledger journal records, meeting minutes and correspondence, were seized and held without possibility of being examined by Robert M. Mumma, II. These documents would be able to shed light upon the assumptions made in the above chronology. All of the following is based upon an assumption that the price per share in the case of transfers of the shares of deceased shareholders was relatively uniform and substantially below market value. The only actual evidence as to share prices paid that I have seen are in the records of the Estate of Walter Mumma, but it has been affirmed to me by Robert Mumma, II, that the assumption is reliable. As shown in the records of the Estate of Walter Mumma, the valuation was $7,012.58 per share. Inquiry is needed into how this particular value was established, especially in comparison to how share values were established in the cases of the deaths of Winslow, Swett, Bowen, and finally, Robert M. Mumma. As discoverable evidence becomes available, and if it shows the invalidity of the additional Shares issued after 1967 for any of the reasons noted above, then in this case, the shareholdings would look as follows: Page 10 of 29 Expert Report o~Robert C. May, Espuire, regarding shares of Pennsylvania Supply Company Following the Winslow(5wett pattern of cross-purchase, assuming pro-rata distribution: Robert M. Mumma II: 76.4 Shares Lisa Mumma: 38.2 Shares Linda Mumma: 38.2 Shares Barbara McClure: 38.2 Shares Following the Bowen pattern of redemption: Robert M. Mumma II: 2 Shares Lisa Mumrna: 1 share Linda Mumma: 1 share Barbara McClure: lshare Finally, if discoverable evidence comes available as to the events recalled by Robert M. Mumma, II, as having occurred on his 16`" birthday, then, if accurate and valid, all five (5) of those Shares would be rightfully the property of Robert M. Mumma, II. Walter Mumma's Will Additional evidence of the existence of a shareholders agreement is contained in Walter Mumma's will, drafted June 18, 1955, after the death of Mr. Bowen, which references shareholders agreements in effect with respect to the companies he had ownership. Because at the time of writing the Will, Pennsylvania Supply Company was the major company of the Mumma's, and because on Walter Mumma and Robert Mumma were the remaining shareholders ;after Mr. Bowen's death, the Will of Walter Mumma is additional circumstantial evidence pointing to the use of shareholders agreements by Walter Mumma, generally, and that it would be expected to exist, specifically, with respect to a company as important as Pennsylvania Supply Company. Page 11 of 29 Expert Report of Robert C. May, Esquire, regarding shares of Pennsylvania Supply Company 4. Technical background re: Pennsylvania corporation law practice for private companies Pennsylvania law requires each Pennsylvania corporation to have at least two "constitutional" documents which govern its existence: (1}Articles of Incorporation and (2) Bylaws. The Articles of Incorporation is the primary document and is a public record which usually lists minimal information such as the name and address of the corporation and the number of shares authorized to be issued. The Bylaws are the secondary document and is not a public record, but rather is kept privately. The Bylaws are typically a formulaic restatement of the corporation statute outlining the "internal affairs" of the corporation. Typical topics for Bylaws include procedures for shareholders meetings, board of directors meetings, and other matters regarding internal affairs. It is extremely common for shareholders of a Pennsylvania corporation with a relatively small number of shareholders (i.e., a "private" company) to supplement these two (2) constitutional documents with additional arrangements, the most common being the "Shareholders Agreement." In fact, most private companies with more than one shazeholder have shareholders agreements. In lieu of a "Shareholders Agreement," it is also common for each shareholder to have an agreement with the corporation, sometimes called a Stock Purchase Agreement or a Contract for Sale on Death, which contains provisions for the corporation or some other person to repurchase shares on death. In contrast, public companies typically have a large number of shareholders where shareholders are free to buy and sell shares on a readily available stock exchange. Unlike the constitutional documents, the Shareholders Agreement (or other instrument) is a contract that is binding upon each shareholder who agrees to the contract as well as the corporation. Shareholders Agreements (or other similar instruments) in Pennsylvania are not required to be publicly filed and are usually kept confidential, with access limited to the corporation's board of directors, officers and shareholders. The primary purpose of a Shareholders Agreement (or other similar instrument) is to restrict and control who can and who cannot be a shareholder of the corporation through what are called "clauses on the restricted transfer of shares." A primary justification for "clauses on the restricted transfer of shares" is the belief that the shareholders of private companies, who are often actively involved in the operations of the corporation, have unique expertise in operating the corporation and in creating value. The most basic "clause on the restricted transfer of shares" is a commitment by each shareholder not to sell, pledge or otherwise encumber their shares except with the prior consent of all other shareholders. This most basic clause is designed to prevent a company with two, three or four original shareholders from having its shares dispersed over tens, hundreds and thousands of people owning shares in the corporation. Under federal regulation, once a corporation reaches a certain number of shareholders and a certain asset size, it must file Page 12 of 29 Expert Report of Robert C. May Espuire, regarding shares of Pennsylvania Supply Company statements with the Securities and Exchange Commission and become a public company. Becoming a public company, as opposed to a private company, is an extremely expensive undertaking and one which every corporation wishes to make deliberatively and not, as it were, by the accidental dispersion of its shares among a diverse group of people. Most transfer restrictions include what are known as "rights of first refusal." A "right of first refusal" normally will allow the corporation the first right to purchase any shares offered for transfer (a "redemption"), with the other shareholders having a second right to purchase any shares not redeemed by the corporation on a pro-rata basis. These rights, of course, can be waived by the corporation and the other shareholders to allow certain transfers (such as gifts) to be accomplished notwithstanding the rights of first refusal. Another basic clause on the restricted transfer of shares are "survivorship arrangement" clauses. Because all shareholders who are natural persons (e.g., human beings) must die, death is a planned event in nearly every professionally prepared shareholders agreement. In Pennsylvania, these clauses are often referred to as "forced sale on death provisions." Forced sale on death provisions require upon the death of any shareholder, that the personal representative of the deceased must sell all of the shares to the corporation, typically at a price specified in the shareholders agreement, such as "book value," "fair market value" or in accordance with some other method for determining a price. The purchase of shares of a shareholder by the corporation is referred to (or defined as) "redemption." This arrangement is therefore referred to as a "redemption on death." If the price is other than "book value" or some other negligible value, life insurance policies often will be issued on the shareholders to ensure that the forced sale on death provisions can be enforced. When the price is set at "book value" or some other negligible value, life insurance policies are usually unnecessary. In addition to redemption on death, forced sale on death provisions often provide for a secondary methodology for forcing the personal representative of the deceased to sell all of the shares, known as a "cross purchase" provision. A "cross purchase" provision allows all of the surviving shareholders (as opposed to the corporation) to purchase from the personal representative all of the shares of the deceased. Normally, cross-purchase provisions are "pro- rata," meaning that each surviving shareholder would purchase his or her share of the deceased's shares so that the proportion of shareholdings among the surviving shareholders is unchanged from the proportion resulting from a redemption. The mechanism of forced sale on death provisions, as between "redemption" and "cross- purchase" are often flexible to allow the corporation and the survivors to choose the most tax efficient method of repurchasing the deceased's shares at the time of death given the specific tax circumstances. In some cases, the "cross purchase" is advantageous to the survivors because of the ability to "step up" basis in the "cross purchased" shares. These tax consequences, however, Page 13 of 29 Expert Report of Robert C. May, Espuire regarding shares of Pennsylvania Supply Company change as the tax laws change, and also change depending upon the specific financial situation of the corporation, the deceased, and the survivors. For this reason, the option to either redeem or cross-purchase is usually found in most forced sale on death provisions. As with rights of first refusal, survivorship clauses can also be waived upon the consent of the corporation and the other shareholders in which case shares can then transfer into the estate of the deceased. Such waivers can be in whole or in part to allow all shares or as few as one (1) share to transfer into the estate depending upon the circumstances. While there are many other types of clauses that can be included in Shareholders Agreements, none of these are relevant to the questions presented in this case. Finally, while the foregoing is an explanation based upon my specific studies and experiences with private, Pennsylvania companies, it is well known throughout the United States that these are universal provisions included in the Shareholders Agreements of private companies. One of the leading authorities on Pennsylvania corporations practice is The Pennsylvania Transaction Guide, republished by Lexis-Nexis, and authored by Joseph N. Bongiovanni, III, Associate Professor, School of Business and Management, Temple University. The current version is Release Number 65, November 2007, and is published by Matthew Bender. The original Guide was first published in 1974 and has been revised 64 times since 1974. The following explanation is found in this well-respected Guide: "Chapter 23 of the Business Corporation Law provides a general prohibition on the transfer of shares of statutory close corporations. Except for limited classes of transactions, transfers are prohibited unless permitted by the articles or bylaws. Therefore, the drafter is generally concerned with defining permitted transactions, rather than prohibited transactions. If no provision is made, Chapter 23 supplies rather comprehensive share transfer restrictions. Close corporations often prefer to restrict the transferability of shares to maintain the existing ownership interests among original shareholders. Share transfer restrictions shield the corporation from intrusion by outsiders who purchase shares or receive them from the estate of a shareholder. It is common to require the corporation or other shareholders to purchase the holder's shares on the occurrence of a certain event, such as the holder's death or disability. This ensures a fair financial return on the shares, for which there is probably no ready market. It also makes it less likely that shares will fall into unfriendly hands. The Business Corporation Law provides that the personal representative of a deceased shareholder has the right to require a statutory close corporation to purchase the decedent's shares. The corporation may delete or modify this right by a minimum vote. Page 14 of 29 Expert Report of Robert C. May, Esquire, regarding shares of Pennsylvania Supply Company If no provision with regard to transfer restrictions is made in the articles or bylaws, there are several types of permitted transfers: (1) transfers to the corporation or to other shareholders of the same class of shares; (2} transfers approved by the shareholders; (3) transfers to, or for the benefit of, immediate family; (4) transfers to the shareholder's executor, administrator, trustee, or receiver; (5) exchanges of stock for stock, such as those that are the result of corporate restructuring or issuance of stock dividends; and (6) pledges of stock as collateral where the shareholder retains voting rights in the shares. All other transfers are prohibited barring action by the corporation or the shareholders. A consent restraint requires a shareholder to obtain consent to the transfer, or approval of a prospective transferee, prior to a transfer of the restricted shares. This type of restraint maybe used to prevent a shift in control. A consent restraint is disadvantageous to a shareholder who desires to leave the corporation. The shareholder must obtain consent from the remaining shareholders or the corporation to transfer the shares. A shareholder who is unable to obtain consent is locked into the corporation. Under a first option and first refusal restriction provision, the shareholder is obligated to offer the restricted shares to the corporation first, or to other shareholders or other specified persons first. The option must be exercised within a reasonable time. Unfortunately, a "reasonable time" is not defined in the statute. If there is no provision for a right of first refusal in the articles or bylaws, the Business Corporation Law automatically provides that shares in a statutory close corporation must be offered to the corporation before consummation of any transfer other than those specifically excepted. Not more than twenty days after the corporation receives the offer, the secretary must call a special meeting of the shareholders. This meeting must be held not more than forty days after the call. Notice of acceptance of the offer must be sent to the shareholder not more than seventy-five days after receipt of the offer. If the terms of the acceptance vary from the terms of the offer, the corporation has fifteen days to resolve the differences. If the corporation and the shareholder conclude a contract, the shareholder has twenty days to deliver the certificates. Otherwise, the shareholder has 120 days to complete the transfer to the third party. The shareholder must transfer all or none of the shares. Because there may be no market for shares of a close corporation, a first offer or first refusal restriction is often combined with a power to dissolve the corporation unless the shareholder's reasonable offer to sell is accepted. A prohibition on the transfer of shares to specific persons or classes of persons may be enforced if the designation is not manifestly unreasonable. Considering that the Business Corporation Law generally prohibits transfers of shares in statutory close Page 15 of 29 Expert Report of Robert C. May, Esquire, regarding shares of Pennsylvania Supply Company corporations, even an absolute prohibition of all inter vivos transfers would probably be permissible as long as the shareholder has an adequate method for cashing in his or her shares to the corporation or another party. A fundamental consideration should be whether an unhappy shareholder has a reasonable opportunity to seek return of investment. If a minority shareholder is to be prevented from having a voice in the management of the corporation, basic fairness would require that he or she be permitted to withdraw his or her financial support. This is consistent with the modern trend toward protection of minority shareholders. To ensure that a shareholder will receive a fair return on investment in a close corporation, it is common to require the corporation or the remaining shareholders to purchase the shares of a deceased, retired, or disabled holder. The retired or disabled shareholder, or the estate of a deceased shareholder, may additionally be obligated to sell the shares to the corporation or the remaining shareholders. Even if the shareholder is given a pension or a similar financial arrangement is made, the corporation may prefer to repurchase the shares to prevent outsiders from acquiring management control. A repurchase restriction or agreement commonly includes a provision for the valuation of the shares for estate tax purposes. If no method for determining the value of the shares is provided and no outside market exists for the shares, a retiring or disabled shareholder or a deceased shareholder's estate maybe compelled to accept less than a fair price for the shares. A valuation method should be fixed when the buy-sell agreement is executed. Book value, par value, and market value are common measures of value. Some close corporations also use a certificate of value. Book is value is frequently used because it is easily determined. An agreement using book value need only specify that the purchase price is the net value of the assets of the business as shown on the corporation's books and records at the time of the shareholder's death. There are two major disadvantages to this formula. Under the best circumstances, book value rarely represents actual value. Furthermore, the net worth shown on the books can vary widely depending on how assets are depreciated, accounts are written off, and liabilities are amortized. Substantial financial items, such as lawsuits, may not appear in the books at all. Appraisal has much to recommend it, although it is the most cumbersome and costly method. Skilled appraisers can be found in any sizable city, and in many other locations. They can make very accurate determinations. Compared to the value of the corporation, or to the cost of litigation, the cost is very low. Page 16 of 29 Expert Report of Robert C. May, Espuire, regarding shares of Pennsylvania Supply Company A certificate of value may be less accurate than an appraisal, but it is probably the best method. It has the great advantage that it is an agreed value. Also, it is determined by persons who are familiar with the corporation, its operation, its finances, and its clients and suppliers. The parties fix the value to be paid for the shares when they enter into the agreement. It is very important to reevaluate the business annually and execute new certificates fixing higher or lower prices. The agreement should provide that if the shareholders do not execute a new certificate of value within a specified period, the value of the business should be fixed by another method at the death, disability, or retirement of a shareholder." The important points to note from the Pennsylvania Transaction Guide in the present case are that the use of shareholder restriction devices are so widespread that Pennsylvania law has actually codified "default" restrictions which do not even require a shareholders agreement in the case of close corporations formed after 1988. These "defaults" represent a starting point in understanding what would typically be set forth in shareholders agreements prior to 1988. The Pennsylvania Transaction Guide provides a model shareholders agreement which provides suggestions and options to implement share transfer restrictions, which is attached as Exhibit D to this report. In this Form, the deceased shareholder's estate is forced to sell all of the deceased shares to the corporation at the greater of book value or life insurance proceeds (if any). If no life insurance was placed for this purpose, the deceased estate would receive book value. It is important to note that since transfers to immediate family are permitted under both this Form and the default provisions of the law, proper estate planning would require a shareholder to reallocate some of his or her shares prior to death under this arrangement, so that an appropriate number of shares would be redeemed on death, and the remainder would continue in the hands of his chosen successors. As discussed above, Mr. Mumma engaged in exactly this sort of reallocation as evidenced by certain share transfers in which he meticulously allocated precise numbers of shares (including the use of one-half shares) to his immediate family members (including his wife), prior to his death. This, of course, raises questions as to how could shares be transferred during the course of the existence of the Pennsylvania Supply Company? One possible answer is consent, namely, the consent of the corporation, which is accomplished through the Board of Directors, and possibly depending upon the shareholders agreement or other instrument, the consent of the other shareholders. Unless the actual shareholders agreement or other instrument is examined, it is difficult to determine if both consents were needed, or only the consent of the Board of Directors. The other source for this information would be meeting minutes, but I have no access to these either. In addition to The Pennsylvania Transaction Guide, another authoritative source on Pennsylvania Shareholders Agreements are the periodically produced forms of Shareholders Page 17 of 29 Expert Report of Robert C. May Esquire, regarding shares of Pennsylvania Supply Company Agreements published by the Pennsylvania Bar Institute. Attached as Exhibit C are the current (2007) forms published by the Pennsylvania Bar Institute (set forth as Form 1, Form 2, and Miscellaneous Provisions). All of these forms were originally produced by the Dilworth Paxson law firm (Philadelphia) in 2002 as part of that law firm's "Document Quality Series." These were then "donated" to the Pennsylvania Bar Institute (which is the educational arm of the Pennsylvania Bar Association and the leading provider of Continuing Legal Education in Pennsylvania). Turning to the Forms themselves, and the treatment of share transfers in preparation of and upon death of a shareholder, Form 1 is remarkably similar to The Pennsylvania Transaction Guide. Form 1 allows transfers among family members, again allowing a shareholder to arrange a precise allocation of shares prior to his or her death. Form 1 also provides for the right of the corporation to purchase for Book Value the shares of a deceased shareholder. The only difference from The Pennsylvania Transaction Guide is that the corporation's right is optional. Arguably, if the corporation has the financing to do so, it would be a breach of fiduciary duty for a Board of Directors to refuse to exercise this option where Book Value is less than Fair Value. In Form 2, a different approach is used, one which is referenced in the commentary to The Pennsylvania Transaction Guide, namely the use of a Certificate of Value, whereby at the outset of the Shareholders Agreement, the price per share on redemption (including but not limited to the event of death) is stated. The Certificate of Value concept provides for the shareholders to periodically update this stated value, thereby certifying from time to time the amount of Share Value. None of the Model Forms cited above and attached as Exhibits C and D hereto contemplate the actual transfer of shares of a deceased shareholder into his or her estate. Further, the purchase price payable to the estate is not Fair Value (which would have the same economic effect for estate tax purposes - namely a wealth transfer as opposed to a wealth and control transfer). In all instances, the intent of the Model Forms is to avoid shares going into the estate of a deceased shareholder, instead having the shares purchased at either book value or some stated certified value named by the shareholders in advance. Significantly, each Form contemplates pre-death transfers to family members which provides for the kind of estate planning and control of percentage of share allocations which Mr. Mumma engaged in prior to his death. Next, if the Model Forms are compared and contrasted against the known Shareholders Agreements for sister corporations drafted by counsel for Pennsylvania Supply Company, namely the 1961 Pennsy Supply Shareholders Agreement (the "1961 Agreement") and the Hi- Spec/Lebanon Rock Shareholders Agreement attached to the William Boswell Affidavit, the pattern holds. Page 18 of 29 Expert Report of Robert C. May, Espuire, regarding shares of Pennsylvania Supply Company The 1961 Agreement did not provide for transfers to immediate family members in general, but rather, provided, in the case of Kimco only, transfers to either Mr. Mumma or his son, Robert M. Mumma, II. This is notable insofar as it evidences a clear intent that the son would be the future beneficiary of estate planning transfers in contemplation of death. Aside from this difference, the 1961 Agreement appears to have no mechanism for any transfers whatsoever of ownership, and provides for Book Value in the event of any transfer. The Hi-Spec/Lebanon Rock Shareholders Agreement was even more circumspect in that no transfers whatsoever were permitted to family members and the Book Value on the event of death was forced and without any conceivable ability for the corporation to neglect the repurchase at Book Value. It would be reasonable to assume, on the basis of the 1961 Agreement, the Boswell Affidavit, the Model Forms, common Pennsylvania corporate practice, and the limited dispersion of the shares of the Pennsylvania Supply Company over a period of many years, that a Shareholders Agreement (or other instrument) existed for Pennsylvania Supply Company which provided both for Mr. Mumma to engage in estate planning transfers as well as rest assured that whatever shares he did not transfer to immediate family members would be repurchased on his death presumably a stated amount or a Certified Value, which relatively small amount of money (in comparison to the fair market value of the shares) would transfer to his Estate. Page 19 of 29 Exert Report of Robert C. May Espuire, reQardinQ shares of Pennsylvania Supply Company 5. Opinions A. Range of Possible Opinions 1. With respect to whether a Shareholders Agreement or other instrument was in effect at the death of Robert M. Mumma for Pennsylvania Supply Company, the range of opinion is limited to "yes" or "no." 2. With respect to whether the Shareholders Agreement or other instrument for Pennsylvania Supply Company contained a forced sale on death provision applicable to Robert M. Mumma, the range of opinion is limited to "yes" or "no." 3. With respect to what extent the Shareholders Agreement or other instrument for Pennsylvania Supply Company forced the sale on death of shares of Robert M. Mumma under the forced sale on death provision, the range of opinion is from "no shares" to "all shares" 4. With respect to whom did the forced sale on death provision in a Shareholders Agreement or other instrument for Pennsylvania Supply Company force the sale of shares of Robert M. Mumma, the range of opinion is limited to "the company itself," "the other shareholders," "a third party or parties," or a combination of those three options. 5. With respect to at what price did the forced sale on death provisions of the Shareholders Agreement for Pennsylvania Supply Company value the shares of Robert M. Mumma, the range of opinion is from "a negligible value" to "fair market value." Page 20 of 29 Exert Report of Robert C. May, Espuire, regarding shares of Pennsylvania Supply Company B. Opinions -Summary 1. A Shareholders Agreement or other instrument was likely in effect for Pennsylvania Supply Company at the death of Robert M. Mumma. 2. The Shareholders Agreement or other instrument likely in effect for Pennsylvania Supply Company at the death of Robert M. Mumma likely contained a "flexible" forced sale provision allowing for optional rights of first refusal by the corporation and the other shareholders, as well as the option of consent to forego such forced sale, either by the Board of Directors alone, or with both the Board of Directors and the Shareholders. 3. The forced sale provision of the Shareholders Agreement or other instrument likely in effect for Pennsylvania Supply Company at the death of Robert M. Mumma likely provided for the option to purchase of all of the shares of Robert M. Mumma. 4. The forced sale on death provision of the Shareholders Agreement or other instrument likely in effect for Pennsylvania Supply Company at the death of Robert M. Mumma likely provided for the first option of Pennsylvania Supply Company to redeem up to all of the shares of Robert M. Mumma and to the extent not fully redeemed, the remaining shares of Robert M. Mumma were permitted to be "cross purchased" by the remaining shareholders of Pennsylvania Supply Company, pro-rata, with the option to allow shares to pass into the Estate of Robert M. Mumma upon a consent of either the Board of Directors or both the Board of Directors and the shareholders. 5. The price at which Robert M. Mumma's shares in Pennsylvania Supply Company could be "redeemed" by Pennsylvania Supply Company or "cross purchased" by the remaining shareholders of Pennsylvania Supply Company was likely a small value in comparison to fair market value, such as a stated value. Page 21 of 29 Expert Report of Robert C. May, Esquire, regarding shares of Pennsylvania Supply Company C. Opinions -reasoning 1. A Shareholders Agreement or other instrument was likely in effect for Pennsylvania Supply Company at the death of Robert M. Mumma. It is not likely that the personal representative of a deceased shareholder would willingly consent to sell the shares of a deceased shareholder back to the corporation for less than fair market value in the absence of a forced sale provision of a Shareholders Agreement or similar instrument. This would apply in the case of the Bowen pattern noted above. Likewise, it is not likely that the heirs or estate of a deceased shareholder would willingly consent to sell the shares of a deceased shareholder to the other, unrelated surviving shareholders for less than fair market value in the absence of a forced sale provision of a Shareholders Agreement or similar instrument. This would apply in the case of the Winslow/Swett pattern noted above. Assuming that the purchase price per share has been a relatively constant figure as I have been told, the main fact that would need to be independently determined is the value of Pennsylvania Supply Company at the time of death of the various shareholders who predeceased Robert M. Mumma while owning shares in Pennsylvania Supply Company. If, as it is assumed, Pennsylvania Supply Company was a valuable enterprise, then it is precisely the forced sale on death provision which governs and explains the actions of the personal representatives of each shareholder who died while holding valuable Pennsylvania Supply Company shares. The documents reviewed, specifically the Pennsylvania Supply Company Stock Certificate Distribution List, together with the documents I would like to review (the actual stock certificate book, the General Ledger Journal entries confirming the price paid for the shares of deceased shareholders by Pennsylvania Supply Company, corporate minutes, consents and correspondence, as well Estate records of deceased shareholders) would allow a more definitive analysis of this issue. It would be inconceivable that each personal representative over a period of varying times would independently negotiate the same price, as fair market value would fluctuate. If in fact such prices were consistent, as I have been told, the only reasonable conclusion is that a Shareholders Agreement existed and was enforced, including a forced sale provision at a predictable price per share other than fair market value, for each and every deceased shareholder up to the death of Walter Mumma. There are two sets of facts that require explanation as to possible contradictions to the Winslow/Swett pattern and/or the Bowen pattern. First, as shown on the Stock Certificate Distribution List, there were a number of "inter-vivos" transfers, all of which are insignificant Page 22 of 29 Expert Report of Robert C. May, Esquire, relardinQ shares of Pennsylvania Supply Company and easily accounted for by a Board consent or a Board and Shareholders consent, because the "block" of shares in all stayed with one of the four "founders" or with Robert M. Mumma. It is difficult to explain why Swett and Bowen consented (either as Board members or as Shareholders) to the intergenerational transfer from father to son. It is especially difficult to understand why they did not also which to exercise similar intergenerational transfers. Without examining the Shareholders Agreement (or other instrument), the corporate minutes, and having a more detailed history of the company, it is difficult to know this answer. However, an assumption can be made that Walter and Robert Mumma had significant leverage, power, talent, connections, or other intangible qualities that made it appear to be in the best interests of Swett and Bowen to permit the transfer and not demand similar treatment for their own next of kin. The second set of facts is the transfer of five (5) Shares from Walter Mumma into the Estate of Walter Mumma. One explanation is that, as the sole remaining Board member and sole remaining Shareholder, Robert Mumma could consent to waive the restraints on transfer and, therefore, not exercise a right of first refusal. The number of shares (5) was not significant, and the passage of the shares to the next generation of Mummas had the advantage of putting in place the beginning of a plan for generational transfer, such as the plan Walter Mumma successfully implemented in 1943 with Robert Mumma. Another explanation is that Robert M. Mumma, II's recollection that the shares were actually owned by Isabelle is accurate, and the shares were therefore erroneously included in the Estate of Walter Mumma. Other facts that strongly evidence the existence of a Shareholders Agreement are the set of 21 separate transactions over a 14 year period whereby Robert M. Mumma (and his wife) transferred Shares of the corporation into the names of his heirs in precise percentages. An issue of waiver of the consent restraint is explained in these instances only by either assuming that the consent restraint required only the approval of the Board of Directors, which was controlled by Robert Mumma, or that if a consent restraint also required Shareholder approval, that the Shareholder approval of the waiver of the consent restraint was only by majority rule, or else, that the consent of the children was assumed (although this would not be a valid assumption of consent under principles of contract law in the case of Robert M. Mumma, II, who owned at least one (1) share in his own name and was of legal age). Probably the most important piece of evidence that indicates the existence of a contractually binding provision which would enable Robert M. Mumma's shares to avoid being placed into his Estate are those transactions in which Robert M. Mumma increased his holdings from 195 Shares to 700 Shares. The obvious motivating factor is that an agreement existed which would allow the Board of Directors, or the remaining Shareholders, to redeem or cross- purchasethe 700 Shares from the Estate, and leave the Estate with a specific amount of cash, pursuant to a specific valuation, not relating to fair market value. Page 23 of 29 Expert Report of Robert C. May, Espuire, regarding shares of Pennsylvania Supply Company This is because there is no known benefit to Robert M. Mumma of owning 700 out of 712 Shares as opposed to 195 out of 207 Shares, except for Estate planning purposes. Likewise, if the redemption or cross-purchase were at fair market value, then the 195 Shares would be valued at almost exactly the same as the 700 Shares. The increase from 195 to 700 Shares only makes sense in anticipation of a redemption or cross-purchase of 700 Shares at some artificial price per share, such as the price per share found in Walter Mumma's Estate. Otherwise, what motivation would Robert M. Mumma have absent an expectation of his remaining shares being sold for a predictable value, and that relatively small amount of value (compared with the large fair market value of the enterprise) going into his estate and thereby not incurring excessive tax on his estate? Without the control passing to the four (4) persons who were gifted precise numbers of shares, as a practical matter, the gifts had no benefit whatsoever as a control device, and the economic benefit to the gift recipients of those 21 transactions is slight when compared to the presumption which Mr. Mumma apparently had that all of his shares would either be redeemed or cross-purchased at a preordained value pursuant to a binding instrument such as a Shareholders Agreement, Stock Purchase Agreement, or Contract for Sale on Death. The difference in outcome is of an enormous magnitude both from a control viewpoint (voting control) as well as a wealth viewpoint (economic benefits) to the four (4) children. The remaining factual issue then becomes whether any evidence exists that the Shareholders Agreement (or other instrument) was terminated before the death of Robert M. Mumma. As a written contract, the termination of the Shareholders Agreement (or other instrument) would most likely require a written termination document. Note: Depending upon the discoverable evidence, as noted above, it is possible that only the original issued shares prior to Walter's death were valid and outstanding at the time of death, namely 195 in the name of Robert M. Mumma, two (2) in the name of Robert M. Mumma, II, and one (1) each in the name of each of the three sisters of Robert M. Mumma, II. Finally, if discoverable evidence comes available as to the events recalled by Robert M. Mumma, II, as having occurred on his 16`h birthday, then, if accurate and valid, all five (5) of those Shares would be rightfully the property of Robert M. Mumma, II, giving him control of Pennsylvania Supply Company under a redemption or cross-purchase scenario. 2. The Shareholders Agreement or other instrument likely in effect for Pennsylvania Supply Company at the death of Robert M. Mumma likely contained a "flexible" forced sale provision allowing for optional rights of first refusal by the corporation and the other shareholders, as well as the option of consent to forego such forced sale, either by the Board of Directors alone, or with both the Board of Directors and the Shareholders. Page 24 of 29 Expert Report of Robert C. May, Esquire, regarding shares of Pennsylvania Supply Company If a Shareholders Agreement or other instrument existed, then it likely existed with the same terms and conditions in effect as of the date of the forced sales on death in the cases of Winslow, Swett and Bowen, unless amended in writing. The prior activity with respect to each other deceased shareholders and their personal representative evidences that these terms and conditions existed. A signed writing would be required to amend the Shareholders Agreement or other instrument. In this particular case, as explained above, Robert M. Mumma's pre-death transfer activities are most telling. As is shown above and on the attached Stock Certificate Distribution List, Mr. Mumma engaged in a precise reallocation of shares to create additional shares owned by himself to be redeemed or cross purchased from his Estate, with exact percentages of ownership by and among his four (4) children. Such reallocation is rational only in the context of an expectation of the elimination of his remaining shares upon his death. Such additional shareholdings for Mr. Mumma, himself, is meaningful only in the context of a forced sale price differing from fair market value pursuant to a written instrument. Otherwise, the carefully created percentages of ownership are meaningless, as are his additional shareholdings. The background given on Pennsylvania law and the Model Forms attached to this report, as well as the actually implemented sample shareholders agreements in the case of the 1961 Agreement and the Boswell Affidavit all support this conclusion. Moreover, under any variety of circumstances, the decision to waive the consent restraints in a Shareholders Agreement or other instrument containing forced sale on death provisions could only be accomplished following Mr. Mumma's death by a vote of three (3) of the four (4) children, and should not have been allowed to be overridden by the decision of the personal representatives. This transfer ofdecision-making authority would be inconsistent with the framework of all forced sale on death provisions. Note: Depending upon the discoverable evidence, as noted above, it is possible that only the original issued shares were valid and outstanding at the time of death, namely 195 in the name of Robert M. Mumma, two (2) in the name of Robert M. Mumma, II, and one (1) each in the name of each of the three sisters of Robert M. Mumma, II. In this scenario, Robert M. Mumma, II and any one (1) other sister have effective control over the company, with 40% of the voting and beneficial interest resting in Robert M. Mumma, II. Finally, if discoverable evidence comes available as to the events recalled by Robert M. Mumma, II, as having occurred on his 16`" birthday, then, if accurate and valid, all five (5) of those Shares would be rightfully the property of Robert M. Mumma, II. giving him control of Pennsylvania Supply Company under a redemption or cross-purchase scenario. Page 25 of 29 Expert Report of Robert C. May Esquire, regardin,~ shares of Pennsylvania Supply Company 3. The forced sale provision of the Shareholders Agreement or other instrument likely in effect for Pennsylvania Supply Company at the death of Robert M. Mumma likely provided for the option to purchase of all of the shares of Robert M. Mumma. For the same reasons stated in 1 and 2 above, the Pennsylvania Supply Company Shareholders Agreement or other instrument likely did not have its terms or conditions altered by a writing and therefore continued identically as provided for the other deceased shareholders. As all other deceased shareholders had all of their shares redeemed or cross purchased, so too would all of the shares of Robert M. Mumma be redeemed or cross purchased under the forced sale on death provision of the Pennsylvania Supply Company Shareholders Agreement or other instrument. The background given on Pennsylvania law and the Model Forms attached to this report, as well as the actually implemented sample shareholders agreements in the case of the 1961 Agreement and the Boswell Affidavit all support this conclusion. Additional weight should be given to the fact that Robert M. Mumma forced the corporation to issue to himself 500 additional Shares on July 14, 1983, an act which had no practical purpose aside from "fine tuning" the amount of money (number of shares times the "forced sale" value) which would pass to his estate upon his death in reference to the forced sale on death provisions he anticipated would be invoked. Mr. Mumma would have been engaged in this activity, having lived through the effects of the deaths of Mr. Winslow, Mr. Swett and Mr. Bowen, as well as having lived through the effects of his father, Walter, having engaged in transferring shares while still alive. Note: Depending upon the discoverable evidence, as noted above, it is possible that only the original issued shares prior to Walter's death were valid and outstanding at the time of death, namely 195 in the name of Robert M. Mumma, two (2) in the name of Robert M. Mumma, II, and one (1) each in the name of each of the three sisters of Robert M. Mumma, II. In this scenario, 195 Shares would be subject to repurchase, representing all of the issued and outstanding shares of the company not owned by the shareholders who owned the other five (5) originally issued shares. Finally, if discoverable evidence comes available as to the events recalled by Robert M. Mumma, II, as having occurred on his 16`" birthday, then, if accurate and valid, all five (5) of those Shares would be rightfully the property of Robert M. Mumma, II, giving him control of Pennsylvania Supply Company under a redemption or cross-purchase scenario. 4. The forced sale on death provision of the Shareholders Agreement or other instrument likely in effect for Pennsylvania Supply Company at the death of Robert M. Mumma likely provided for the first option of Pennsylvania Supply Company to redeem up to all of the shares of Robert M. Mumma and to the extent not fully redeemed, the remaining shares of Page 26 of 29 Ex ert Re ort o Robert C. Ma Es uire re ardin shares o Penns lvania Su l Com an Robert M. Mumma were permitted to be "cross purchased" by the remaining shareholders of Pennsylvania Supply Company, pro-rata, with the option to allow shares to pass into the Estate of Robert M. Mumma upon a consent of either the Board of Directors or both the Board of Directors and the shareholders. As to redemption or cross purchase, for the same reasons in 1 and 2 above, the Pennsylvania Supply Company Shareholders Agreement did not have its terms or conditions altered by a writing and therefore continued identically as provided for the other deceased shareholders. As all other deceased shareholders had all of their shares redeemed or cross purchased, so too would all of the shares of Robert M. Mumma be redeemed or cross purchased under the forced sale on death provision of the Pennsylvania Supply Company Shareholders Agreement. In the specific case of cross-purchase (i.e., the Swett and Winslow pattern described above), it is believed that this common provision would have been included in a Shareholders Agreement or other instrument drafted by the Pennsylvania Supply Company attorneys. In particular, the Affidavit of William Boswell attached a draft of the Hi-Spec /Lebanon Rock Shareholders Agreement which contained such a cross purchase provision. As this was the same law firm that would have drafted the Pennsylvania Supply Company Shareholder Agreement, it is assumed that this provision was used as well in that case. Whether or not the Shareholders Agreement or other instrument had a cross purchase agreement would be irrelevant except in a situation where the Pennsylvania Supply Company Board of Directors refused to exercise the right to redeem the deceased's shares, thereby allowing the other shareholders to purchase the shares. This results in the same proportionate ownership as a redemption, and also, results in the same control of management as in a redemption. As discussed above, there are estate tax planning reasons for preferring across-purchase to a redemption and most shareholders agreements will provide for this flexibility. Other evidence that supports the cross-purchase is the 1961 Agreement of Pennsy Supply, again drafted by the law firm for Pennsylvania Supply Company. As is customary, this Agreement contained the usual cross purchase flexibility recommended for forced sale on death provisions. The reasonable conclusion is that a "back-up" cross-purchase mechanism existed in the Pennsylvania Supply Company Shareholders Agreement as well. The background given on Pennsylvania law and the Model Forms attached to this report, as well as the actually implemented sample shareholders agreements in the case of the 1961 Agreement and the Boswell Affidavit all support this conclusion. These conclusions are also consistent with the actual results Mr. Mumma would have observed after the deaths of Mr. Winslow, Mr. Swett and Mr. Bowen, as well as the effects of Page 27 of 29 Expert Report of Robert C. May, Esquire, regarding shares of Pennsylvania Supply Company Mr. Mumma would have witnessed when his father, Walter, engaged in transferring shares while still alive. An inquiry which needs to be made is who sat on the Board of Directors of Pennsylvania Supply Company at the time of Robert M. Mumma's death, and did the corporate minutes or consents show any discussion as to the transfer of cash from Pennsylvania Supply Company to the Estate in exchange for Shares? If so, at what price? Under what authority could this have been done for less than fair market value but for the existence of a valid and continuing "forced sale provision?" Further, what is the authority to waive the consent restraint? It would appear without further information, that the remaining shareholders would have the control of the Board of Directors, on the basis of three out of the four children (assuming all shares were validly issued). Only by transfer of the shares into the Estate, presumably by failure to acknowledge the existence of a forced sale provision, could the votes of three out of the four children be eliminated (assuming all shares were validly issued). Note: Depending upon the discoverable evidence, as noted above, it is possible that only the original issued shares prior to Walter's death were valid and outstanding at the time of death, namely 195 in the name of Robert M. Mumma, two (2) in the name of Robert M. Mumma, II, and one (1) each in the name of each of the three sisters of Robert M. Mumma, II. In this scenario, Robert M. Mumma, II and any one (1) other sister have effective control over the company, with 40% of the voting and beneficial interest resting in Robert M. Mumma, II. Finally, if discoverable evidence comes available as to the events recalled by Robert M. Mumma, II, as having occurred on his 16"' birthday, then, if accurate and valid, all five (5) of those Shares would be rightfully the property of Robert M. Mumma, II. 5. The price at which Robert M. Mumma's shares in Pennsylvania Supply Company could be "redeemed" by Pennsylvania Supply Company or "cross purchased" by the remaining shareholders of Pennsylvania Supply Company was likely a small value in comparison to fair market value, such as a stated value. For the same reasons in 1 and 2 above, the Pennsylvania Supply Company Shareholders Agreement did not have its terms or conditions altered by a writing and therefore continued identically as provided for the other deceased shareholders. The transactions described in the section entitled "Chronology" are consistent with this valuation. Based upon representations by Robert M. Mumma, II, which should be verifiable as fact, it is assumed all other deceased shareholders had all of their shares redeemed for an artificial stated value, and, so too would all of the shares of Robert M. Mumma be redeemed for this stated value under the forced sale on death provision of the Pennsylvania Supply Company Shareholders Agreement or other instrument. Page 28 of 29 Expert Report of Robert C. May, Esquire, regarding shares of Pennsylvania Supply Company There are valid reasons for having a stated value per share. In cases where the deceased shareholder is wealthy, the amount of estate tax can be transferred into the estate to pay the estate tax and to provide for the deceased spouse, without transferring all of the wealth of the corporation to the Estate or forcing the sale of the corporation to realize and pay to the Estate the fair market value of the corporation. The background given on Pennsylvania law and the Model Forms attached to this report, as well as the actually implemented sample shareholders agreements in the case of the 1961 Agreement and the Boswell Affidavit all support this conclusion. The price per share in effect upon the death of the other three (3) Pennsylvania Supply Company shareholders who died while holding shares (Winslow, Swett and Bowen) should be discoverable as evidence of the stated value I expect to find as the price per share used in a forced sale on death situation. Absent a writing to the contrary amending or terminating this arrangement, the provision would be expected to remain in effect upon the death of Robert M. Mumma. Again, the most convincing piece of evidence is the issuance to Robert M. Mumma in 1983, shortly before his death, of an additional 500 Shares, which only makes sense if the price per share to be redeemed or cross-purchased is at an artificial stated value, as opposed to fair market value. The fair market value of 98% of the Shares (195 Shares) would be nearly identical to the fair market value of 99% of the Shares (700 Shares). However, the gross amount payable for the shares at a stated value per share would be significantly greater for 700 Shares than for 195 Shares. This larger amount could be used to pay estate taxes as well as provide for Robert M. Mumma's spouse, among other uses in the Estate. Note: Depending upon the discoverable evidence, as noted above, it is possible that only the original issued shares prior to Walter's death were valid and outstanding at the time of death, namely 195 in the name of Robert M. Mumma, two (2) in the name of Robert M. Mumma, II, and one (1) each in the name of each of the three sisters of Robert M. Mumma, II. In this scenario, the amount paid for the 195 Shares would be significantly less than the amount paid for 700 Shares on a stated value basis. Finally, if discoverable evidence comes available as to the events recalled by Robert M. Mumma, II, as having occurred on his 16`" birthday, then, if accurate and valid, all five (5) of those Shares would be rightfully the property of Robert M. Mumma, II, giving him control of Pennsylvania Supply Company under a redemption or cross-purchase scenario. Page 29 of 29 ~_ i F ~, { EXHIBIT A PEVNSYI,~,',.NIA SUPPLY COMPANY - Stock Certi`icate Dist:ibut?on July 24, 1985 Ceti{icate #1--60 12--70 Ik3--60 #4--34 #5-- 5 #6-- 1 No. stirs. stirs. stirs. stirs. shzs. stir. Owner Date Accuired B.L.•Swett 8/27/21 R.L. Winslow 8127/21 3ahn C. Bowen 8/27/2!• Walter M. Mumma B/27/21 Isabelle H. Mummn 8/27(21 J.E. Jackson 6/27/21 Date Disoosed Cancelled-1118/49 Cancelled-11/1/35 Cert. in stock book Cancelled-ol'_/43 Txans_er_ed-#27 T=ans~e=red-#I7 #;--?9 stirs. Walter M. I4umma 9!3/21 T: ans:er_ed-#40,#-34 #8--?0 shzs. B.L. Swett 10/28/21 Cancelled-lI/8/4? #9--20 5i1rS. John C•. BOweri 10/2fl/21 Ce_" ;..^. S~OC?c bock #10--20 sh.s. R.L. W?aslow 1t10/?'- Tr3.^.s=e::ea-#34 #1.--20 shzs. Walter M. Mumma 3/11/22 Transder_ec-#49 ~'_2-- fl stirs. B.L. Swett 4!20/22 Cancel'-ed-?1!8/49 #.3--?0 s:. s. R.L. Winslow 4/27!22 Trans`ezzeC-#34 #.4--12 stirs. John C. Bowe.^. 5!10/22 Cert. in stock book X15- - fl stirs. John C. Bowen 5/25/22 Cer~. is stock book X16-- shzs. B.L. Swett 12/23/24 Cancelled -11!8!49 #17-- 1 sh=. C.G. Wic!cenhaus 12!22/23 T=ans~er:ed-6/1/43 Inact=ve-See#6' #18--Z'_ stirs. Walter :'I. Mumma 1/21%24 T=3r.s'er.ed-#48 1119--'_0 stirs. R.L. Winslow 11/!/35 Canca ;led-1/10/;4 #20--10 shzs. A.:,, Winslow 1111%3s Cancelled-1/10/40 #21--10 shzs. R.L. Winslow 11!1!35 Cancelled-1/20!40. 1122--10 stirs. R.L. Winslow 11!1/35 Cancelled-1/:0140 I<23--.0 shzs. A.L. Winslow 11!1!35 T=ans_er_ed-t35 ' #Z4--10 shzs. R.L. Winslow 11/1/:5 :'=ans~e=rec-t35 #25-- 5 stirs. R.L. ~1?nslow 11/:/35 T_ ans:e_zed-432 BOSWELL DEPOSITION p,~,S'i,'p 04138 EXHIBIT 28 PENNSYLVANIA SUPPLY COMPANY-Stock Certificate Distribution July 24, 1985 Page 2 Certi~icate No. Owner Date Accuired Date Disposed #26-- 5 shrs. R.L. Winslow 11/1/35 Transferred-#33 #27-- 5 shrs.• Walter M. Mumma 7/7/36 ~ Not Transferred See #50 #28--10 shrs. H.O. Winslow 1/10/40 Transferred #45, #46 and #47 #29--IO shrs. Minnie Winslow Barton 1/10/40 TransFe::ed-#4. , #42 and #43 #30--10 shrs. LaRue Winslow • Reilly 1/10/40 T=arsfer=ed-#36 #31--10 shrs. Bessie Winslow Decker 1/10/40 Transferred-#36 #32-- 5 shrs. A.C. W:aslow 1/IO/40 T=ans.e..ed-#3',#38 #33-- 5 sh.s. A.C. Wi^.s low 1/10/40 Trans:er=ed-#38,#39 #34--30 sh.s. Rober M. Mi:-nma 6/26/40 Ce=t. is not in boox #35--20 shrs. ~ John C. Bowen 6/26/40 Cert. in stock book • #36--20 shrs. B.L. Swett 6/26/40 Cancelled-11/8/49 #37--3 1/3 shrs. Rober. M. Mumma 8/31/40 Cert. not in book #38--3 1/3 shrs. John C. Bowen 8/31/40 Cert. in stock book #39--3 1/3 shrs. B. L. Swett 8/31/40 Cancelled 11/8/49 #40--10 shrs. Robert M. Mumma 11/2/40 Cer=. nct in book #41--3 1/3 shrs. Robert :~. Mumma 12/IO/40 Cert. not in book #42--3 1/3 shrs. John C. Bowen 12/10/40 Cer=. in stock book #43--3 1/3 shrs. B.L. Swett 12/10/40 Cancelled 11/8/49 #44-- 9 shrs. Robert M. Mumma 11/2/40 Cancelled 2/18/68 See #59, #60 Cert. in stock book #4~5--3 1/3 shrs. John C. Bowen 6/30/41 Cert. in stock book #46--3 1/3 shrs. B.L. Swett 6/30/41 Cancelled II/8/49 P.aSL'P 00139 ~ PENNSYL'JANZa SIIPPLY COMPANY - Stock Cer~ificate Distribution July 24,.1985 ' Page 3 . Certi`_cate No. _.__ Owner _ Date Acquired Date Disoosed #47--3 1/3 shrs. Robert M. Mumma 6/30/41 Cert. not in book #48--21 shrs. Robert M. Mumma 10/29/41 Cert. not in book #49--20 shrs. Robert M. Muam~a 11/2!42 Cert. not in book #50--40 shrs. Aober= M. Mumma 6./1/43 Cancelled 6/~i43 . T #51--35 shrs. Robert M. Monona 6/7/43 r; v~'`/'^' Cer=. not in book #52--70 shrs. John C. Bowen 11!8/49 Ce:t. in book #53--60 shrs. Robes. M. Monona 1'_/8/39 Ce=t. not is boc:c #Sa-- ? s:~r. R.M. Mumma, Si 5/1!6' Cert_ not i:~ boo;c t5~-- 1 shy . DDBZT Co. and RM."S Trustees-, for R""_M,II Sil/67 Ce=~, in book #56-- 1 shr. DDBZT Co. and R~.M Trustees, for Lisa 5/1/6' Ce=_. not is bock M . Mu~~un a #5%-- '_ sh.. DDS6_ Cc. and R'y1M Tzus~ee, for Linda M. MnnIInz 5/1167 Ce_t. in book # : 8 -- 1 s'~= . DD9 ~'2 Co . and R*"M T: sstees , for BI~.M 5 / 1/ 67 ~ Ce_t, in book X59-- 8 sh.s. Robe:: M. Kuruna 2/18/68 Cance lled See X 63-i71 #60-- 1 shr. Rober~ M. Mumna,T_= 2/19/68 Ce:t. not in book 46'_-- 1 shr. Robert M. Mumma;3I 4/17/71 Cert. not in bock #62-- 1 shr. Barbara M. McClure 7/23174 Cert, not in book #63--? / 2 shr. Li:1da M. ROL:1 12/25/ 74 Cert. not in booS~ #64--1/2 shr. Ba=barn M. McClure 12/25/74 Cert. not in boo} #65--1/2 shr. Lisa ~S. Munrtna - ~ - 12/25!74 Cert. not is boo} #66--1/2 shr. Barbara McE. Mina 12/ZS/74 Cert. is in boo} 167--? / 2 sh_ . Linda :~. Roth 1/3/75 Cert_ not in boo! #68--'_/2 shr. Barbara M. McClure 1/3/75 Cert. not in bvoi . PASL~P 001.10 ;% PENNSYLVANIA SIIPPLY COMPANY - Stock Certificate Distribution July 24, 1985 Page 4 . Certificate No. Owner Date Acctsired Date Disvosed #59--1/2 shr. Lisa M. Mumma 1 /3175 Cert. not in book #70--112 shr. Barbara McR. Mumma 1!3/85 Cert. in book #71--4 shrs. Robert M. Muncaa 1/3/75 Cancelled-See #72- . #76 #72--1/2 shr: Linda M. Roth I/2/76 Cert. not in book #73--1/2 shr. Barbara M. McClure 1/2/76 Cert. not is book #74--I/2 shr. Lisa Mann Mumma 1/2/7.6 Cert, not in book X75--1/2 shr. Ba=tiara MR. Mumma 112/76 Cert. in book #76--2 shrs. Aobert M. Mumma• 1/2!76 Cert, not.:a bcok #7i=-1/2 shr. Barbara M.,McC'_ure 9/15/77 Ce=r. nct iz book #78--1/2 shr. Linda M. Roth 9/15/77 Cert. nct in book #i9--1/2 shr. Lisa M. Mumma 9/15;77 Cert. nat iz book #80--1 s :~r. Linda M. Aoth 11/20/75 Cert. not is bock #81--i2 shrs. .Robert M. Mumma 7!1/79 Cert. not in book ii82--500 sh.s. Robe_t M. Mumma 7/14;83 Cer=. nct in book .~ $~ -' 1 ~~• Lisa F~{..Nar~an 8~~- ja.s' PASLTP u01 a i Pennsylvania Suggly Compaa•Stock Certificates issued to 8obert M. 24x~a Certlficate No. No. of Shales Dace A=quired i34 30 sha 06/26/40 f37 3 ll3 ahs 08/31!40 440 10 ahs 11/02/60 ¢4I 3 1/3 shs 12/10!40 f47 3 1/3 shs 06/30/41 ¢48 21 shs 10!29/41 ¢49 _. 20 shs 11/02/42 951 35 shs 06/07/43 ¢53 60 shs 11/08/49 ~, ~ ¢76 2 shs O1/b2/lb ¢g 1 12 shs 07 /0.1179 ¢82 S00 shs 07!14/83 700 shs PASLJp fl014Z ~_ E ~.__ EXHIBIT B COMMONWEALTH OF PENNSYLVANIA ss: COUNTY OF DAUPHIN AFFIDAVIT OF WILLIAM D. BOSWELL I, WILLIAM D. BOSWELL, being duly sworn according to law, depose and say as follows: 1. For many years I was the attorney and counsellor for Robert M. Mumma (RMM). In late 1985, RMM and his son, Robert M. Mumma, II ("RMMII"), formed two corporations, High-Spec, Inc. ("High-Spec"), and Lebanon Rock, Inc. ("LRI"). Both of these corporations were formed as 50-50 corporations, that is, RMM and RMMII each owned 50~ of the stock of each. 2. The primary asset of LRI was a quarry containing both high calcium limestone and dolomite. The intent of RMM, as expressed to me, in purchasing this quarry in a 50-50 relation- ship with his son, was to give RMMII an opportunity to get into the .raw materials business. RMM had previously had some hesita- tion_in having RMMII purchase a quarry in the area in which Pennsy Supply, Inc. "(Pennsy Supply") did business because he did not want RMMII competing directly with the °family business. However, he believed that the Lebanon Rock quarry was geographi- cally removed from the primary areas of operation of Pennsy Supply so that such competition would not be a problem. Although Elco Concrete Products, Inc. ("Elco"), a subsidiary of Pennsy Supply, was located adjacent to the Lebanon Rock quarry, RMM was, during this same period of time, seriously discussing the sale of Elco to his son. It was thus contemplated that RMMII would utilize the quarry assets, in part, in connection with Elco's business. 3. In connection with the incorporation of High-Spec, with equal ownership between RMM and Ri~1M,II , and later the incorpora- tion of LRI with the. same ownership pattern, I discussed with RMM the advisability of entering into shareholder agreements which would provide that in the event of the death of either share- holder or the desire by either shareholder to sell his shares, the other shareholder would have the first right to buy-out that shareholder's interest at the corporation's book value. On several occasions over a period of time I discussed this matter with RD+II~! as a general concept, with emphasis upon the need to protect the remaining shareholder and give that shareholder the opportunity to continue on with the business without impediment. t With regard to both High-Spec and LRI, RMM specifically agreed with me that it would be advisable for both RNIlKII and himself to have this protection. 4. At the time of the discussion referred to in the immedi- ately preceding paragraph concerning LRI, I had already drafted such a shareholder agreement for High-Spec for RMM to review and -2- consider. As a result of my long and close relationship with RMt~i, I knew that after we had discussed the need to a particular agreement, I should go forward and prepare such a document concerning LRI for his consideration and ultimate execution. Therefore, I marked-up a copy of the previously prepared High- Spec sharehalder agreement to make it applicable to LRI for RNII~!'s review. As the concept was the same and only the names were changed, I lined-out the words "High-Spec, Inc." and interlined the words "Lebanon Rock, Inc." It is my best recollection that I either sent or hand-delivered to RNa'I a copy of the marked-up High-Spec agreement as changed by me, a copy of which is attached hereto, for his consideration. After his consideration and approval, a formal typed draft would then be prepared by me for execution by both RMM and RMMII. Unfortunately, RMM died before he had an opportunity to conclude the agreement, which had been discussed with me. 5. Subsequent to RMM's~death, in a review of my files, I found the attached document, which is the marked-up copy of the High-Spec shareholder agreement that .was, to my best recollec- tion, either mailed or personally hand-delivered by me to RMM for his review. William D. Boswell Sworn to and subscribed before me this (~ ~i day of cember, 9 Notary Public My Commission Expires : /~~ 3/~l' ~ _3_ ~~o7a~,AL ~.__~ St,R,~; i ~ ~,==Lt3Y. L /a4; ~P. n ,M . SHARE RESTRICTIVE AGREEMENT ~E6~wo~~ ,Pct~c /uc. ~vvm i.t.~ ~ ~ ARTICLES OF AGREEMENT, made and entered nto this day of 1985, by and between each of th following fit- ,rEQ.o~c• Rat~cg~, INC., a corporation of the State of with an office and place of business in the City of Harrisburg, County of Dauphin, Pennsylvania, hereinafter referred to as the "Corporation", and ROBERT M. MIJMMA and ROBERT M. MVI~A4A, II, individually being all of the shareholders of ~c=~,.~,c,~ hereinafter collectively referred to as the "Shareholders". , WITNESSETH: WHEREAS, in order to better assure continuation of competent management of .the Corporation, the parties hereto desire by this agreement to accomplish this purpose by restricting the disposi- tion of the Corporation's shares of stock. NOW, THEREFORE „ with the intent to be legally bound hereby, the parties hereto being the Corporation and the Shareholders agree as fellows: 1. ALL SHARES AFFECTED. That each and every share of this Corporation heretofore issued or which may be hereafter issued is and shall be held, owned and. transferred subject to all the terms, conditions, covenants, rights and privileges herein con- tained. 2. TO WHOM SHARES MAY BE TRANSFERRED. All shares heretofore issued or which may be hereafter issued may be transferred by or through a Shareholder only under the provisions and subject to the conditions of this Agreement. 3. ORDER IN WHICH SHARES MUST BE OFFERED FOR TRANSFER. a. Corporation. In the event that a Shareholder shall desire to transfer all or any of his shares in the Corporation, such Shareholder sha12 first offer said shares for sale in writ- ing by registered or certified mail to the Corporation at : price determined as hereinafter provided. The Corporation shall have the privilege within thirty t30) days from the date of the mail- ing o! said offer to it by said Shareholder to purchase all or any portion of the shares so offered. Acceptance by the Corpora- tion shall be signified in writing sent by registered or certi- fied mail to the offeror, which acceptance shall be accompanied by the down payment as is hereinafter provided in this Agreement. b. Shareholders. If the Corporation fails within the thirty t30) day period to signify its desire to purchase all or any of the shares so offered, the shares not purchased by the Corporation shall thsn be offersd by said Shareholder in writing PLAINTIFF' t ExH~dtt i sent by tegistered oz certified mail to the other Shareholder or Shareholders then of record, individually and severally and not jointly and prorated in accordance with their then existing share holdings if there be more than one Shareholder rsceivinq the said offer. Tha price of the shares so offered shall be determined as provided hereinafter in this Agreement. Upon receipt of said registered or certified notice, the Shareholder shall within thirty (301 days thereafter purchase from the Shareholder so offering his shares the proportionate number of shares to which he is entitled and shall make payment thereof to the Shareholder as provided in Section Stb) of this Agreement. The parties hereto agree that the requirements of this paragsaph az• mandatory upon the Shareholder and an offer to the Shareholder under this paragraph shall be as to each of said Shareholders a legal and binding obligation. c. Right to Sell when Others bail to Purchase. As the sale to the other Shareholder or Shareholders is mandatory, there shall exist in each Shareholder no right to sell to any other than the Corporation or the Shareholder or Shareholders in accor- dance with the terms of this Agreement. d. Fractional Shares. 2f prorating results in fractional shares, the shares shall not be offered as fractional shares but shall be offered as whole shares mor• equitably to the Shareholders in accordance with the number of shares held by them. e. Time in Which to Make Consecutive Offers. Whenever a further offer to sell must be made in accordance with the pro- visions of this Article, such offer must be made within twenty (20) days after the expiration of the time of acceptance of the preceding offer to sell. Upon a breach of this condition, the offeror shall be deemed conclusively to have abandoned his desire to sell such shares and if he continues in his desire to sell such shares, he shall be required to start anew to offer said shares to the Corporation, and to the other Shareholders in the same order and by the same method and intervals of time as here- inabovs provided, and at a price determined in the manner herein- after set forth. 4. TRANSFER OF SHARES UPON DEATH OF SHAREHOLDER. In the event of the death of any Shateholder, it is agreed that all of the shares of the Corporation held by such decedent at the time of his death shall bs sold in the same manner as provided in Sec- tion 3 of this Agreement in that the personal representative of the decedent shall first offer, within sixty t60f days after his qualification as such personal representative, the shares owned by the decedent to the Corporation and if the Corporation does not purchase such shares as provided in Section 3 of this Agree- ment, then the personal representative shall thereupon offer such shares pro rata to the other Shareholder or Shareholders of this Corporation who hereby agrse individually to purchase such shares in the manner as provided 1n paragraph 3 hereof. -2- In the event the offer is not made within said sixty (60) day period as herein provided, it shall be deemed ipso facto to be made at the end of said sixty t60) day period and if, within thirty (30) days thereafter, the Corporation does not request delivesy of the shares to it for purchase, the Share- holders shall enforce delivery of such shares of the deceased Shareholder pro rata to them, upon compliance of the Shareholders of the terms and conditions of this 1lgreement. 5. METHOD OF DETERMINING PRICE 11ND P1IYMENT. a. Purchase Price. The price of the shares offered for sale in compliance with I-rticle 3 and 1lrticle 4 of this 1-greement shall be at the actual book value, as of the end of the month immediately preceding the making of the first offer by the Share- holder under J-rticle 3 of this kgraement or the date of the de- cease of the Sh:reholder as such book value shall be determined by the then certified public accountants of the Corporation. No allowance will be made or given for good will or any other intan- gible values. The book valuation as determined shall be final and conclusive and not subject to appeal. b. Method of Payment. Ths payment for the stock pur- chased under either 11rt1cle 3 or Jlrticle ~ of this 1lgreament shall bs twenty-five t25~) percent with the acceptance of the offer and the purchaser shall secure seventy-five t75t) percent of the sales price by a negotiable collateral note payable in three t3) equal annual installments, with the right of the purchaser to anticipate any and all payments both as to time and amount .without penalty or premium. Said note shall bear interest at the rate of ten (101) percent per annum and shall be secured by all of the stock purchased. 11s payments are made, a proportionate amount of the shares shall be released to the pur- chaser. Said note shall provide that upon the failure to pay any installment of the principal or interest at maturity, after sixty (60) days written notice thereof sent by registered or certified mail to the purchaser, and :aid default shall not be cured within said sixty (60) day period, the holder of said note shall have the right to declare the whole of the unpaid principal and inter- est immediately due and payable and proceed against the said stock held as collateral by selling it to the Corporation and the other Shareholders in the same order and by the same method and intervals of time as herefnabove provided and at a price deter- mined by the same method as hereinbefore provided in this article. The purchaser in default shall be liable for any amount of the unpaid balance of the principal and interest not realized by the subsequent salts, but should there be an excess, the same shall be paid to the py~zchaser. e. Rights of a Purchaser. During the time the seller retains the stock as security and immediately upon the payment of the first twenty-five t25t) percent, the purchaser shall be enti- tled to vote all of the stock purchased, receive all dividends j3- L_ ~ _. ~_ l f_ ~_ EXHIBIT C r- ff l_ 1 ~_ SHAREHOLDERS AGREEMENT by and among Corporation and Each of the Shareholders of Corporation (as listed on the signature pages hereto) Dated as of _, 200_ TABLE OF CONTENTS I. SCOPE OF AGREEMENT ............................................................................................................. 5 A. Restriction on Shares .......................................................................................................... 5 B. Agreement Binding on All Persons Interested in Shares .................................................... 5 C. After-Acquired or After-Issued Shares ............................................................................... 5 II. DEFINITIONS .................................................................................................................................5 III. AGREEMENTS RELATING TO MANAGEMENT ...................................................................... 8 A. Voting Agreement as to Election of Directors ................................................................... . 8 B. Expenses of Directors ........................................................................................................ . 9 C. Corporation Direction ........................................................................................................ . 9 D. Transactions with Affiliates ............................................................................................... . 9 E. Board Approval .................................................................................................................. . 9 F. Duty of Directors of Corporation ........................................................................................ 9 G. Deadlock ....................................................:........................................................................9 H. Approval of Major Actions ............................................................................................... 10 IV. REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS .............................. 11 A. Execution and Enforceability ............................................................................................ 11 B. No Consent ....................................................................................................................... 11 C. No Conflict ....................................................................................................................... 11 D._ Investment Purpose ........................................................................................................... 11 V. RESTRICTIONS ON TRANSFER OF STOCK ...........................................................................12 A. Generally ......:....................................................................................................................12 B. S-Corporation Status ......................................................................................................... 12 C. Transfers to Related Parties .............................................................................................. 12 - D Transfers to Unrelated Parties; Right of First Refusal ...................................................... 12 u. .._ .___. . E Transfers to Unrelated Parties -Tag Along Rights ........................................................... 14 VI. SALE OF THE CORPORATION -DRAG ALONG RIGHTS .................................................... 15 A. Aggregate Gross Consideration ........................................................................................ 15 B. Shareholders Consideration .............................................................................................. 16 C. Election by Shareholders .................................................................................................. 16 D. Sale of Stock ..................................................................................................................... 16 VII. BUY-OUT ..........................:..........................................................................................................16 .................................................................... A. Trigger Events ............................................... B. Purchase Price ................................................................................................................... 16 C. Closing ..............................................................................................................................16 VIII. PREEMPTIVE RIGHTS ............................................................................................................... 17 A. General ..............................................................................................................................17 B. Grant of Preemptive Right ................................................................................................ 17 3 C. Offer After Sale to Third Parties ....................................................................................... 17 D. Expiration of Preemptive Rights ....................................................................................... 18 IX. ENDORSEMENT ON, AND ATTACHMENT TO SHARES ..................................................... 18 X. TAX RETURNS ............................................................................................................................ 18 XI. DIVIDEND DISTRIBUTIONS TO PAY TAXES ........................................................................ 18 A. Date of Payment ................................................................................................................ 19 B. Amount of Payment .......................................................................................................... 19 XII. AUDIT ADNSTMENT ................................................................................................................ 20 XIII. CONSENT TO ELECTION UNDER IRC § 1377 ......................................................................... 20 XIV. TAX MATTERS SHAREHOLDER ............................................................................................. 21 A. Duties ................................................................................................................................21 B. Designation of Tax Matters Shareholder .......................................................................... 21 XV. OTHER PROVISIONS .................................................................................................................. 21 A. Transfer in Violation of this Agreement Void .................................................................. 21 B. Notices ..............................................................................................................................21 C. Severability; Construction ................................................................................................ 21 D. Law Governing ................................................................................................................. 21 E. Integration; Modification .................................................................................................. 22 F. Counterparts ......................................................................................................................22 G. Headings ...........................................................................................................................22 H. Incorporation of Exhibits and Schedules .......:.................................................................. 22 I. Term of Agreement ........................................................................................................... 22 4 5HAREHOLDERSAGREEMENT This agreement made the day of , 20_, by and among (the "Corporation"), a Pennsylvania corporation, and _, and (collectively, the "Shareholders"). WHEREAS, the Corporation is engaged in the business of WHEREAS, the Corporation has elected to be taxed as an S corporation for Federal and Pennsylvania income tax purposes; WHEREAS, all the parties hereto consider it desirable to provide for such restrictions on the transfer of the stock of the Corporation as are necessary to preserve the Corporation's S election and for such other agreements among the Shareholders as will ensure the harmonious and successful management and control of the Corporation. NOW THEREFORE, in consideration of the mutual promises and undertakings of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: I. Scope of Agreement. A. Restriction on Shares. No Shares (as hereinafter defined) may be transferred except under the terms of this Agreement. B. Agreement Binding on All Persons Interested in Shares. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and assigns, and any Person who now or hereafter acquires any legal or equitable interest in any of the Shares. No issuance or transfer of the Shares shall be effective and the Corporation shall not enter any issue or transfer of the Shares upon the stock books of the Corporation or issue any stock certificate in the name of any Person until such Person becomes a party to this Agreement. C. After-Acquired or After-Issued Shares. The provisions of this Agreement shall apply not only to Shares owned by Shareholders at the time of execution of this Agreement, but also to any Shares acquired by any Shareholder subsequent to such execution, whether now or hereafter issued. II. Definitions. "Affiliate": With respect to any Person, any other Person which controls, is controlled by or is under common control with such first Person, and "control" means, with respect to any entity, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise. 5 "Beneficiary": The current income beneficiary of a QSST (as defined below). "Board of Directors": The Board of Directors of the Corporation. "Code": The Internal Revenue Code of 1986, as it may be amended from time to time, or any future Federal tax code. "Director": Member of the Board of Directors. "EBIT": For any period, an amount equal to Net Income for such period plus the following, to the extent deducted in computing such Net Income: (i) Interest Charges, (ii) Taxes on income imposed by any governmental authority including but not limited to federal, state, local or foreign country authorities or political subdivisions thereof, and (iii) all extraordinary items. "Famil~up": (i) an individual's spouse (but not a former spouse) and descendants (whether natural or adopted), (ii) any trust solely for the benefit of such individual and/or any of such individual's spouse and/or descendants and (iii) a family investment partnership or other entity of which such individual is a general partner or other manager or in which such individual has a majority equity interest. "GAAP": U.S. generally accepted accounting principles. "Indebtedness": Includes (i) indebtedness for borrowed money or for the deferred purchase price of property or services in respect of which the Corporation is liable, contingently or otherwise, as obligor, guarantor, or otherwise, or in respect of which the Corporation otherwise assures a creditor against loss, (ii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations, contingent or otherwise, under acceptance, letter of credit or similar facilities, (iv) obligations as lessee under capital leases, and (v) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv) above. "Independent Third Party": Any Person who, immediately prior to the contemplated transaction, does not own in excess of 5% of the outstanding Shares on afully-diluted basis (a "5% Owner"), who is not an Affiliate of any such 5% Owner and who is not the spouse or descendent (by birth or adoption) of any such 5% Owner or a trust for the benefit of any such 5% Owner and/or such other Persons. "Interest Charges": For any period, without duplication, all interest and all amortization of debt discount and expense on any particular Indebtedness for which such calculations are being made, all as determined in accordance with GAAP. "Major Action": Those actions described in Section III(H). "Net Income": Gross revenues of the Corporation for the period in question, less all expenses and other proper charges (including taxes on income), all determined in accordance with GAAP. "Offer to Purchase": A written offer to purchase any or all of the Shares of a Shareholder for valuable consideration. "Per Share Book Value": The value of the Shareholders' equity of the Corporation (as determined in the most recent annual statement prepared in accordance with GAAP by the accountants regularly employed by the Corporation or if none are regularly employed, the most recent annual 6 statement prepared by the Corporation), divided by the number of Shares outstanding at the time the computation is made. entity. "Person": Any individual, partnership, corporation, limited liability company, trust or other "Pro Rata Share": With respect to any Shareholder, an amount equal to the percentage determined by dividing (i) the number of Shares held by such Shareholder by (ii) the number of Shares held by all Shareholders. "Prohibited Transfer": Any transfer of Shares, whether voluntary or involuntary, which would cause the Corporation's status as an S corporation to terminate for any reason (either immediately or with the passage of time), including but not limited to any testamentary or inter vivos transfer to any trust other than a QSST or a trust described in Section 1361(c)(2)(A)(i) or (iv) of the Code. Code. "OSST": A qualified Subchapter S trust as defined in Section 1361(d)(3) of the Code of the "4ualified Public Offering": The sale in an underwritten public offering registered under the Securities Act of equity securities of the Corporation or any of its successors providing net proceeds to the Corporation or any of its successors and the selling equity holders of at least $30 million "Related Parties": The Shareholders, their parents, spouses, siblings or descendants. "Sale of the Corporation": The sale of the Corporation to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (i) Shares possessing (or which, upon conversion, would possess) the voting power under normal circumstances to elect a majority of the Board of Directors (whether by merger, consolidation, sale or transfer of Shares) or (ii) all or substantially all of the Corporation's assets determined on a consolidated basis. "Securities Act": The Securities Act of 1933, as amended. "Selling Shareholder": A Shareholder who desires to sell his or her Shares. "Shareholder": At the time referred to, any Person owning any Share or Shares of the Corporation. "Shares": Any shares of common stock of the Corporation, including Shares hereafter issued, or securities convertible into or exercisable for common stock of the Corporation, that are held by any Shareholder. "Supermajorit~pproval": Two-thirds (2/3) of the Directors entitled to vote at a meeting in which a uorum is resent.__ "Taxes": Any and all taxes (including, without limitation, income, receipts, franchise, ad valorem or excise taxes, transfer or gains taxes or fees, use taxes, withholding, payroll or minimum taxes) imposed on, or otherwise payable by, or for which responsibility for payment, withholding or collection lies with, the Corporation by any governmental authority, federal, state or otherwise, including any taxes imposed on any of the Corporation's subsidiaries or other Affiliates for which the Corporation may be liable under applicable law or by agreement to which the Corporation is a party or by which it is bound or subject to, and including, but not limited to, any interest, penalties or additions to tax with respect thereto. 7 "Transfer": To sell, assign, pledge, encumber, give, devise or otherwise dispose of any interest in any Shares, whether voluntarily, by operation of law or otherwise. III. Agreements Relating to Management. A. Votine Agreement as to Election of Directors. From and after the date hereof and until the provisions of this subsection cease to be effective, each Shareholder shall vote all Shares over which such Shareholder has voting control, and will take all other necessary or desirable actions within his or her control (whether in his or her capacity as a Shareholder, Director, member of a Board committee or officer of the Corporation or otherwise), in order to cause the following: (i) The number of directors constituting the Board of Directors to be set at seven (7); (ii) The election to the Board of Directors of: (a) Samuel Smith ("Smith"); (b) As long as Smith and/or his Family Group hold at least 25% of the total outstanding Shares, one (1) representative designated by Smith and consented to in writing by Shareholders holding not less than 51% of the total outstanding Shares; (c) (i) As long as Thomas Taylor ("Taylor") and his Family Group hold at least 10% of the total outstanding Shares, two (2) representatives designated by Taylor, and (ii) as long as Taylor and his Family Group holds less than 10% but at least 5% of the total outstanding Shares, one (1) representative designated by Taylor; (d) (i) As long as Andrew Adams ("Adams") and his Family Group hold at least 15% of the total outstanding Shares, three (3) representatives designated by Adams; (ii) as long as Adams holds less than 15% but at least 10% of the total outstanding Shares, two (2) representatives designated by Adams; and (iii) as long as Adams and his Family Group holds less than 10% but at least 5% of the total outstanding Shares, one (1) representative designated by Adams. (e) In the event that the election of Directors pursuant to Paragraphs (c) and (d) above results in the election of only four (4) Directors to the Board of Directors, the vacancy shall be filled by a representative designated by the Shareholder group that lost the right to designate a Director and a majority of the other Shareholders. In the event that the election of Directors pursuant to Paragraphs (c) and (d) above results in the election of three (3) or fewer Directors to the Board of Directors, then such additional Directors shall be elected by the written consent of the Shareholders holding at least 51 of the total outstanding Shares or, if the Shareholders holding at least 51% of such Shares so elect, the number of Directors shall be reduced in lieu of electing such replacement Director(s). (iii) Each of Smith, Taylor and Adams, respectively, shall have the right (x) to remove, with or without cause, any representative designated by such Person in accordance with this Section III(A), and (y) to designate any replacement for a Director nominated in accordance with this Section III(A) upon the death, resignation, retirement, disqualification or removal from office of such Director. The Board of Directors shall duly appoint as a Director each Person so designated to fill a vacancy on the Board of Directors. (iv) The provisions of this Section III(A) shall terminate automatically and be of no further force and effect upon the earlier to occur of (x) the effective date of a Qualified Public Offering or (y) a Sale of the Corporation. B. Expenses of Directors. The Corporation shall pay the reasonable out-of-pocket expenses incurred by each Director in connection with (i) attending the meetings of the Board of Directors and any committee thereof, (ii) attending any meeting between management of the Corporation and two or more Directors and (iii) attending business events on behalf of the Corporation at the request of the Corporation or a majority of the Directors. C. Corporation Direction. During the calendar years ending December 31, 2003, 2004 and 2005, each Shareholder agrees (subject to any fiduciary duties that may be owed to the Corporation) to use his or her commercially reasonable efforts to cause the Corporation: (i) to operate in the normal course of business; (ii) to pursue business opportunities in the Corporation's primary geographic markets through the Corporation; (iii) to not divert business or customers of the Corporation away from the Corporation (whether to a subsidiary of the Corporation or otherwise); (iv) to permit the Corporation to aggressively pursue business opportunities to grow its business and increase its revenues; and (v) to cause Smith to manage and direct the day-to-day operations of the Corporation. D. Transactions with Affiliates. The Corporation shall not, and shall not permit any of its subsidiaries to, directly or indirectly, enter into any transaction with any Affiliate of the Corporation or such subsidiary, except in the ordinary course of business and pursuant to the reasonable requirements of the business of the Corporation or such subsidiary and upon fair and reasonable terms no less favorable to the Corporation or such subsidiary than would obtain in a comparable arm's-length transaction with a Person not an Affiliate of the Corporation or such subsidiary and which are disclosed in writing to the Shareholders. E. Board Approval. Except as otherwise provided in this Agreement, the Corporation's Certificate of Incorporation or Bylaws, or as required by law, all actions of the Board of Directors shall require the affirmative vote of a majority of the members of the Board of Directors present at a duly called and noticed meeting at which a quorum is present. F. Duty of Directors of Corporation Nothing herein shall be deemed at any time to restrict the exercise by the Directors of the Corporation of their reasonable and prudent business judgment in determining the dividend policy of the Corporation or to require the declaration and payment of dividends that would impair the capital of the Corporation or cause the Corporation to be in breach of any obligation owed to its creditors. G. Deadlock. Any deadlock between the Directors or the Shareholders shall be resolved by arbitration conducted in Allegheny County, Pennsylvania in accordance with the commercial rules of the American 9 Arbitration Association. The decision of the arbitrator shall be final and binding. H. Approval of Major Actions. The Corporation may engage in the following Major Actions only upon receiving Supermajority Approval: (i) Annual Budeet. The adoption, amendment, restatement, substitution or modification, or deviation from, the operating and capital budgets of the Corporation for each fiscal year (except any amendment, restatement, substitution or modification when the economic effect to the Corporation of any such action (or set of related actions) is a change of 10% or less), and if any budget is not so approved for any fiscal year, the Corporation shall take only such actions that are either approved by Supermajority Approval or are consistent with, and in furtherance of, the budget for the prior fiscal year and the actions authorized or contemplated therein or necessary to duly perform the obligations and commitments of the Corporation. (ii) Election and Removal of Officers. The election or appointment of any officer of the Corporation or the removal of any officer from office with or without cause or the alteration of any of their duties. (iii) Management Compensation. The approval and/or adoption of (i) the annual base salaries of the officers of the Corporation, (ii) the annual incentive programs for and awards (including cash incentives, stock options and restricted stock, if any) payable to or which may be earned under the Corporation's short-term and long-term incentive plans by officers of the Corporation, (iii) the short-term and long-term incentive plans (stock-based or otherwise) for officers of the Corporation, and all amendments thereto, and (iv) employment agreements, severance plans, retirement or pension plans and.other benefit plans (other than welfare plans applicable to all salaried employees) for officers of the Corporation, and all amendments thereto. (iv) Indebtedness. With respect to Indebtedness, (i) the incurrence of Indebtedness for borrowed money if the aggregate amount of all Indebtedness of the Corporation and its subsidiaries outstanding after such incurrence would be in excess of an amount that shall be established by resolution of the Board of Directors (approved by Supermajority Approval) from time to time, or (ii) the material amendment of the agreements evidencing any such Indebtedness. (v) Charter Documents. The amendment, modification or repeal of any provision of the Certificate of Incorporation or Bylaws of the Corporation. (vi) Accounting Matters. The appointment or termination of the Corporation's independent auditors and any change in the accounting principles used by the Corporation or any subsidiary, except to the extent such changes are required by GAAP. (vii) Other Activities. The Corporation conducting or engaging in any business or activity that is not related or incidental to, consistent with, or in furtherance of the business set forth in the recitals. (viii) Issuance of Capital Stock. The authorization, sale and/or issuance by the Corporation of any of its capital stock or other debt or equity securities, whether in a private or public offering, including a Qualified Public Offering, or the grant, sale or issuance of any options, warrants or other rights to acquire capital stock of the Corporation. 10 (ix) Acquisitions. Any acquisition of assets, business, operations or securities (other than treasury bills and other obligations fully insured by the United States of America) by the Corporation by merger or otherwise (whether in one transaction or a series of related transactions) if expenditures on any such transaction (or series of related transactions) would exceed an amount that shall be established by resolution of the Board of Directors (approved by Supermajority Approval) from time to time. (x) Sale Transactions. Any sale of assets or other Transfer to a third party by sale of assets, merger or otherwise by the Corporation or any of its subsidiaries (in one transaction or a series of related transactions) of the Corporation or the assets or business of the Corporation thereof which involves more than an amount, established by resolution of the Board of Directors (approved by Supermajority Approval) from time to time, of the total assets of the Corporation, including a sale of the Corporation effected by means of a sale of Common Stock, but excluding, however, dispositions of assets in the ordinary course of business. (xi) Dividends and Distributions. The declaration of any dividend or the making of any other distribution with respect to, or the redemption, repurchase or other acquisition of, any class of equity securities of the Corporation. Following a Qualified Public Offering, all of the foregoing actions shall require only the approval specified in Section III(E). IV. Representations and Warranties by the Shareholders. A. Each Shareholder hereby represents and warrants as follows: Execution and Enforceability. This Agreement has been duly executed and delivered by such Shareholder and constitutes the valid and binding obligation of such Shareholder enforceable in accordance with its terms. B. No Consent. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by, or with respect to, any of the Shareholders in connection with the execution and delivery of this Agreement by the Shareholder or the consummation by any of the Shareholders the transactions contemplated hereby. C. No Conflict. The execution and delivery of this Agreement by the Shareholders and the consummation by the Shareholders of the transactions contemplated hereby do not conflict with, or result in a breach of, any law or regulation of any governmental authority applicable to any of the Shareholder or any material agreement to which any of the Shareholders is a party. D. Investment Purpose. Each Shareholder acknowledges and agrees that his or her Shares have not been registered under the Securities Act, and must be held unless such Shares are registered under the Securities Act or an exemption from registration is available. Each Shareholder intends to hold his or her S'~hares for his or her own account and not with a view to distribution. 11 V. Restrictions on Transfer of Stock A. Generally. No Shareholder may Transfer his or her Shares, unless such Shareholder has first complied with the applicable provisions of this Agreement. B. S-Corporation Status. Until the Shareholders awning a majority of the Shares consent under Section 1362(d)(1) of the Code (or any provision enacted in replacement thereof) to revoke the Corporation's status as a Federal S corporation, neither the Corporation nor any Shareholder shall make a Prohibited Transfer, and no Person may acquire a legal or beneficial interest in any Share pursuant to a Prohibited Transfer. Any Prohibited Transfer shall be void ab initio and the Person attempting a Prohibited Transfer shall continue to be considered for all purposes as the owner of the Shares which the transferor has attempted to transfer. C. Transfers to Related Parties. Except as provided in Section B above: (i) Gifts. Any individual Shareholder may give his or her Shares, by testamentary or inter vivos Transfer, to or for any Related Party, provided that, in the event of any gift that results in a Transfer of Shares to a QSST, the transferor shall notify the beneficiary of the QSST of his or her obligation to file an election under Section 1361(d}(2) of the Code consenting to be treated as the owner of the portion of the QSST which consists of stock in the Corporation, and the transferor shall also notify the Corporation of such Transfer to a QSST. The beneficiary of the QSST shall file the election required under Section 1362(d}(2) of the Code within the applicable time limits and provide satisfactory evidence thereof to the Corporation. (ii) Sales. Any Shareholder may sell Shares to the Corporation, or to any one or more Related Party, on such terms and conditions as the Shareholder considers appropriate. D. Transfers to Unrelated Parties; Right of First Refusal. Except as otherwise expressly provided in this Agreement, a Shareholder may not Transfer his or her Shares, except pursuant to an Offer to Purchase and only after compliance with the following provisions: (i) Notice to Corooration and Shareholders. Upon receipt of an Offer to Purchase, a Selling Shareholder shall give written notice thereof (the "Offer Notice") to the Corporation and the Shareholders setting forth (1) the number of Shares offered to be purchased, (2) the proposed purchase price per Share and (3) the name of the proposed purchaser, together with an exact copy of the Offer to Purchase. (ii) Corporation's Option to Purchase. Upon receipt by the Corporation of the Offer Notice, the Corporation shall have the option to purchase all (but not less than all) of the Shares offered to be purchased. The Corporation shall exercise the option granted hereunder by giving written notice to each of the Shareholders within thirty (30) days of receipt of the Offer Notice. The Corporation's notice shall set forth a date and time for closing which shall be not earlier than ten (10) days nor later than thirty (30) days after the date of such notice. The Selling Shareholder, in his or her capacity as a Shareholder or Director of the Corporation, shall vote in favor of any 12 corporate action reasonably necessary to effect the exercise of the Corporation's option if a majority of the other Directors or remaining Shareholders so vote. (iii) Shareholders' Right to Purchase. If the Corporation fails to exercise its option to purchase within the 30-day period prescribed in Paragraph ii above, the remaining Shareholders (alone or together with the Corporation if they so elect) shall have the option to purchase all (but not less than all) of the Shares offered to be purchased from the Selling Shareholder. The remaining Shareholders shall exercise the option granted hereunder by giving written notice to the Selling Shareholder within thirty (30) days after the expiration of the 30-day period referred to above. The remaining Shareholders' notice shall set forth a date and time for closing which shall be not earlier than ten (10) days nor later than thirty (30) days after the expiration of such 30-day period. The number of Shares to be purchased by the remaining Shareholders (alone or together with the Corporation if they so elect) shall be determined by mutual agreement, or, in the absence of such agreement, shall be in proportion to the number of Shares owned by such of the remaining Shareholders desiring to purchase Shares. In any event, one or more of the remaining Shareholders who elect to purchase Shares under this Section must agree alone or together with the Corporation to purchase all the Shares which the Selling Shareholder proposes to sell. (iv) Option Price; Terms of Sale. The exercise of an option granted hereunder shall obligate the Corporation or the remaining Shareholders, as the case may be, to purchase Shares of the Offering Shareholder for a price equal to the lesser of (1) the Per Share Book Value or (2) the price proposed in the Offer to Purchase. The terms and conditions of any sale of Shares to the Corporation or the remaining Shareholders shall otherwise be the same as provided in the Offer to Purchase, provided, however, that if the Offer to Purchase shall require any act to be performed prior to the expiration of the period prescribed in Section V(D)(iii) for exercise by the remaining Shareholders (including, without limitation, closing of the transaction provided for in the Offer to Purchase or approval of the transaction by the Board of Directors and its Shareholders), the Corporation or the remaining Shareholders shall be deemed to have complied with the terms and conditions of the Offer to Purchase if it or they perform such act within thirty (30) days after the expiration of such period. (v) Payment for Stock. At the election of the transferee, payment for stock purchased under this Section V(D) shall be (i) in cash payable in full at closing or (ii) by note in a form reasonably satisfactory to the Selling Shareholder. If payment is made by note, the note shall be for a period of no more than five years from the date of closing, shall be payable in equal quarterly payments of principal and interest, shall bear interest at the lowest rate that will avoid the imputation of interest or original issue discount under the Code, and shall be subject to such other terms as the parties may agree. (vi) Sale to Unrelated Parties. If neither the Corporation nor the remaining Shareholders exercise the options provided above in this Section V(D), the Selling Shareholder (subject to Section V(E)) may accept the Offer to Purchase described in the Offer Notice, and Transfer all of the Shares offered to be purchased pursuant thereto. The Corporation shall not enter the Transfer of the Shares to the third party on the books of the Corporation, and the Transfer shall not be otherwise effective, however, until the third party transferee agrees to be bound by all the terms and conditions of this Agreement as evidenced by his execution and delivery of a copy of this Agreement. In any event, the transferee of such Shares shall be bound by the provisions of this Agreement and shall constitute a Shareholder for all purposes of this Agreement. 13 (vii) Revival of Rights of First Refusal Due to Delayed Sale or Modification of Offer. If: (a) closing pursuant to the Offer to Purchase does not occur by the later of (1) the closing date (if any) specified in the Offer to Purchase or (2) six (6) months after receipt of the Offer Notice by the Corporation from the Selling Shareholder, or (b) any material modification is made to the terms of the Offer to Purchase after such notice is given, the Selling Shareholder shall be deemed to have received a new Offer to Purchase as of the expiration of the period described in clause (a) or the date of the modification in clause (b), as the case maybe, and the Shares offered to be purchased from the Selling Shareholder shall again become subject to the restrictions of this Section V(D). (viii) Cl sing. Except as otherwise agreed by the parties to the sale, a closing under this Section V(D) (other than a closing under Section V(D)(vi)) shall be held at the principal executive offices of the Corporation during regular business hours. At such closing, the Selling Shareholder shall deliver to the Corporation or the Shareholders purchasing the Shares, as the case may be, certificates representing the Shares to be sold, together with stock powers duly endorsed in blank, unless the terms of any note given permit the Selling Shareholder to retain such certificates as security until the note has been satisfied, in which case the certificates of Shares shall be delivered at that time. Such certificates of Shares when delivered shall be delivered by the Selling Shareholder free and clear of any and all liens and encumbrances except for any outstanding pledge to secure debts of the Corporation. Any Transfer taxes and documentary stamp taxes shall be paid by the Selling Shareholder. E. Transfers to Unrelated Parties - Tai Along_,Rights Except as otherwise expressly provided in this Agreement, a Shareholder may not Transfer his or her Shares, except pursuant to an Offer to Purchase and only after compliance with the following provisions: (i) Shareholders' Right to Sell. In the event neither the Corporation nor the Shareholders exercise their rights of first refusal set forth in Section V(D) above, each Shareholder shall have the right to participate in the proposed Transfer by giving written notice of such election to the Selling Shareholder within 60 days after receipt of the Offer Notice. (ii) Number of Shares. If a Shareholder elects to participate in the proposed Transfer (in such case, a "Partic~ating Shareholder"), the Selling Shareholder and each Participating Shareholder shall be entitled to sell in such Transfer at the same price and upon the same terms, a number of Shares equal to the product of (A) the quotient determined by dividing the Pro Rata Share of such Shareholder by the aggregate Pro Rata Shares of the Selling Shareholders and all Participating Shareholders, multiplied by (B) the number of Shares to be sold in the proposed Transfer. For Example, if (A) the Offer Notice contemplates a sale of 100 Shares, (B) the Selling Shareholder's Pro Rata Share is 30% and (C) one Participating Shareholder elects to participate and has a Pro Rata Share of 20%, then the Selling Shareholder would be entitled to se1160 Shares ((30% _ 50%) x 100 Shares) and the Participating Shareholder would be entitled to sell 40 Shares ((20% _ 50%) x 100 Shares). (iii) Transferee as Shareholder. The Corporation shall not enter the Transfer of the Shares to the third party on the books of the Corporation, and the Transfer shall not be otherwise 14 effective, however, until the third party transferee agrees to be bound by all the terms and conditions of this Agreement as evidenced by such Person's execution and delivery of a copy of this Agreement. In any event, the transferee of such Shares shall be bound by the provisions of this Agreement and shall constitute a Shareholder for all purposes of this Agreement. (iv) Refusal to Cooperate. The Selling Shareholder shall use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Shareholders, and to the inclusion of all types of Shares, in any proposed Transfer, and the Selling Shareholder shall not Transfer any Shares to the prospective transferee(s) if (A) any Participating Shareholders elect to participate in such Transfer and (B) the prospective transferee(s) refuses to allow the participation of such Participating Shareholders or to purchase the type of Shares owned by such Participating Shareholders. (v) Closin .After compliance with the foregoing provisions of this Section V(E), the Selling Shareholder and the Participating Shareholders shall be permitted to Transfer the number of Shares specified in the Offer Notice to the transferee(s) specified in such Offer Notice on terms no more advantageous to such Shareholders than those specified in such Offer Notice. Unless all of the Shareholders have elected to participate and are permitted to participate in the proposed Transfer, the closing of such Transfer shall occur during the 90-day period following the period which is 60 days after the Offer Notice is given to the Corporation and the Shareholders. If such Shares are not so transferred within such time period, then any subsequent Transfer of such Shares shall be subject to all of the provisions of this Section V(E). (vi) Inte~lay Between Right of First Refusal and Tag Along Rights. The following provisions shall govern the interplay between Sections V(D) and V(E): (a) If the Company andlor the other Shareholders exercise their rights to purchase all of the Shares being offered by the Selling Shareholder pursuant to Section V(D), then Section V(E) shall not apply to the proposed Transfer of such Shares by the Selling Shareholder. (b) A Transfer otherwise permitted by Section V(D) will not be permitted if such Transfer is prohibited by Section V(E)(iv). VI. Sale of the Corporation -Drag Along Rights. If, at any time after the third anniversary of the date of this Agreement, the Shareholders holding at least 50% of the totally outstanding Shares (the "Initiating Shareholders") set forth in a signed correspondence delivered to the Corporation and the other Shareholders their desire to effect a Sale of the Corporation, then each Shareholder (whether in his or its capacity as a Shareholder, Director, member of aboard committee or otherwise) shall consent to, vote in favor of, and raise no objections against, such sale, and shall authorize the Corporation's management to take all actions reasonably necessary to effect such sale (including, without limitation, engaging an investment banker for such purpose) and, if such sale is structured as a sale of stock, each Shareholder shall agree, and hereby does agree, to sell his or her Shares on the terms and conditions approved by the Initiating Shareholders; provided, the following conditions are satisfied: A. Aggregate Gross Consideration. The aggregate gross consideration received by the Corporation or the Shareholders, as the case may be, in connection with such Sale of the Corporation shall be equal to or greater than seven times (7x) the Corporation's EBIT far the 12 calendar month period preceding such sale; 15 B. Shareholders Consideration. Upon the consummation of such Sale of the Corporation, all of the Shareholders shall receive the same form. and amount of consideration per Share or, if an option is given as to the form or amount of consideration, each such Shareholder will be given the same option; C. Election by Shareholders. All Shareholders holding then currently exercisable rights to acquire Shares will be given an opportunity to either (i) exercise such rights prior to the consummation of such sale and participate in such sale as holders of Shares or (ii) receive upon the consummation of such sale the same amount of consideration as would have been received as holders of such Shares in connection with such sale less the exercise price of such rights; and D. Sale of Stock. In the event such Sale of the Corporation is a sale of stock, each Shareholder shall be entitled to participate based on such Person's Pro Rata Share. VII. Buy-Out. The Corporation shall have the option to purchase Shares held by any Shareholder under the following terms and conditions: A. Trigeer Events. (i) Involuntary Transfers. In the event a Shareholder is involuntarily deprived of any right, title or interest in or to any Shares (including but not limited to (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, (ii) distribution of marital property following divorce, (iii) levy, execution or other involuntary Transfer, (iv) involuntary dissolution, liquidation or winding-up of the Shareholder's affairs, or (v) the death of such Shareholder, the Corporation may purchase all (but not less than all) of the Shares from his or her transferee (including his or her estate), provided the Corporation provides written notice to the transferee within sixty (60} days after the Corporation receives notice of such event. (ii) Termination of Employment. In the event the Corporation terminates an employee-Shareholder for cause, the Corporation may purchase all (but not less than all) of the Shares from such Shareholder, provided the Corporation provides written notice to the Shareholder within sixty (60) days after the Corporation terminates such Shareholder's employment. B. Purchase Price. The Corporation shall purchase such Shares at the Per Share Book Value. The purchase price for such Shares shall be payable pursuant to a promissory note, which note shall be paid in equal monthly installments and shall bear interest on the installment dates at a rate of %. C. Closing. Except as otherwise agreed by the parties to the sale, closing under this Section VII shall be held at the principal executive offices of the Corporation during regular business hours. At closing, the 16 Selling Shareholder (or such Person's representative or estate) shall deliver to the Corporation certificates representing the Shares to be sold, together with stock powers duly endorsed in blank, unless the terms of any note given permit the Selling Shareholder to retain such certificates as security until the note has been satisfied, in which case the certificates of Shares shall be delivered at that time. Such certificates of Shares when delivered shall be delivered by the Selling Shareholder (or such Person's representative) free and clear of any and all liens and encumbrances except for any outstanding pledge to secure debts of the Corporation. Any Transfer taxes and documentary stamp taxes shall be paid by the Shareholder. VIII. Preemptive Rights. A. General. Except for (i) Shares issued upon conversion of preferred stock (if any), (ii) Shares issued pursuant to a Qualified Public Offering, (iii) issuances of stock, options or warrants in connection with the acquisition of other companies whether by merger, stock acquisition or asset acquisition, or other corporate reorganization (including, without limitation any reincorporation in another state) or recapitalization. (iv) Shares issued in connection with any stock split or stock dividend of the Corporation, recapitalizations or the like, or (v) any Shares issued to employees, officers, or directors of, or contractors, consultants or advisors to, the Corporation pursuant to stock purchase or stock option plans, stock bonuses or awards, contracts or other arrangements that are approved by the Board of Directors, the Corporation will authorize or issue any Shares without offering the Shareholders the preemptive rights described below. B. Grant of Preemptive Rim Each Shareholder shall have the right to purchase an amount of Shares of the class and kind which the Corporation proposes to sell in a private placement (other than the issuance of Shares contemplated by Section XIII(A) above) ("Preemptive Shares") sufficient to maintain such Shareholder's proportionate beneficial ownership interest in the Corporation (on an as-converted, fully diluted basis calculated as of the date of such offer). If the Corporation wishes to make any such sale of Preemptive Securities, it shall give the Shareholders written notice of the proposed sale. The notice shall set forth (i) the Corporation's bona fide intention to offer Preemptive Securities and (ii) the material terms and conditions of the proposed sale (including the number of Shares to be offered and the price, for which the Corporation proposes to offer such Shares) and shall constitute an offer to sell Preemptive Securities to the Shareholders on such terms and conditions. Any Shareholder may accept such offer by delivering a written notice of acceptance (an "Acceptance Notice") to the Corporation within twenty (20) days after receipt of the Corporation's notice of the proposed sale. Any Shareholder exercising its preemptive rights shall be entitled to participate in the purchase of Preemptive Shares on a pro rata basis to the extent necessary to maintain such Shareholder's proportionate beneficial ownership interest in the Corporation (such Shareholder's Pro Rata Share). If any Shareholder who elects to exercise its right of first option does not complete the purchase of the Preemptive Shares within twenty (20) days after receipt by the Corporation of the Acceptance Notice, the Company may complete the sale of Preemptive Shares within the ninety (90) day period following the expiration of such twenty (20) day period. If the Corporation does not enter into an agreement for the sale of such shares within such ninety (90) day period, the rights provided hereunder shall be deemed to be revived and all future shares of Preemptive Shares shall not be offered unless first reoffered to the Shareholders in accordance with this Section XIII(B). C. Offer After Sale to Third Parties. In lieu of delivering to the Shareholders written notice of a proposed sale of Preemptive Shares, the Corporation may elect first to sell Preemptive Shares to third parties and then to offer to the 17 Shareholders the opportunity to purchase their Pro Rata Share of the Preemptive Shares. Such offer shall remain in effect for fifteen (15) days after notice to the Shareholders, and if accepted, the closing of the sale of Preemptive Shares shall occur within ten (10) days after the date of the Acceptance Notice. D. Expiration of Preemptive Rights. The preemptive rights granted under this Agreement shall expire immediately prior to the consummation of a Qualified Public Offering. IX. Endorsement on, and Attachment_to Shares Immediately upon execution of this Agreement, the undersigned Shareholders shall deliver to the Corporation the certificates for the shares of stock of the Corporation which they own and the Corporation shall cause to be endorsed on said certificates a notation to the following effect: "THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A SHAREHOLDERS' AGREEMENT DATED , 200_, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. SAID SHAREHOLDERS' AGREEMENT RESTRICTS THE ABILITY OF THE SHAREHOLDERS TO SELL, GIVE, PLEDGE OR OTHERWISE TRANSFER OR DISPOSE OF THIS STOCK CERTIFICATE AND THE SHARES OF CAPITAL STOCK REPRESENTED BY IT. THE SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND NO TRANSFER OF SUCH SHARES MAYBE MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS OR THE AVAILABILITY OF EXEMPTIONS FROM THE REGISTRATION PROVISIONS THEREOF" Certificates for Shares issued hereafter shall be similarly endorsed. X. Tax Returns The Corporation shall prepare and provide to each Person who was a Shareholder for all or any portion of the previous taxable year of the Corporation Federal Schedules K-1 (Form 11205) ("U.S. Schedules K-1") and the corresponding state income tax information returns ("State Schedules K-1") for each state in which the Corporation has made (or will be treated as having made) an election comparable to the Federal S Election for every taxable year in which any such election is in effect. If the Corporation determines that it will be unable to provide such Persons with a U.S. Schedule K-1 or a State Schedule K-1 prior to the due date of the corresponding Federal or state income tax return of such Persons, the Corporation shall provide such Persons with an estimate of the amounts required to be reported on such U.S. Schedule K-1 or such State Schedule K-1. XI. Dividend Distributions to Pay Taxes The Corporation and each of the Shareholders of the Corporation shall use their best efforts to cause the Corporation to declare and pay dividends in such amounts and at such times as will enable the 18 Shareholders or, if applicable, the Corporation on behalf of the Shareholders, to make timely payment of any Federal and state income withholding or estimated tax liabilities of the Shareholders arising from the Corporation's status as an "S corporation" under the Federal income tax laws and from any comparable status the Corporation may enjoy under the income tax laws of any state ("Shareholder S Tax Liability"). To the extent possible the following principles shall be followed by the Corporation and the Shareholders in declaring and paying such dividends; A. Date of Payment. Dividends shall be paid at least five business days prior to the due date for making (i) Federal individual estimated tax payments, (ii) state individual estimated tax payments, or (iii) state personal income tax withholding payments, and at least five business days prior to the due date for filing (without extension} the Shareholders' Federal and state income tax returns; and B. Amount of Payment. The amount of each dividend shall be determined in accordance with the following assumptions: (i) The Shareholder S Tax Liability shall be determined by applying the highest applicable marginal Federal and state income tax rates to the aggregate items of income, gain, loss, deduction or credit shown on the Shareholders' U.S. Schedules K-1 and State Schedules K-1, respectively, as if such items were attributable to one individual who was a resident of Pennsylvania and who did not "materially participate" (within the meaning of Section 469 of the Code) in the conduct of any trade or business of the Corporation but without allowance for any exemption, deduction or credit provided generally under Federal or state law (such as, by way of illustration and not of limitation, the Federal personal exemption and standard deduction). (ii) Any item of loss or credit that cannot be utilized in determining the Shareholder S Tax Liability for any taxable year shall be carried forward and applied in determining the Shareholder S Tax Liability for any subsequent taxable year to which an individual would be entitled to carry forward a loss or credit under the applicable Federal or state income tax law. For this purpose, the availability of a carryback of such item of loss or credit under any Federal or state income tax law shall be disregarded. (iii) In determining the Shareholder S Tax Liability, allowance shall be made for any deduction, credit or other tax benefit available to an individual under the applicable Federal or state income tax law by reason of the payment of the Shareholder S Tax Liability. (iv) Federal and state minimum income taxes shall be ignored in determining the Shareholder S Tax Liability. (v) Any dividend that is not paid by the due date of any Federal or state estimated tax or income tax or withholding tax with respect to which Shareholder S Tax Liability may be incurred shall include interest at the rate determined under Section 6621 of the Code that is applicable to underpayments of Federal income tax. (vi) (a) Until December 31, 1996, the Federal estimated tax liability for the first quarter of any taxable year shall be determined by assuming that the Shareholder S Tax Liability for the immediately preceding taxable year is the Shareholder S Tax Liability for the current taxable year. The Federal estimated tax liability for the second, third and fourth quarters shall be 19 determined .by assuming that the Shareholder S Tax Liability for the current year is equal to 90% of the Shareholder S Tax Liability computed by reference to the Directors' best estimate of the Corporation's taxable income for the current taxable year determined, in each case, as of the end of the calendar month preceding the due date of the Federal estimated tax payment. The second quarter installment shall be increased to make up any shortfall in the first installment, had it been calculated using the same assumption. For taxable years beginning after 1996, Federal or state estimated tax liabilities for any taxable year shall be determined as if the Shareholder S Tax Liability for the immediately preceding taxable year were the Shareholder S Tax Liability for the taxable year. (b) State estimated tax and withholding tax liabilities for any taxable year shall be determined by applying the current year's state personal income tax rate to the S Corporation's income for the immediately preceding taxable year as reported on the Corporation's state information returns and Forms K-1. (c) In the event that the rules for making Federal or state estimated tax payments are altered, the Directors shall, by resolution, adopt such changes to the foregoing procedures as may be necessary in their judgment to ensure that the Corporation pays dividends sufficient to enable the shareholders to make adequate payments of estimated taxes. XII. Audit Adjustment If, upon audit by the U.S. Internal Revenue Service or by any state tax regulatory authority, an adjustment is made to any item of income, gain, loss, deduction or credit of the Corporation, which adjustment has the effect of increasing the Shareholder S Tax Liability for any prior taxable year (the "Adjustment Year") by any amount (the "Additional Shareholder S Tax Liability"), the Corporation and each of the Shareholders shall use their best efforts to cause the Corporation to declare and pay a dividend in an amount equal to the product of (a) the Additional Shareholder S Tax Liability and (b) the lesser of (i) one and (ii) the quotient obtained by dividing the greatest number of Shares outstanding during the Adjustment Year ("Adiustment Year Shares") into the number of Adjustment Year Shares outstanding on the date such dividend is declared, on or before the last day of the period of restrictions on assessment of Federal income tax with respect to "Subchapter S items" (within the meaning of Section 6244 of the Code) or, if applicable, the last day of the comparable period of restrictions on assessment of tax provided under state law. The Corporation shall provide notice to any Person (or, if such Person is deceased, to the personal representative of such Person) who was formerly a holder (or a deemed holder in the case of a QSST beneficiary) of any of the Adjustment Year Shares with respect to which a dividend amount has been paid under this Section XII, of the payment of such dividend to the current owner of such Shares. XIII. Consent to Election under IRC 1377 If any Shareholder terminates his or her interest in the Corporation in any taxable year during which a Federal S election is in effect and the Board of Directors of the Corporation deems it appropriate to make the election under Section 1377(a)(2) of the Code to end the taxable year of the Corporation on the date of termination of the Shareholder's interest for purposes of determining the transferor's and the transferee's proportionate share of the Corporation's Subchapter S items for such year, all Shareholders hereby agree to timely consent to such an election in accordance with the applicable Treasury Regulations. 20 XIV. Tax Matters Shareholder A. Duties. At any time at which the Corporation has more than five shareholders (including a husband and wife who are both shareholders as a single shareholder), the Corporation shall designate a Tax Matters Shareholder who shall have the duties and authority of a tax matters shareholder as specified in the Code and the Treasury Regulations promulgated thereunder. The Tax Matters Shareholder shall promptly provide the other shareholders with copies of any communications received from or filed with the Internal Revenue Service or any court in connection with the performance of its duties as the Tax Matters Shareholder and shall faithfully perform such duties so as to protect the best interests of the other shareholders. The Tax Matters Shareholder shall not settle any income tax audit or dispute without the prior written approval of a majority in interest of the other shareholders. B. Designation of Tax Matters Shareholder. The shareholder owning the largest percentage of stock in the Corporation shall serve as the Tax Matters Shareholder of the Corporation. The Board of Directors shall, upon the request in writing of Shareholders owning a majority in interest of the stock of the Corporation, designate any officer or Director of the Corporation to perform the duties and have the authority of a tax matters shareholder; provided, however, that any Person so designated must be a Shareholder of the Corporation. XV. Other Provisions A. Transfer in Violation of this Agreement Void. Any Transfer or acquisition of Shares in violation of this Agreement shall be null and void, and each Shareholder agrees that any such Transfer or acquisition may and should be enjoined. B. Notices. Notices under this Agreement shall be sufficiently given if in writing and sent by facsimile transmission, hand delivery or U.S. registered or certified mail, postage paid : (1) to the Corporation at its principal executive office; (2) to Shareholders at their last addresses as shown on the records of the Corporation; or (3} at such other address as any party to this Agreement may designate in a notice to all other parties provided in the manner described above. Such notice shall be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed. C. Severability; Construction. The various provisions of this Agreement are severable from each other and from the rest of the Agreement, and in the event that any part of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be fully effective, operative and enforceable. D. Law Governing. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 21 E. Integration; Modification. This Agreement contains the entire understanding of the parties with respect to the matters provided for herein and supersedes all other prior or contemporaneous oral or written agreements respecting such matters. This Agreement may be modified only by a written instrument signed by the Corporation and all Persons then owning or deemed to own Shares. F. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same instrument. G. Headings. Headings of the Articles and Sections of this Agreement are for the convenience of the parties only and shall be given no substantive or interpretive effect whatsoever. H. Incorporation of Exhibits and Schedules. All exhibits and schedules hereto are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein. I. Term of Agreement. This agreement shall remain in effect until a majority of the Shareholders vote to terminate the S election of the Corporation. (remainder of page intentionally left blank) 22 (Signature Page for Shareholders Agreement] IN WITNESS WHEREOF the parties have executed this Agreement the day and year first above written. Corporation Bv: Name: Title: SHAREHOLDERS [Name] (Hamel fName] 23 TABLE OF CONTENTS FORM TWO 1. General Restriction on Transfer ..................................................................... 3 2. Transfers to Family Members ...................................................................... .. 3 3. Rights of First Refusal Based on Third Party Offers ................................. ..4 4. Purchase on Death of a Shareholder ........................................................... .. 6 5. Involuntary Transfers .................................................................................... ..8 6. Share Value ..................................................................................................... .. 8 7. Forced Purchase or Sale ................................................................................ .. 9 8. Limitations on Company .............................................................................. .. 9 9. S Corporation Provisions .............................................................................. 10 10. Closings ........................................................................................................... 10 11. Stock Certificates ............................................................................................ 10 12. Election of Directors ...................................................................................... 10 13. Notices ............................................................................................................. 11 14. Termination ..................................................................................................... 11 15. Rights, Obligations and Remedies ............................................................... 11 16. Fundamental Transactions ........................................................................... 11 17. General ............................................................................................................. 12 Optional Provisions ........................................................................................... 15 Opt. 1 Acquisition of Shares Upon Termination of Employment .................15 Opt. 2 Disability or Incapacity of a Shareholder ........................................... 15 1 SHAREHOLDERS AGREEMENT THIS AGREEMENT is made and entered into as of , 20_, by and among a Pennsylvania corporation (the "Company"), and and (the "Shareholders" and individually a "Shareholder"), with reference to the following Background: A. The authorized capital stock of the Company consists of There aze shares of the Company's capital stock issued and outstanding as of the date of this Agreement, all of which aze owned by the Shareholders. The shares of the Company's capital stock and any options, warrants or other rights to ownership therein or to acquire ownership thereof, whether not or hereafter authorized, issued or created and whether now or hereafter owned by the Shareholders aze referred to in this Agreement as the "Shares." B. The Shareholders and the Company wish to enter into an agreement imposing certain restrictions upon the transfer of Shares by the Shareholders, providing for the purchase of Shares from the estate of a deceased Shareholder under certain circumstances, and providing for certain other matters, all to avoid disruption in the management and control of the Company. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, each intending to be legally bound hereby, agree as follows: 1. General Restriction on Transfer. (a) Restriction. A Shareholder shall not give, sell, transfer, assign, pledge, hypothecate or otherwise dispose of ("transfer") any Shares, or agree to transfer any Shares, whether now held or hereafter acquired by the Shareholder, except in accordance with the provisions of this Agreement. (b) Effect of Purported Transfer. Any purported transfer of Shares by a Shareholder that is not in accordance with the provisions of this Agreement shall be null and void, and shall not operate to transfer any right, title or interest in such Shares to the purported transferee. The Company shall not cause or permit the transfer of any certificate representing any Shares to be made on its books unless the transfer is permitted by this Agreement and has been made in accordance with its terms. 2. Transfers to Family Members.A Shareholder may, during the Shareholder's lifetime, transfer Shares to or for the benefit of his or her spouse or any of his or her lineal descendants or any spouse of any such descendant without complying with Section 3, except that a transfer shall not be made in trust without the consent of the Company. A transferee of Shares under this Section shall be deemed to be a Shareholder from and after the date of transfer for all purposes of this Agreement and shall receive and hold the Shares subject to the terms of this Agreement, including the provisions of this Section. Any transfer under this Section to a person other than a Shareholder who has signed this Agreement shall be effective only upon the written agreement of the transferee to be bound by this Agreement as if an original signatory party. 3 3. Rishts of First Refusal Based on Third Party Offers. (a) Companv and Shareholder Options. Except as provided in Section 2, a Shareholder shall not transfer any Shares unless the Shareholder shall have first offered to sell such Shares to the Company and the other Shareholders in accordance with the following provisions: (i) Offer to Sell to the Companv. The Shareholder proposing to transfer Shares (the "Transferring Shareholder") shall first offer to sell the Shares to be transferred (the "Offered Shares") to the Company by notice to the Company which shall contain the name and address of the prospective transferee and, if the prospective transferee is a purchaser, the terms of the proposed sale or exchange (the "First Notice"). A copy of the First Notice shall be delivered to each Shareholder at the time it is delivered to the Company. Regardless of the terms of any proposed sale or exchange, the offer to the Company shall be at a price per Shaze equal to the lower of the price under the terms of the proposed sale or exchange (the "Purchase Price") or the Share Value as defined and determined in accordance with Section 6, and shall be payable as set forth in subsection (b). If the proposed transfer is to be by gift, the offer to the Company shall be made at a price per share equal to the Share Value or such lower value as shall be stated by the Transferring Shazeholder in the First Notice. (ii) Acceptance of Offer by the Company. For a period of 30 days following receipt of the First Notice by the Company, the company shall have the option to accept the offer contained in the First Notice. Such option shall be exercised in writing by the Company by notice to the Transferring Shareholder with copies to the other Shareholders (the "Exercise Notice") stating the number of Offered Shares that the Company elects to purchase. If the Company elects not to purchase any of the Offered Shares, the Secretary of the Company shall give written notice to that effect to the Transferring Shazeholder with copies to the other Shareholders (the "Rejection Notice") not later than 30 days following the Company's receipt of the First Notice. (iii) Offer to Sell to Remaining Shareholders. If the Company does not exercise its option to purchase all the Offered Shares under paragraph (a)(ii), the other Shaeeholders of the Company ("the Remaining Shareholders") shall have the option to purchase any of the Offered Shares that the Company does not elect to purchase at the same price per share at which the Shares were offered to the Company under paragraph (a)(i), payable as set forth in subsection (b). If the prospective transferee is a Shareholder, that Shareholder shall be deemed to be a Remaining Shareholder and may participate in the option granted under this paragraph. (iv) Acceptance of Offer by Remaining Shareholders. Within 10 days after the receipt of a copy of the Exercise Notice or the Rejection Notice, as the case may be, any Remaining Shareholder desiring to acquire any part or all of the Offered Shares not purchased by the Company shall deliver to the Secretary of the Company a written election to purchase the Shares or a specified number of them (a "Remaining Notice"). If the total number of Shares specified in the Remaining Notice exceeds the number of available Offered Shares, each Remaining Shareholder shall have priority, up to the number of Shares specified in the Remaining Shareholder's Remaining Notice, to purchase such portion of 4 the available Shares as the number of the Shares that the Remaining Shareholder holds bears to the total number of Shares held by all Remaining Shareholders electing to purchase. The Shares not purchased on such a priority basis shall be allocated in one or more successive allocations to those Remaining Shareholders electing to purchase more than the number of Shares in which they have a priority right, up to the number of shares specified in their respective Remaining Notices, in the proportion that the number of Shares (without counting Offered Shazes) held by each Remaining Shareholder bears to the number of Shares (without counting Offered Shares) held by all Remaining Shareholders. Within 10 days after receipt of the Remaining Notices from all Remaining Shareholders or, if some Remaining Shareholders make no election, within 10 days after the expiration of the 10-day period provided by this paragraph for the making of an election, whichever is earlier, the Secretary of the Company shall notify the Transferring Shareholder and each Remaining Shareholder electing to purchase of the number of Shares to which such election was effective. (v) Closing; Suspension of Restrictions. A closing to purchase all the Offered Shares shall be held not more than 60 days after receipt by the Company of the First Notice from the Transferring Shareholder pursuant to paragraph (a)(i). If the Company and/or the Remaining Shareholders do not purchase all the Offered Shares, the Offered Shares may be transferred by the Transferring Shareholder at any time on or before the expiration of 120 days from the date of receipt by the Company of the First Notice, on the terms and to the prospective transferee specified in the First Notice. A transfer pursuant to the terms of the First Notice shall comply with all applicable state and federal securities laws and the Company may require an opinion of counsel to the Transferring Shareholder to that effect. The transferee will hold the Shares free of the provisions of this Agreement, unless the transferee is already a Shareholder in which case the Shares shall be subject to the provisions of this Agreement. A transfer of the Offered Shares shall not be made after the end of the 120-day period, nor shall any change in the terms of the transfer or the identity of the prospective transferee be permitted, without a new offering to the Company and the Remaining Shareholders by the Transferring Shareholder in compliance with the requirements of this Section. (b) Payment Terms. The total purchase price for the Offered Shares under subsection (a) shall be paid in cash or by certified check, except that at the option of the Company or any of those Remaining Shazeholders electing to purchase Offered Shares, as the case may be, up to 90% of the total purchase price paid by the Company or any such Shareholder may be paid by the unsecured promissory note of the purchaser with principal payable in equal installments of the last day of March, June, September and December of each year over a period of not more than three years, payments commencing not later than the end of the first full calendar quarter after the closing date with interest from the date of the note on the outstanding balance, at the lowest rate of simple interest that would result in there being no unstated interest for purposes of Section 483 of the Internal Revenue Code of 1986. Each promissory note shall provide that if any installment of principal or interest is not paid when due, and if the default continues for a period of 15 days after notice, then, at the election of the holder, the full amount of the principal and interest remaining unpaid shall become immediately due and payable, and the maker shall pay reasonable attorney's fees to the holder in the event suit is commenced because of default. The maker of the note shall have the right to prepay the principal without penalty at any time and from time to time, but prepayments shall be in the inverse order of maturity. (c) Abandonment of Transaction. At any time before the Company and/or the Remaining Shareholders have notified the Transferring Shareholder that they have elected to purchase all of the Offered Shares, the Transferring Shareholder may terminate the rights of the Company and the Remaining Shareholders to purchase the Offered Shares under this Section by delivering to the Company and the Remaining Shareholders a notice stating that the Transferring Shareholder has abandoned the transfer that was the subject of the First Notice. A subsequent transfer of Shares by the Transferring Shareholder shall not be made without a new offering to the Company and the Remaining Shareholders by the Transferring Shareholder in compliance with the requirements of this Section. (d) Rieht of Co-sale. Each Remaining Shareholder who so desires (a "Co-selling Shareholder") shall have the right to sell under this Section, on the same terms as the Transferring Shareholder either to the Company and/or the Remaining Shareholders who are not Co-selling Shareholders or to the proposed transferee: (i) for purposes of the offer to the Company and the Remaining Shareholders under subsection (a), that number of Shares equal to the number of Offered Shares owned by the Transferring Shareholder; or (ii) if the proposed transferee shall elect to purchase only the number of Offered Shares owned by the Transferring Shazeholder, a number of Shares equal to the total number of Offered Shares multiplied by a fraction, the numerator of which shall be the number of Shares owned by the Co-selling Shareholder and the denominator of which shall be the number of Shares owned by the Transferring Shareholder and all Co-selling Shareholders exercising rights under this subsection. A Co-selling Shareholder exercising the right of co-sale under this subsection shall be deemed to have waived any right to purchase any or all of the Offered Shazes under this Section. Each Co-selling Shareholder shall give notice of his or her election to sell Shares under this subsection in his or her Remaining Notice. For purposes of subsection (a), the Offered Shares shall be deemed to include any Shares being sold by Co-selling Shazeholders. If the Company and the Remaining Shareholders do not elect to purchase all of the Offered Shares, the proposed transferee shall have the option of purchasing the Offered Shares remaining. 4. Purchase on Death of a Shareholder. (a) Company Option. Upon the death of a Shareholder (the "Deceased Shareholder"), the Company shall have the option for a period of 75 days after notice of such death is received by the Company to purchase any Shares owned by the Deceased Shareholder. T'he exercise of the option by the Company shall be at a price equal to the Share Value and shall be payable as set forth in subsection (e). Such option shall be exercised in writing by notice (the "Election Notice") to the Deceased Shareholder's personal representative, with copies to the other Shareholders (the "Surviving Shareholders") stating the number of Shares the Company elects to purchase. If the Company elects not to purchase any of the Shares owned by the Deceased Shareholder, the Secretary of the Company shall give written notice to that effect to the personal representative of the Deceased Shareholder with copies to the Surviving Shareholders (the "Nonpurchase Notice") not later than 75 days after the Company's receipt of notice of the death of the Deceased Shareholder. 6 (b) Surviving Shareholders' Option. If the Company does not exercise its option to purchase all the Shares owned by the Deceased Shareholder, the Surviving Shareholders shall have the option for a period of 15 days following receipt of the Election Notice or the Nonpurchase Notice, as the case may be, to purchase from the Deceased Shazeholder's estate any of the Shares of the Deceased Shareholder not purchased by the Company pursuant to subsection (a). The price per Share shall equal the Share Value and shall be payable as set forth in subsection (e). Any Surviving Shareholder desiring to acquire any part or all of the Shazes not purchased by the Company shall deliver to the Deceased Shareholder's personal representative a written election to purchase the Shares or a specified number of them (a "Surviving Notice"). If the total number of Shares specified in the Surviving Notices exceeds the number of available Shares, each Surviving Shazeholder shall have priority, up to the number of Shares specified in the Surviving Shazeholder's Surviving Notice, to purchase such portion of the available Shares as the number of Shares that the Surviving Shareholder holds bears to the total number of Shares held by all Surviving Shareholders. The Shares not purchased on such a priority basis shall be allocated in one or more successive allocations to those Surviving Shareholders electing to purchase more than the number of shares in which they have a priority right, up to the number of Shares specified in their respective Surviving Notices, in the proportion that the number of Shares (without counting Shares of the Deceased Shareholder being purchased) held by each of the Surviving Shareholders bears to the number of Shares (without counting Shares of the Deceased Shareholder being purchased) held by all the Surviving Shareholders. Within 10 days after receipt of the Surviving Notices from all Surviving Shareholders or, if some or all Surviving Shareholders make no election, within 10 days after the expiration of the 15-day period provided by this subsection for the making of an election, whichever is earlier, the Deceased Shareholder's personal representative shall notify in writing (the "Effective Notice") the Secretary of the Company and each Surviving Shareholder electing to purchase of the number of Shares to which any election was effective. (c) Option of Personal Representative. If the Company and the Surviving Shareholders do not elect to purchase all of the Shares owned by the Deceased Shareholder, the personal representative of the Deceased Shareholder shall have the right to require the Company to purchase any of the Shares that the Company and the Surviving Shazeholders have not elected to purchase. If the personal representative of the Deceased Shareholder elects to require the purchase of Shares pursuant to this subsection, the personal representative of the Deceased Shareholder shall state in the Effective Notice the number of Shares that the personal representative elects to require the Company to purchase. (d) Closing: Failure to Purchase All Shares. A closing to purchase all or part of the Shares of the Deceased Shazeholder shall be held not more than 120 days after the death of the Deceased Shareholder. Those Shares that are not purchased by the Company or the Surviving Shareholders from the estate of the Deceased Shareholder may thereafter be transferred by the personal representative of the Deceased Shareholder free of the provisions of this Agreement, but any such transfer shall comply with all applicable state and federal securities laws and the Company may require an opinion of counsel to the personal representative of the Deceased Shareholder to that effect. (e) Payment Terms. The total purchase price for Shares purchased under this Section shall be paid in cash or by certified check, except that at the option of the Company or each of those Surviving Shareholders electing to purchase Shares, as the case may be, up to 90% of the total purchase price paid by the Company or each such Surviving Shareholder maybe paid by the unsecured promissory note of the purchaser, with principal payable in equal installments on the last day of March, June, September and December of each year over a period of not more than 3 years, payments commencing not later than the end of the first full calendar quarter after 7 the closing date with interest from the date of the note on the outstanding balance, at the lowest rate of simple interest which would result in there being no unstated interest for purposes of Section 483 of the Internal Revenue Code of 1986. Each promissory note shall provide that if any installment of principal or interest is not paid when due, and if the default continues for a period of 15 days after notice, then, at the election of the holder, the full amount of the principal and interest remaining unpaid shall become immediately due and payable, and the maker shall pay reasonable attorney's fees to the holder in the event suit is commenced because of default. The maker of the note shall have the right to prepay the principal without penalty at any time and from time to time, but prepayments shall be in the inverse order of maturity. (f) Purchase of Life Insurance. The Company shall use its best efforts, but shall not be required, to maintain and hold available for purposes of this Section life insurance at a reasonable cost on the lives of the Shareholders in an amount sufficient to pay the reasonably anticipated Share Value of the Shazes owned by each Shazeholder, separate and apart from any life insurance that the Company may maintain for any other purpose. 5. Involuntary Transfers.In the event that the Shares owned by any Shareholder shall be subject to sale or other transfer by reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, (ii) distribution of marital property following divorce, or (iii) distraint, levy, execution or other involuntary transfer, the Shareholder owning the affected Shares shall give the Company and each other Shareholder written notice thereof promptly upon the occurrence of such event, stating the terms of such proposed transfer, the identity of the proposed transferee, the price, value or consideration, if readily determinable, on the basis of which the Shares are proposed to be transferred, and the number of Shares to be transferred. The Company and other Shareholders shall have the same rights of first refusal, respectively,. with respect to the Shares proposed to be transferred as are set forth in Section 3, except that the price to be paid for each Share shall be the lesser of the price, value or consideration assigned the Shares in the involuntary transfer or the Share Value. 6. Share Value. The "Share Value" shall be determined as follows: stock. (a) The initial Share Value shall be $ per shaze of the Company's capital (b) The Shaze Value may be redetermined at any time by written agreement of the Company and Shareholders holding, at the time, more than 50% of the then issued and outstanding shazes of the Company's capital stock. (c) If at any time the most recent determination of Shaze Value was made as of a date more than one yeaz previously but less than five years previously, the Share Value shall be adjusted as follows: For each complete fiscal quarter of the Company since the date of the last determination of Share Value, the net profits of the Company per Share (after taxes payable by the Company to the extent they have been determined at the time of the adjustment of the Share Value and exclusive of any proceeds of insurance on the life of a Shareholder received by the Company in connection with the Company's undertaking to maintain insurance to fund a purchase of Shares under Section 4 shall be added, and the unreimbursed net losses of the Company per shaze (after tax refunds) and any distributions paid on the Shares being valued since the date of the last determination of Share Value shall be subtracted from the most recent determination of Share Value. Net profits and net losses shall be determined by the Company's regularly engaged independent accountants in accordance with sound accounting principles and practices applied on a basis consistent with prior years and any such determination shall be final, conclusive and binding on all parties. (d) If at any time the most recent determination of Share Value was made five years or more previously, then the Share Value shall be the fair market value of a Share as determined by one or more independent appraisers selected by the Company. The cost of such appraisal shall be borne by the Company. An appraisal for purposes of Section 4 shall be made without discounts for minority interest or lack of marketability. 7. Forced Purchase or Sale. (a) Initiation of Offers. Independently of any other provision of this Agreement, any Shareholder (the "Initiating Shareholder") may, by written notice delivered to the other Shareholders (the "Other Shareholders") and to the Company, offer to buy all, but not less than all, of the Shares of the Company then owned by the Other Shareholders, for a specified price per Share (the "Offer to Buy"). The Offer to Buy shall be accompanied by an offer to sell all of the Shares of the Company then owned by the Initiating Shareholder at the same price per Share (the "Offer to Sell"). (b) Timing. (i) The Offer to Buy and the Offer to Sell shall remain open for the same period of time, which shall be at least 30 days. (ii) If the Offer to Buy is accepted by all of the Other Shazeholders, the purchase shall occur within 30 days of acceptance thereof. (iii) If the Offer to Buy is not accepted by all of the Other Shareholders, or if it is rejected by one or more of the Other Shareholders, then the Other Shareholders rejecting or not accepting the Offer to Buy (the "Rejecting Shareholders") shall be deemed to have accepted the Offer to Sell. Each Rejecting Shareholder shall purchase that proportion of the Shares of the Initiating Shareholder as the number of Shares held by the Rejecting Shareholder bears to the total number of Shares held by all Rejecting Shareholders. The closing shall take place within 30 days after the expiration of the Offer to Buy and the Offer to Sell. (c) P~ment. Payment for Shares of the Other Shazeholders upon acceptance of an Offer to Buy shall be made in cash. Payment for the Shares of the Initiating Shareholder upon acceptance or deemed acceptance of the Offer to Sell may be made in cash or, at the election of the Rejecting Shareholders, at least 25% in cash and the balance in the form of a note with the same terms as the note described in Section 3(bl and secured by a pledge of the Shaees of the Initiating Shareholder being purchased. (d) Limitations. An offer pursuant to this Section may only be made after 20 An offer under this Section may not be made at any time while there is an option pending under Section 4. 8. Limitations on Comuanv. (a) Purchase Generallv. The Company shall not exercise an option to purchase Shares, nor shall the Company be required to purchase Shares, if the purchase on the terms proposed would be prohibited at the time under 15 Pa.C.S. § 1551 or other applicable provision of law. 9 (b) Form of Note. A note issued by the Company in payment of the purchase price for Shares shall not provide that payment of principal and interest shall be made only if and to the extent that payment of a distribution to shareholders could then be made, unless the person to whom the note is to be issued shall agree to the inclusion of that provision. 9. S Corporation Provisions. (a) Election. Each Shareholder acknowledges that the Company and each other Shareholder have entered into this Agreement with the understanding and expectation that the Company will be taxed as an "S corporation" under (i) the tax laws of the United States; (ii) the tax laws of the Commonwealth of Pennsylvania; and (iii) unless otherwise agreed to by of the Shareholders, under the tax laws of each state where such status (or similar status) is available and in which at any time the Company does business or any Shareholder is resident. Each Shareholder (and each Shareholder's spouse) shall take all necessary and appropriate steps and execute all necessary and appropriate consents and other documents required to make each election to be taxed as an S corporation effective under the laws of the United States and the respective states in which the Company files an election to bean 5 corporation. (b) Power of Attorne . Each Shareholder (and each Shareholder's spouse) hereby irrevocably constitutes and appoints the President of the Company, or any successor, with power of substitution, his or her true and lawful attorney-in-fact and agent, to execute, acknowledge, verify, swear to, deliver, record and file, in such Shareholder's (or spouse's) name, place and stead, all consents, instruments, documents and certificates that may from time to time be required by the laws of the United States, the Commonwealth of Pennsylvania, or any other relevant state, to effectuate, implement and continue the valid existence of the Company as an S corporation (or similar status). This power-of-attorney is a special power and shall not be terminated upon the incapacity, disability or incompetence of a Shareholder (or spouse) and shall not be revoked and shall survive the assignment or transfer by a Shareholder (or spouse) of ail or part of his or her Shares. The existence of this power shall not preclude execution of any such instrument by a Shareholder (or spouse) individually on any such matter. 10. Closin s. The closing of any purchase and sale of Shares under this Agreement shall take place at the principal office of the Company (or such other location as may be agreed to by all parties involved). At the closing, the party selling Shares shall deliver the certificates for the Shares being sold, duly endorsed for transfer and free and clear of any lien, claim, charge, pledge, security interest or encumbrance whatsoever. 11. Stock Certificates. All certificates representing Shares shall be marked with the following legend: This certificate and the shares represented thereby are held subject to the terms and conditions of a certain Shareholders Agreement among the corporation and its then Shareholders, dated as of , 20 ,and all amendments thereto, and may not be transferred except in accordance with the terms and provisions thereof. A copy of the Shareholders Agreement and all amendments thereto is on file at the principal office of the corporation. 12. Election of Directors. (a) General Rule. So long as this Agreement remains in effect, the Shareholders will vote their Shares to elect directors of the Company in accordance with subsection (b). 10 (b) Proxv. Each Shareholder hereby appoints each of the other Shareholders as his or her true and lawful proxy and attorney-in-fact, during the term of this Agreement, with full power of substitution and resubstitution, to vote his or her Shares in such manner as to effectuate the intention of subsection (b). The proxies granted under this subsection are coupled with an interest and shall be irrevocable for as long as this section is in effect. 13. Notices. (a) General Rule. Notices and all other communications under this Agreement shall be in writing and shall be either hand delivered to the recipient or mailed by certified mail, return receipt requested, addressed as follows: If to the Company, to: If to the Shareholders, to: In the case of any other Shareholder, to the address of the Shareholder on the records of the Company. (b) Chance of Address. Any party hereto may designate a different address to which notices are to be sent by giving notice of such change of address in conformity with the provisions of this Section. (c) Time of Notice. Unless otherwise specified in this Agreement, all notices shall be deemed to have been given when delivered or mailed in accordance with this Section. 14. Termination. This Agreement shall continue in full force and effect until the earlier of: (a) such time as the holders of all of the Shares subject to this Agreement at the time shall agree to its termination; or (b) the Company shall close a public offering of an equity security of the Company. 15. Ri¢hts, Oblieations and Remedies. None of the parties hereto may assign, transfer or otherwise dispose of any of their rights or obligations under this Agreement. All rights and obligations under this Agreement shall inure to and be binding upon the parties hereto and each of their respective heirs, personal representatives, successors and assigns. The rights and obligations under this Agreement are several, with each party being completely free to enforce any or all rights or obligations under this Agreement against any other party with or without the concurrence or joinder of any other party. The Shares are unique, and the damages that might result to any party by breach of this Agreement by any other party are difficult to determine, and, therefore, in addition to all of the other remedies that may be available under applicable law, any party shall have the right to equitable relief, including, without limitation, the right to enforce specifically the terms of this Agreement by obtaining injunctive relief against any party violating its terms. 16. Fundamental Transactions. (a) General Rule. Except as provided in subsection (b), a Shareholder shall not vote his or her Shares in favor of an action to be effected under 15 Pa.C.S. Chapter 19, Subchapters B 11 through E, unless the transaction is approved by all other record and/or beneficial holders of Shares. (b) ExceQtions. Subsection (a) shall not apply to: (i) an amendment of the articles of incorporation of the Company which does not involve a reclassification of shares, or (ii) a merger in which the Company is the surviving corporation and which does not involve either special treatment of shares as authorized by 15 Pa.C.S. § 1906 or the issuance of new shares by the Company. (c) Proxv. Each Shareholder hereby appoints each of the other Shareholders as his or her true and lawful proxy and attorney-in-fact, during the term of this Agreement, with full power of substitution and resubstitution, to vote his or her Shares in such manner as to effectuate the intention of this section. The proxies granted under this subsection are coupled with an interest and shall be irrevocable for as long as this Agreement is in effect. 17. General. (a) ComQutation of Davs. In computing a number of days for any purpose under this Agreement, all days shall be counted including Saturdays, Sundays and holidays. (b) Headinss. All headings in this Agreement are for convenience only, and they do not form a part of this Agreement and shall not affect its interpretation. (c) Gender. Number and "Person". Words used in this Agreement, regardless of the gender or number specifically used, shall be deemed and construed to include any other gender, masculine, feminine or neuter, and any other number, singular or plural, as the context requires. The term "person" includes a corporation, partnership or other association, as well as a natural person. (d) Waiver. No course of dealing by any party or by the holder of any note that may be issued as permitted by this Agreement, nor any delay or failure on the part of any person to exercise any right shall operate as a waiver of such right or otherwise prejudice such person's rights, powers and remedies, nor shall any waiver of one breach be construed as a waiver of any rights or remedies with respect to any subsequent breach. (e) Enforceability. If any part of this Agreement is found to be invalid, illegal or unenforceable with respect to any person or set of circumstances under any present or future laws in effect at any time during the term of this Agreement, then and in that event it is the intention of the parties that the remainder of this Agreement shall not be affected thereby, and it is also the intention of the parties that in lieu of the part of this Agreement that is invalid, illegal or unenforceable, there be added as part of this Agreement a provision as similar in terms to such invalid, illegal or unenforceable part as may be possible and be valid, legal and enforceable. (f) Entire A~:reement. This writing represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection herewith. This Agreement may not be amended or modified except by an agreement in writing signed by each of the parties hereto at the time. 12 (g) Countemarts. This Agreement may be executed in several counterparts each of which is an original and any Shareholder may become a party hereto by executing a counterpart hereof. This Agreement and any counterpart so executed shall be deemed to be one and the same instrument. It shall not be necessary in making proof of this Agreement or any counterpart to produce or account for any of the other counterparts. (h) Governing Laws. This Agreement shall be governed by and interpreted and enforced in accordance with the substantive laws of the Commonwealth of Pennsylvania, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first written above. [Name of Company] By: Shareholders: Title: 13 Optional Provisions Opt. 1. Acquisition of Shares Upon Termination of Employment. (a) Required Resale. Upon termination of the employment with the Company of a Shareholder (the "Terminated Shareholder") for any reason except retirement pursuant to Company policy (in which case the provisions of this Section shall be inapplicable), the Terminated Shareholder shall sell and the Company shall purchase all of the Shares owned by the Terminated Shareholder at the time of such termination. A sale under this Section shall be deemed to have occurred on the date of termination of the Terminated Shareholder. (b) Voluntary Termination. In the event that the Terminated Shareholder has voluntarily terminated his employment with the Company, other than because of disability (in which event the provisions of Section Opt. 2 shall apply), the purchase price for the Shares of the Terminated Shareholder shall be paid in five annual installments commencing on the first anniversary of the termination of the Terminated Shareholder. Each installment shall be equal to 16% (one-fifth of 80%) of the Share Value of the Terminated Shareholder's Shares as of the close of the fiscal year of the Company immediately preceding the date of payment of the installment. Interest shall not accrue or be payable on such installments required under this subsection (b), the full purchase price for the Terminated Shareholder's Shares shall be deemed to have been paid. (c) Involuntary Termination. (i) In the event that the termination of employment of the Terminated Shareholder has been involuntary on his part, other than because of disability (in which event the provisions of Section Opt. 2 shall apply), the purchase price for the Shares of the Terminated Shareholder shall be equal to their Share Value at the time of termination and shall be payable in three equal annual installments commencing on the first anniversary of the termination. Interest shall not accrue or be payable on such installments. (ii) If a public offering of equity securities of the Company is consummated within 5 years after an involuntary termination subject to this subsection (c), the Terminated Shareholder shall have the option to repurchase from the Company that number of Shares equal to the number of Shares previously sold to the Company under subsection (a) times the product of 0.2 multiplied by the difference between five and the number of full years that have elapsed since the involuntary termination of the Terminated Shareholder. For example, if a public offering is conducted 26 months after an involuntary termination, the Terminated Shareholder will be entitled to repurchase 60% of his Shares. The number of Shares that may be repurchased shall be adjusted to reflect any change in the capitalization of the Company occurring after the involuntary termination. The option of the Terminated Shareholder under this paragraph (ii) shall be exercisable by written notice within 60 days after the consummation of the public offering. The purchase price shall be payable in cash or by certified check and shall be equal to that portion of the purchase price paid by the Company attributable to the Shares being repurchased by the Terminated Shareholder that has been received by the Terminated Shareholder from the Company. Opt. 2. Disability or Incapacity of a Shareholder. (a) Reauired Resale. In the event that a Shareholder becomes disabled or is declared legally incompetent (the "Disabled Shareholder") and as a result of such disability or incompetency the Disabled Shareholder is unable to discharge the duties of his employment with the Company for a 15 period exceeding two years, the Disabled Shareholder shall be required to resell to the Company either, at the option of the Disable Shareholder or his legal guardian, (i) one-half of the Shares owned by the Disabled Shareholder in equal installments over a period of three years, or (ii) all of the Shares owned by the Disabled Shareholder in equal installments over a period of five years. (b) Purchase Price. The purchase price for the Shares to be resold to the Company pursuant to subsection (a} in each installment shall be equal to their Share Value as of the second anniversary of the date the Disabled Shareholder first became disabled or was declared legally incompetent. The purchase price for the Shares sold in each particular installment shall be paid in cash or by certified check on the first anniversary of each such sale. (c) Termination of Required Resale. If the Disabled Shareholder returns to full-time employment with the Company, whether in the same or a different position from that previously occupied by him, before all of the installment sales of his Shares required by subsection (a) have been completed, the obligation of the Disabled Shareholder to make any further sales of his Shares pursuant to subsection (a) shall cease. , (d) Repurchase Option. If the Disabled Shareholder returns to full-time employment with the Company, whether in the same or a different position from that previously occupied by him, he shall have the option of repurchasing from the Company any Shares sold by him pursuant to subsection (a) within five years before the date of his return to full-time employment (the "Return Date"). The option granted in this subsection shall be exercised within 60 days after the Return Date. The purchase price for the Shares repurchased by the Disabled Shareholder pursuant to this subsection shall be paid in cash or by certified check at the time of exercise of the option and shall be equal to the price of the Shares paid by the Company at the time they were purchased from the Disabled Shareholder pursuant to subsection (a). The Company, at its sole option, may accept a promissory note of the Disabled Shareholder in payment of the purchase price, with principal repayable over not more than five years and bearing a commercially reasonable rate of interest. (e) Physical Examination. When so requested by the Company, the Disabled Shareholder shall submit to a physical examination conducted by a doctor selected by the Company to determine or verify the disability of the Disabled Shareholder. JOINDER TO SHAREHOLDERS AGREEMENT We, being the spouses of the Shareholders of (the "Company") hereby approve the foregoing Shareholders Agreement dated as of , 19 ,and any amendments thereto, restricting the transfer of Shares of the Company. We specifically waive any and all rights concerning the Shareholders Agreement and the Shares of the Company that we have or may have (including, but not limited to, equitable distribution rights) under the Commonwealth of Pennsylvania Divorce Code, and any amendments to such code or any successor law, or under any similaz law of any other jurisdiction, including, but not limited to, the right to claim or accept any portion of the Shares of the Company. Date: [Insert Name of Spouse] [Insert Name of Spouse] 16 Miscellaneous Provisions 15. Miscellaneous. 15.1 Indulgences. Waivers. Etc. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement ("Right") shall operate as a waiver thereof, nor shall any single or partial exercise of any Right preclude any other or further exercise of the same or of any other Right, nor shall any waiver of any Right with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. [1Vo waiver shall be effective unless it is in writing and is signed by the parry asserted to have granted such waiver.] Note: There is no need for this provision in a contract that does not require any further action of any of the parties after closing. The provision is relatively more advantageous for a party that has little to do after the closing (e.g., the landlord under a net lease, who does little beyond collecting rent), and is relatively less advantageous to a party required to perform numerous actions after the closing (e.g., the tenant under a net lease, who must not only pay rent, taxes and insurance on a timely basis, but must also perform numerous other acts to maintain the status of the property). Note: It may be appropriate to distinguish between waivers that require the written acknowledgment of only the waiving parry and those amendments or modifications of the agreement that must be in writing signed by all parties. Note: In a case where the defendant argued that the plaintiff's inaction functioned as a waiver of a contractual right by virtue of a very long delay in enforcing the right, under a contract which had an anti-waiver provision, the court rejected the defense, holding that the defendant's argument for a waiver in spite of such provision would work an absurd result. There are also precedents for a court finding that a course of conduct may constitute a waiver of anon-waiver provision in an agreement. Counsel giving an opinion on enforceability may want to note a reservation about this provision, especially if the final optional sentence is included. 15.2 Waiver of Rights. The foregoing conditions are for the sole benefit of Company and may be asserted by Company regardless of the circumstances giving rise to any such condition (including any action or inaction by Company) or may be waived by Company in whole or in part at any time and from time to time in its sole discretion, provided that any waiver must be in writing and signed by an authorized signatory of Company. The failure by Company at any time to exercise any right relating to any such condition shall not be deemed a waiver of any such right. The waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances. Each such right shall be deemed an ongoing right that maybe asserted at any time and from time to time. Note: The immediately preceding provision on "Waiver of Rights" can be modified as appropriate to be integrated with other provisions of the agreement. It is an alternative to the prior provision on "Indulgences, Waivers, Etc.' 15.3 Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance, remediation and enforcement (including, without limitation, provisions concerning limitations of actions) shall be governed by and construed in accordance with the domestic laws of the Commonwealth of Pennsylvania, notwithstanding any choice-of--laws doctrines of such jurisdiction or any other jurisdiction which. ordinarily would cause the substantive law of another jurisdiction to apply, without the aid of any canon, custom or rule of law requiring construction against the drafter[; except that the laws of shall apply to matters of internal governance of Company and the laws of shall apply to the validity and enforceability of liens recorded in such jurisdiction]. 15.4 Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and addressed as set forth below (or to such other address as a party may from time to time designate in writing in accordance with this Section): (i) If to Buyer: NAME STREET ADDRESS CITY, STATE AND ZIP CODE Attention: TITLE with a copy given in the same manner to: NAME OF COUNSEL Attention: CONTACT (ii) If to Seller: NAME STREET ADDRESS CITY, STATE AND ZIP CODE Attention: TITLE with a copy given in the same manner to: NAME OF COUNSEL Attention: CONTACT Each notice or other communication given to either party hereto in accordance with the provisions of this Agreement shall be deemed to have been received (a) on the Business Day it is sent, if sent by personal delivery, or (b) on the first Business Day after sending, if sent by overnight delivery, properly addressed and prepaid or (c) upon receipt, if sent by mail (regular, certified or registered); provided, however, that notice of change of address shall be effective only upon receipt. The parties agree that delivery of process or other papers in connection with any such action or proceeding in the manner provided in this Section 15.4, or in such other manner as may be pern~itted by law, shall be valid and sufficient service thereof. Note: References to telephone and facsimile numbers should be included only if the notice provision (or some other provision in the body of the agreement) contemplates a notice or communication given by telephone or facsimile. 2 Note: For purposes of courier or delivery service or hand delivery, a street address and not a post office box should be used. It is frequently desirable to make the primary recipient and the "Attention" recipient a title rather than a named individual, because a named individual may leave the entity or assume other duties and therefore cease to be the appropriate recipient. Note: BCL X1707 and NPCL X5707 eliminate the need for a notice that is otherwise required by an agreement in two circumstances: generally if the giving of the notice is then unlawful or, with respect to a shareholder of a business corporation or member of a nonprofit corporation, if the corporation has been unable to communicate with the shareholder or member for more than 24 consecutive months because the person has failed to provide the corporation with a current address. Note: A particular agreement may contemplate routine ongoing notices that are relatively unimportant, and other notices of major significance. The agreement may call for more elaborate and formal notice on major matters and less formal notice for routine matters. Note: For purposes of Securities Exchange Act Rule 14a-8(e)(2), a notice sent by fax at 5:00 p.m. on December 31, the final date for giving notice, was timely even though no one was in the recipient company's office until four days later. Weirton Steel Corp., SEC No-action letter avail. Apri18, 1999. Note: Set forth below are alternatives and variations regarding notice. It is possible to provide for notice by email or facsimile. Courier services may not provide a manually signed receipt of delivery or may provide such receipt only by special arrangement. Such practices may change from agreement date to notice date, and the sender may not, when sending a notice, focus on the receipt issue. Courier services may thus be an acceptable alternative to regular mail but not to certified or registered mail, or to delivery against receipt. (~ Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received [only] when personally delivered, or [one day following the day] when deposited with an overnight courier service such as FedEx, for delivery to the intended addressee or [two days following the day when deposited in the United States mails, first class postage prepaid, addressed as set forth below:] [or when delivered (personally, by courier service such as FedEx, or by other messenger) against receipt or upon actual receipt of registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below:] (Insert addresses) Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address to the other parties in conformity with the provisions of this Section for the giving of notice. Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received only (i) when personally delivered, or (ii) on the day specified for delivery when deposited with a courier service such as FedEx for delivery to the intended addressee, or (iii) [the earlier of actual receipt, as established by the sender, or] three (3) days following the day when deposited in the United States mails, registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below: 3 (Insert addresses) Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address to the other parties in conformity with the provisions of this Section for the giving of notice. 15.5 Exhibits [and Schedules]. All Exhibits [and Schedules] [including Schedules initialed by the parties containing information delivered prior to the execution of this Agreement as provided in Section hereof] attached hereto are hereby incorporated by reference into, and made a part of, this Agreement. Note: On occasion the parties may use Schedules which are not to be attached to the agreement. When such Schedules are used, the following language can be used following the first reference in the agreement to such a Schedule: ". .the list of describe materialL_ listed on Schedule A heretofore initialed by the parties (such schedule and similarly initialed schedules being referred to herein as `Schedules." Warranties should, of course, cover accuracy of Schedules that are intended to be part of the agreement as well as Exhibits to the agreement. 15.6 Binding Nature of Agreement: [No Assignment],. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective [heirs, personal representatives,] successors and assigns [, except that no party may assign or transfer its rights or obligations under or interest in this Agreement without the prior written consent of the other parties hereto]. 15.7 Assignments Prohibited. 15.7.1 No party shall [Company shall not] assign or suffer or permit an assignment, by operation of law or otherwise, of its rights or obligations under or interest in this Agreement without the prior written consent of the other party. 15.7.2 For purposes of this subsection, the term "assignment" shall be deemed to include a merger in which a party hereto [Company] is not the surviving entity, a consolidation or division of a party hereto [Company], a sale of all or substantially all of the assets of a party hereto [Company], or a change of control resulting from a sale or repurchase of shares or similar transaction involving a party hereto [Company]. A "change of control" shall be deemed to have occurred as a result of a merger or other transaction in which a party hereto [Company) is the surviving entity if some or all of and do not have sufficient voting power entitling them to elect at least a majority of the directors of the corporation immediately following the transaction. 15.7.3 In the event of a breach of this provision, the non-breaching party shall have the option, in addition to any other remedy available at law or in equity, to terminate this Agreement at any time after the breach occurs. [Any attempt to assign this agreement without the non-assigning parry's written consent shall be void and invalid, the assignee shall acquire no rights hereunder and the non-assigning parry shall not recognize the assignment.] 4 Note: Under the Restatement (Second) of Contracts ~322(2)(b), a "contract term prohibiting assignment of rights under the contract, unless a different intention is manifested ...gives the obligor a right to damages for breach of the terms forbidding assignment but does not render the assignment ineffective...." Note: Under the Restatement X322 and applicable Pennsylvania law, contractual provisions that limit or prohibit assignments only affect a party's right to assign the contract, but not his or her power to do so, unless the parties to the contract manifest an intent to the contrary with specificity. Note: The final optional sentence in the preceding paragraph contains various clauses which should suffice to manifest a different intention as contemplated by ~322(2)(b) - i.e., an intention to negate the power (as well as the right) to assign the agreement. In the absence of an anti-assignment provision, the Restatement (Second) of Contracts ~317(2)(a) provides that a contractual right can be assigned unless, among other exceptions, the substitution of the right of the assignee for the right of the assignor would materially change the obligor's duty, or materially increase the obligor's burden or the risk imposed on the obligor, or materially reduce the contract's value to the obligor. Note: There is authority in Pennsylvania that transactions such as mergers result in an automatic transfer of assets which is not characterized as a transfer by operation of law. See Sante Fe Enerev Resources. Inc. v. Manners, 430 Pa. Super. 621, 635 A.2d 648 (1993); Segal v Greater Valley Terminal Coro., 78 N J. Super. 42, 187 A.2d 374 (1963) (interpreting Pennsylvania law). Accordingly, the above provision enumerates specific types of events that are prohibited, in addition to assignments or transfers by operation of law. Note: It may be appropriate for a change of control provision to focus on only one party to the agreement. In other circumstances, it maybe appropriate to focus on multiple parties. Change of control provisions should be drafted carefully in light of the particular circumstances. Different provisions may be appropriate for public and private corporations. The foregoing treats a change of control as an assignment if the change results from a specific transaction such as an acquisition or a change of control resulting from a corporation's issuance of new shares or the redemption of outstanding shares. The parties may wish to have a general provision that specifies consequences of a change of control that may arise from other circumstances - e.g., a gradual sale of shares by the controlling shareholder, the death or incapacity of the named controlling person, etc. Note: The parties may wish to focus on specific aspects of the agreement that are non-assignable. Their concerns may be only that certain obligations not be assignable (although the assignment of an obligation may not relieve the assignor of the obligation to the obligee if the assignee does not perform). Their concern may be only that certain rights or benefits not be assignable. Therefore, an anti-assignment provision may be tailored further to the particular circumstances. 15.8 No Third-Party Beneficiaries. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors and [permitted] assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person. 5 Note: Indemnification provisions often are intended to benefit contracting parties' affiliates. Where it is intended that anon-party is to be a third party beneficiary of the agreement, such as payment to a creditor, the following can be added: provided, however, that the provision of Section hereof shall be for the benefit of and his [her, its] [heirs, personal representatives,] successors and assigns. 15.9 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. If executed in multiple counterparts, this Agreement shall become binding when two or more counterparts hereto, individually or taken together, bear the signatures of all of the parties reflected hereon as the signatories. (Facsimile counterpart signatures to this Agreement shall be acceptable at the Closing if the originally executed counterpart is delivered within a reasonable time thereafter.] [Any photographic, photocopy or similar reproduction copy of this Agreement, with all signatures reproduced on one or more sets of signature pages, shall be considered for all purposes as if it were an executed counterpart of this Agreement.] Note: It has been argued that there is no need for a counterpart provision to accomplish its intended purpose. See Howard Darmstadter, "What Is a Counterpart?", 7 Bus. Law Today 38 (Nov./Dec. 199. Indeed, a counterpart clause may have an unforeseen consequence. In Industrial Heat Treating Co., Inc. v: Toledo Stamping & Mfg. Co., 104 Ohio App. 3d 499 (1995), where two parties to a contract each signed a copy and left the copy with its own lawyer, but the contracts were never delivered to the other side, the Ohio court held that the two undelivered copies formed one binding agreement since the contract was not conditioned on delivery. The court relied in part on the document's. counterpart clause. If a counterpart clause is used, the parties should consider whether delivery of signed counterparts to all (or any) adverse parties is intended to be a condition to completion of the agreement. Language in the agreement itself may address that issue. 15.10 Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that any other provision may be invalid or unenforceable in whole or in part for any reason. [If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable or invalid in whole or in part for any reason, such provision shall be adjusted rather than voided, if possible to achieve the intent of the parties to the extent possible, and in any event the validity and enforceability of the remaining sections shall not be affected unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.] Alternative: 15.10 Provisions Se,~arable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that any other provision may be invalid or unenforceable in whole or in part for any reason. [If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.] 15.11 Entire Agreement and Non-Reliance. This Agreement [together with the related agreements referred to herein] [together with certain letters of even date] contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written [, including, without limitation, a letter of intent (agreement in principle] dated -, ]. In entering into this Agreement, no party is relying on any representation, warranty, inducement or other statement made by or on behalf of any other party except as contained herein. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. Note: Occasionally there are separate agreements or understandings (often in the form of "side letters' that are in fact part of the same overall transaction as the agreement being drafted. There maybe earlier contracts on subjects such as confidentiality that are intended to remain in effect as binding commitments. The drafter might not want such separate contracts to be considered as isolated and self- contained contracts independent of the agreement being drafted - e.g., the drafter of the agreement being drafted may wish to assert, as a defense against a charge of breach at a future date, that performance was excused because the other party had breached another contract that was an integral part of a single overall transaction. In such circumstance, the foregoing clause (sometimes referred to as a "merger" or "integration" clause) should not be used without a modification that properly reflects the overall transaction, including a reference to any earlier or contemporaneous contracts or documents that are to be considered integral parts of the transaction reflected in the agreement being drafted. Note: Notwithstanding aprovision of this nature, it is possible that a court may find that there are additional terms under the doctrine of "necessary implication" - e.g., the implied term that imposes a duty of good faith and fair dealing. If a contract does not provide a term for performance, a court may imply a reasonable term. Note: In certain cases involving fraud, a court may admit parol evidence of undertakings or representations not in an agreement, notwithstanding an integration clause in such agreement. The enforceability of a merger clause may depend on the specific relief sought - e.g., rescission of the contract for fraud (in which case the clause will not be enforced) or affirming the contract and seeking damages (in which case the clause will be enforced). Note: A court may construe this so-called integration or merger provision narrowly to preclude evidence of another agreement or understanding only if it relates directly to a subject dealt with expressly in the agreement containing this provision, but not to closely related matters that might have been dealt with therein. Note: If a transaction involves the purchase or sale of a security, a parry might assert that a material misstatement ox omission in the course of the transaction gives rise to a claim under the antifraud provisions of the federal securities laws, even if the misstatement or omission did not relate to language in the agreement in question, and that the foregoing provision was void as a matter of law insofar as it purported to waive a claim under such antifraud provisions. 7 Note: If an earlier letter of intent, confidentiality agreement or other agreement contains binding provisions that are intended to survive the signing of this agreement, this provision should be modified appropriately. Note: The foregoing "Entire Agreement" clause can be integrated with the "Disclaimer of Representations" clause that follows. 15.12 Disclaimer of Representations. Except as expressly set forth in Section _ hereof [and the Schedules referred to therein], Company has not made any representations or warranties to Buyer and Buyer expressly acknowledges that it is not relying on any other information received from Company or its representations (including, without limitation, any projections, forecasts or forward-looking information). Note: Aso-called non-reliance clause in a written stock sale agreement was given effect to preclude reliance on an alleged oral representation in Rissman v. Rissman, 213 F.3d 381 (7th Cir. 2000), cert. dismissed 121 S. Ct. 508 (2000). But see Harsco Corp. v. Segui, 91 F.3d 337 (2d Cir. 1996) on the utility of this clause. 15.13 Due Diligence Acknowledged. Buyer acknowledges that it has had ample opportunity to conduct such due diligence investigation of Company's affairs as Buyer considered appropriate, including the opportunity to visit Company's business locations, interview its personnel and examine its books and records. [Buyer acknowledges that all information requested has been supplied. Buyer acknowledges that, in entering into this Agreement, it is relying upon its own evaluation of Company's business and prospects and the representations and warranties of Company contained in Section _ hereof [and the Schedules referred to therein], but no other information received from Company or its representatives.] Note: This provision should be tailored to recite the facts appropriately. 15.14 Amendments and Modifications. This Agreement may not be amended or modified other than by an agreement in writing signed by all of the parties. [Notwithstanding the foregoing, however, nothing shall preclude any two [or more] parties from agreeing,in writing to a modification of their rights and duties with respect to each other, but no such agreement shall be binding on parties to this Agreement who have not consented in writing thereto.] Note: The optional provision on modification would be appropriate for amulti-party agreement, to permit some parties to modify rights among themselves, without affecting other parties to the agreement who do not participate in the modification. For example, if a shareholders' agreement among many parties provided for reciprocal purchase/sale obligations in the event of a death or disability, the suggested provisions would permit some of the parties to cancel the reciprocal obligations among themselves, without affecting the rights and duties of the other parties, and without the consent of the other parties. Note: It may be appropriate to distinguish between waivers that require the written acknowledgment only of the waiving party and amendments or modifications of the agreement that must be in writing signed by all parties. Counsel giving an opinion on enforceability may want to note a reservation about this provision. Note: Notwithstanding aprovision in the agreement that it may be amended only in writing, a written contract which is not for the sale of goods may be modified orally. An agreement that prohibits non-written modifications may be modified by subsequent oral agreement if the parties' conduct clearly shows the intent to waive the requirement that the amendments be made in writing. An oral contract modifying a prior written contract, however, must be proved by clear, precise and convincing evidence. 15.15 Section [ParagraPh~] Headings [and Recital. The Section [and Subsection] [Paragraph and Subparagraph] headings in this Agreement [and the recitals at the beginning of this Agreement] are for convenience only; they form no part of this Agreement and shall not affect its interpretation. 15.16 Interpretation. 15.16.1 When a reference is made in this Agreement to a section or article, such reference shall be to a section or article of this Agreement unless otherwise clearly indicated to the contrary. Note: This provision eliminates the need for "hereof ' to follow internal cross references to other Sections of the same agreement. 15.16.2 Whenever the words "include," "includes" or "including" are used in this Agreement they shall be deemed to be followed by the words "without limitation." 15.16.3 References to any document (including this Agreement) are references to that document as amended, consolidated, supplemented, novated or replaced by the parties from time to time. 15.16.4 The words "hereof," "herein" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified. 15.16.5 The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. 15.16.6 References to a person shall include references to any individual, company, body corporate, association, entity, partnership, firm, joint venture, trust and governmental agency; and a reference to any party to this Agreement or any other agreement or document shall include such party's successors and permitted assigns. 15.16.7 References to an "affiliate" of any person shall include references to any person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with such person. 15.16.8 References to the knowledge of any party shall be deemed to include the president, chief financial officer, each vice president, and persons serving in similar roles, of such party. 9 15.16.9 References to law shall include references to any constitutional provision, treaty, decree, convention, statute, act, regulation, rule, ordinance, subordinate legislation, rule of common law and of equity and judgment; references to any law are references to that law as amended, consolidated, supplemented or replaced from time to time; and references to a judgment shall include references to any order, injunction, decree, determination or award of any court or tribunal. 15.16.10 References to $ are to United States Dollars, and references to time, unless otherwise provided, are references to prevailing Eastern time in the United States. 15.16.11 As used in this Agreement, any reference to any event, change or effect being material or having a material adverse effect on or with respect to any entity (or group of entities taken as a whole) means such event, change or effect is materially adverse to (i) the prospects, consolidated financial condition, businesses or results of operations of such entity as a whole (or, if used with respect thereto, of such group of entities taken as a whole) or (ii) the ability of such entity (or group) to consummate the Transactions. 15.16.12 Each agreement, representation and warranty contained herein is independent of all other agreements, representations and warranties contained herein (whether or not covering an identical or a related subject matter) and must be independently and separately interpreted, complied with and satisfied despite any actual or apparent overlap. Exceptions or qualifications to any agreement, representation or warranty contained herein shall not be construed as exceptions or qualifications to any other agreement, warranty or representation. 15.16.13 The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. 15.17 Number of Davs. In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday on which national banks are or may elect to be closed, [on which governmental offices of the Commonwealth of Pennsylvania are not open generally for non-emergency business,] then the final day shall be deemed to be the next day which is not a Saturday, Sunday or such holiday. 15.18 Force Majeure. Neither party shall be responsible for failure or delay in performance hereunder by reason of fire, flood, riot, strikes, bomb or other threat, labor disputes, freight embargoes or transportation delays, acts of God or of the public enemy, war or civil disturbances, national disaster or similar unforeseen factors outside such party's reasonable control, or any existing or future laws, rules, regulations or acts of any government ('including any orders, rules or regulations issued by any official or agency or such government) affecting such party or failure of any supplier of a party to provide the raw materials to such party that would delay or prohibit performance hereunder. 15.19 Expenses of the Parties. Each party shall bear the expenses incurred by such party in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby [, except that the expenses of Company shall be deemed to be expenses of, and shall be borne by, the Shareholders]. 10 15.20 Waiver of ~ury Trial. THE PARTIES HEREBY EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER OF THEM RELATING TO THIS AGREEMENT. [BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MORE QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON, THE PARTIES PREFER, BASED ON THE ADVICE OF THEIR COUNSEL, THAT ANY DISPUTE BE RESOLVED BY A JUDGE APPLYING APPLICABLE LAW.] 15.21 urisdiction. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may [shall] be brought against any of the parties [only] in the courts of the State of ,County of , or, if it has or can acquire the necessary jurisdiction, in the United States District Court for the District of ,and each of the parties consents to the [exclusive] jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and [irrevocably] waives any objection [based upon inconvenience of the forum or otherwise] to venue laid therein. [Notwithstanding the foregoing, nothing in this Section is intended to prevent either party from instituting an action in any jurisdiction for the sole and exclusive purpose of enforcing a judgment by a court in the jurisdictions referred to in the preceding sentence.] [The provisions of this Section shall also apply to any actions involving directors, officers, shareholders, controlling persons and affiliates of brought [by or] against them in their respective capacities as such.] 15.22 Dispute Resolution Procedures. 15.22.1 Informal Dispute Resolution. Any controversy between the parties with respect to this Agreement ("Dispute', shall be resolved as follows: (a) In the event of a Dispute, each party shall within seven days of such Dispute having arisen, prepare and deliver to the other party a memorandum setting out its position on the matter and its reasons for adopting such position. Each such memorandum shall be considered by the respective Chairmen or Chief Executive Officer of the parties who shall meet together within seven days of receipt of the memoranda and use their reasonable endeavors to resolve the Dispute. (b) If the respective Chairmen or Chief Executive Officer of the parties are able to reach agreement within a period of 21 days of receipt of the memoranda, they shall jointly issue a statement setting out the terms of such agreement and the parties shall abide by such decision. 15.22.2 Arbitration. (a) If the respective Chairmen or Chief Executive Officer of the respective parties are unable to reach agreement within a period of 21 days of receipt of the memoranda, then the Dispute shall be resolved through commercial arbitration conducted in accordance with the Rules of Commercial Arbitration of the American Arbitration Association, with any hearing(s) to be held in Philadelphia, Pennsylvania. (b) Any arbitration pursuant to this Agreement shall be conducted by one arbitrator selected by the parties; if the parties cannot agree upon an arbitrator, then 11 each party shall select one arbitrator and the two arbitrators so selected shall select a third arbitrator; if the two arbitrators cannot agree upon a third arbitrator they will request the American Arbitration Association, or its successor, to provide a list from which such two arbitrators shall select the third arbitrator in accordance with the rules of the American Arbitration Association. (c) The judgment rendered in any such arbitration shall be final and binding upon the parties and maybe entered in any court having jurisdiction thereof. (d) Notwithstanding anything contained in this Section to the contrary, in the event of a breach or threatened breach by either parry of its obligations to the other with respect to non-competition, non-solicitation of customers or employees or confidentiality, then the aggrieved party shall be entitled to obtain equitable relief, including injunctive relief, without the necessity of posting a bond. 15.23 Service. Service of process and any other notice in any legal action, arbitration, suit or proceeding arising out of or relating to this Agreement shall be effective against any party if given as provided in Section 15.4 above. Any party may serve process in any other manner permitted by law. Process in any action or proceeding referred to in the preceding sentence maybe served on any party anywhere in the world. 15.24 Equitable Remedies. Seller/Employee agrees that any violation of this Agreement will cause immediate and irreparable harm to Buyer/Company, the amount of which will be impossible to estimate or determine. Seller/Employee further agrees that Buyer/Company shall have the right to equitable relief by injunction or otherwise (without the necessity of positing bond or other security) and Seller/Employee hereby knowingly waives the claim or defense that Buyer/Company has an adequate remedy at law. The rights and remedies of Buyer/Company under this Agreement are cumulative and are in addition to all other rights and remedies Buyer/Company may have under any local, state or federal law, rule or regulation or otherwise. It shall not be a defense to Buyer/Company's enforcement of this Agreement that Buyer/Company did or may have breached this Agreement or any other agreement with Seller/Employee, any such defense to Buyer/Company's enforcement of the provisions of this Agreement being hereby waived. 15.25 Recover~T of Fees by Prevailing Party. The parties agree that if any party seeks to resolve a dispute hereunder pursuant to a legal proceeding, the prevailing party in such proceeding shall be entitled to recover from the other parry reasonable fees and expenses (including reasonable counsel fees and expenses) incurred in connection with such proceeding. 15.26 Further Assurances. Each party agrees (a) to furnish upon request to each other parry such further information, (b) to execute and deliver to each other parry such other documents, and (c) to do such other acts and things, all as another party may reasonably request for the purpose of carrying out the intent of this Agreement [and the documents and transactions referred to in this Agreement] [but this provision shall not require that any additional representations or warranties be made and no parry shall be required to incur any material expense or potential exposure to legal liability pursuant to this Subsection]. Note: This provision seems relatively benign, especially without the bracketed material, but, if broadly constructed, it could give rise to obligations that are difficult, burdensome or impossible to fulfill - e.g., delivery of a legal opinion. 12 15.27 Duty of Cooperation. Each party shall cooperate [in good faith] with the other parties generally, and in particular will make available, as the other parties reasonably request, management decisions, liaison personnel, information, approvals and acceptances so that the other parties may properly perform their obligations under this Agreement. 15.28 Best Efforts. Whenever the term "best efforts" is used, such efforts shall not include any obligation to incur substantial expense or liability. Note: It may be desirable for parties to address more specifically, possibly at the place in the agreement where the best efforts undertaking is stated, the specific steps required in a particular factual context of a party who has undertaken to use best efforts. For example, must a party obligated to use best efforts to obtain a thirty party's consent extend consideration to the third party? If a parry is obligated to use best efforts to have another person's personal guarantee of a debt released, must such party offer its own guarantee to the creditor? Similar considerations apply if a party has undertaken to use "commercially reasonable" efforts, "good faith" efforts or some similar term to achieve a particular objective. 15.29 Time of the Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence. 15.30 Confidentiality: Publicity. The parties acknowledge that the transaction described herein is of a confidential nature and shall not be disclosed [prior to the Closing] except to consultants, advisors and Affiliates, or as required by law. None of the parties hereto shall make any public disclosure of the terms of this Agreement [prior to the Closing], except as required by ]aw [, such requirement to substantiated by a written opinion of counsel]. The parties shall endeavor to make only those press releases or other public disclosures as are required by law; provided, however, that no press release or other public disclosure [prior to the Closing] shall be made without a minimum of 24 hours' prior consultation with the other parties. Note: In some cases, the provision on confidentiality concerning the existence of the agreement may be appropriate only during the period between signing and closing. As another variation, the parties may agree that the fact of the agreement may be disclosed (either pre- or only post-closing), but that specified terms will be kept confidential. This provision, if used, should be drafted on a basis consistent with, and possibly should incorporate by references, any separate confidentiality agreements intended to survive the signing of this agreement. Note: The parties may wish to address whether a party wishing to register securities under the Securities Act of 1933 or state securities laws, either voluntarily or pursuant to a contractual obligation (which may run to a person not party to the current agreement), is permitted to make public disclosures that would be prohibited otherwise. 13 ~_ c ~__ f L. `~_. L_ ~~'.HIBIT D ~-. l _. r UNIT 1 BUSINESS ENTITIES Division 1 Formation of Corporations CHAPTER 12 CLOSE CORPORATIONS PART IV. FORMS B. Shareholder Control Devices 2-12 Pennsylvania Transaction Guide--Legal Forms § 12.211 § 12.211 Buy-Sell Agreement [1] Comment ja] Use of Form. This form illustrates a complete buy-sell agreement under which a statutory close corporation is obligated to purchase, and the deceased shareholder's estate is obligated to sell, all of that shareholder's interests in the corporation. Shares of a corporation that does not elect to become a statutory close corporation must conspicuously and specifically state transfer restrictions on the share certificates [15 Pa. Cons. Stat. 5 15291f)]. The agreement also provides that if a shareholder desires to dispose of shares during his or her lifetime, the corporation has the first option to acquire the shares and the remaining shareholders have a second option to acquire any shares not acquired by the corporation. The provisions for funding the corporation's obligation by the purchase of life insurance may be deleted if the corporation intends to provide its own funds. [b] Valuation. A buy-sell agreement usually establishes the method for determining the purchase price of the shares subject to the agreement. In most situations, if a shareholder receives agood-faith offer for the purchase of the shares, the purchase price is the price offered by the proposed transferee. However, if the shares are being transferred involuntarily or on the death of a shareholder, another method must be provided. In addition, the price determined under the agreement for buying the shares from a decedent's estate wiil only determine their value for estate tax purposes if the decedent was not able to sell the shares at another price during life [see Treas. Re4. ~ 20.2031-2(h); see also ~ ~ 12.34(41]. One of two valuation methods is commonly used: (1) book value of the shares either on the date of the transfer or according to the last balance sheet of the corporation before the transfer; or (2) an independent appraisal. Other less common means of valuing shares include the capitalization of earnings approach over a period of years, book value plus goodwill value, and an agreed price determined by the shareholders and reevaluated annually. Different types of valuation methods are suitable to particular corporations. For example, in a corporation that primarily provides personal services, the best method is the capitalization of earnings approach because that method takes into account the goodwill of the business and its past performance over a specified period of time. This form establishes the purchase price of the shares at book value as determined on the last day of the month immediately preceding the date of death or termination or the date that notice was given of intent to sell the shares. The form also provides that the price paid under the agreement on the death of a shareholder is the greater of the proceeds of the life insurance policy or the price chosen under this method. This clause prevents the surviving shareholders from gaining a windfall if they overinsure the decedent or if the value of the shares substantially decreases from the time the insurance was obtained. [c] Funding With Life Insurance. The most common method of funding the purchase of shares in connection with a buy-sell agreement is the purchase of insurance on the life of each shareholder. If the proceeds of the insurance policy, whether the policy is owned by the corporation or the surviving shareholders, are payable to the policy owner, they are not included in the gross estate of the decedent shareholder L1956-2 C.B. 599. Rev. Rul. 56-397]_ No taxable income is incurred by a corporation that receives life insurance proceeds as owner of the policy [I.R.C. ~ 101(a)]; nor do the surviving shareholders have income when the corporation uses the proceeds to buy out or redeem the decedent's shares [seeHolsey v. Commissioner of Internal Revenue, 258 F.2d 865 (3d Cir. 1958 1958-2 C.B. 920, Rev. Rul. 58-6141. In an agreement to purchase shares solely among the shareholders, the transaction is treated for tax purposes as a sale of the shares. Ordinarily, the selling price is equal to the tax basis of the shares in the hands of the estate or ben- eficiary of the shareholder, and neither gain nor foss is realized on the transaction. If the corporation purchases the shares, the transaction usually constitutes a redemption of shares, which is taxable as a capital gain. However, transactions that do not meet the requirements of Internal Revenue Code Section 302 may result in income that is taxable as a dividend [see I.R.C. ~ 301]. If the life insurance purchased to fund abuy-sell agreement is owned by the shareholders and the corporation pays the premiums on the policies, the premium payments are taxable income to the shareholders [Treas. Re4. ~ 1.61-2(d)(2)]. The premiums paid by a corporation in funding its option to purchase its shares are not deductible for income tax purposes [I.R.C. § 264(a)(1)]. Tax aspects of buy-sell agreements and share transfer restrictions are further discussed in + Section 12.34. [2] Form Buy-Sell Agreement BUY-SELL AGREEMENT This Agreement is made on [date ], among [names of shareholders ] (Shareholders) and between the Shareholders and [name of corporation ] (Corporation), a corporation under the Pennsylvania Business Corporation Law of 1988. RECITALS Each Shareholder owns [number ] of the Corporation's shares, and together the Shareholders own al{ of the Corporation's outstanding shares; and The parties believe that it is in the best interest of the Corporation and the Shareholders to make provision for the future disposition of the shares of the Corporation; and The purpose of this Agreement is to provide for continuity in the management and policies of the Corporation by providing for the purchase of any deceased Shareholder's shares by the Corporation and by giving the Corporation and the Shareholders the first option to purchase any shares attempted to be sold by a Shareholder during his or her lifetime; It is agreed as foiVows: ARTICLE ONE RESTRICTIONS AND NOTICE Restriction on Transfer 1.01. Except as expressly provided in this Agreement, no Shareholder may assign, transfer, or in any manner dispose of, or permit a levy or attachment on, any part of his or her shares without the written consent of: (a) the Board of Directors of the Corporation; and (b) the other Shareholders. Agreement Available for Inspection 1.02. An original copy of this Agreement shall be delivered to the Secretary of the Corporation and maintained at the principal executive office of the Corporation available for inspection by any person requesting to see it. Notation on Share Certificates 1.03. The Shareholders agree, immediately after execution of this Agreement, to present the certificates representing the shares in the Corporation currently owned, to the Secretary of the Corporation and cause the Secretary to stamp on each certificate the following notation in a conspicuous manner: [The following caveat is not sufficient for notice to transferees of shares of corporations that are not statutory close corporations. A corporation that is not a statutory close corporation must specifically and conspicuously state transfer restrictions on share certificates.] "THE RIGHTS OF SHAREHOLDERS IN A STATUTORY CLOSE CORPORATION MAY DIFFER MATERIALLY FROM THE RIGHTS OF SHAREHOLDERS IN OTHER CORPORATIONS. COPIES OF THE ARTICLES OF INCORPORATION AND BYLAWS, AGREEMENTS AMONG SHAREHOLDERS OR OTHER DOCUMENTS, WHICH MAY RESTRICT TRANSFERS AND AFFECT VOTING AND OTHER RIGHTS, MAY BE OBTAINED BY A SHAREHOLDER ON WRITTEN REQUEST TO THE CORPORATION." ARTICLE TWO OBLIGATION ON SHAREHOLDER'S DEATH Purchase and Sale of Shares of Deceased Shareholder 2.01. On the death of any Shareholder, the Corporation shall purchase from the decedent's personal representatives, and the decedent's personal representatives shall sell to the Corporation, all of the shares of the Corporation owned by the decedent at the time of death, according to this Agreement. Determination of Purchase Price 2.02. On the death of a Shareholder the purchase price shall be the greater of the following two amounts: (a) the value of his or her stock as established in accordance with Paragraph 2.03; or (b) an amount equal to the total proceeds of the policies on his or her life that are subject to this Agreement. The term "proceeds" includes the face value of the policy and any additions, dividends, or accumulations paid with the claim, less any loans and unpaid interest outstanding against the policy. Determination of Value of Shares 2.03. The value of the shares of each Shareholder to be sold pursuant to this Agreement shall be the book value of the shares as determined on the last day of the month immediately preceding the date of death. The book value shall be determined by first adding as of the valuation date the capital, surplus, and undivided profits, after having deducted any reserves previously established. The sum of these items shall be divided by the number of shares outstanding as of that date, and the quotient shall represent the book value of each share. Purpose and Provisions of Insurance 2.04. To assure that all or a substantial part of the purchase price for the shares of a deceased Shareholder will be available immediately in cash on his or her death, the Corporation has procured and made subject to this Agreement insurance on the lives of the Shareholders as follows: a. [Name of shareholder ] issued by ] in the face amount of $ , owner, and beneficiary of the policy. b. [Name of shareholder ] issued by ] in the face amount of $ , owner, and beneficiary of the policy. is insured under Policy No. [name of insurance company and the Corporation is the applicant, is insured under Policy No. [name of insurance company and the Corporation is the applicant, c. [Name of shareholder ] is insured under Policy No. issued by [name of insurance company ] in the face amount of $ ,and the Corporation is the applicant, owner, and beneficiary of the policy. Maintenance of Policies 2.05. So long as this Agreement is in effect, the Corporation agrees that it shall maintain the insurance provided in Paragraph 2.04, or additional or similar insurance under Paragraph 2.06, in full force and effect and shall pay all premiums due on all policies issued to it subject to this Agreement. The Corporation shall be the beneficiary and sole owner of all policies issued to and maintained by it subject to this Agreement. Additional or Substituted Insurance 2.06. The Corporation may procure additional policies on the lives of the Shareholders to maintain parity between the value of the life insurance policies owned by the Corporation under this Agreement and the value of the shares subject to this Agreement. Any additional policies for this purpose shall be owned by the Corporation and made payable to it. Other policies may be substituted for any policies made subject to this Agreement, and any policies may be withdrawn. Any addition, substitution, or withdrawal of policies shall be endorsed and signed by the Corporation and Shareholders and attached to this Agreement as Appendix Collection and Payment of Insurance Proceeds 2.07. On the death of a Shareholder, the Corporation agrees to collect the proceeds of the policy or policies payable to it by reason of the Shareholder's death and to pay the proceeds to the estate of the deceased Shareholder as is necessary to purchase the shares of the deceased Shareholder at the price determined in this Agreement. Purchase Price in Excess of Insurance Proceeds 2.08. If the amount of insurance proceeds accruing to the Corporation under Paragraph 2.07 is less than the total purchase price to be paid for the shares of the deceased Shareholder, the balance of the purchase price shall be paid in [e.g., twenty-four] consecutive monthly payments beginning [e.g., three] months after the date of the decedent's death. The unpaid balance of the purchase price shall be evidenced by a series of negotiable promissory notes made by the Corporation to the order of the estate of the deceased with interest at percent a year and with full privilege of prepayment of all or any part of the principal at any time without penalty or bonus. Each note shall provide that in the event of default in payment of the principal, all notes subsequently due shall become due and payable immediately. Payment of Purchase Price 2.09. The purchase price payable to the estate of the deceased Shareholder shall be paid in cash, or in cash and notes, to the estate of the deceased Shareholder on: a. The estate of the deceased Shareholder becoming capable of transferring to the Corporation full legal and equitable tax-free title to the shares of the deceased Shareholder; and b. Delivery to the Secretary of the Corporation of the certificate representing the shares of the deceased Shareholder properly endorsed in the manner required to transfer full legal and equitable tax-free title of those shares to the Corporation. Costs of Performance 2.10. The estate of the deceased Shareholder shall bear, and shall hold the Corporation harmless from, all costs and expenses required for securing any court orders, court decrees, court approvals, inheritance tax clearances, and estate tax clearances required to enable the estate of the deceased Shareholder to transfer to the Corporation full legal and equitable tax-free title to the shares of the deceased Shareholder in the Corporation. Estate of Deceased Shareholder Defined 2.11. The term "estate of the deceased Shareholder" as used in this Agreement, shall include as those terms are understood under the laws of the State of a. The personal representative of the estate of the deceased Shareholder. b. The surviving joint tenant of the deceased Shareholder when shares of the Corporation are owned by the deceased Shareholder and a person who is not active in the business of the Corporation as joint tenants. c. Any other person who may, because of the community property or other law of any jurisdiction, acquire without formal probate proceedings any right, title, or interest in or to the shares of the deceased Shareholder in the Corporation because of the death of the Shareholder. Closing 2.12. The closing of the purchase and the sale shall take place at the office of the Corporation at a date designated by the Corporation, which shall not be more than [e.g., 120] days following the date of the qualification of the personal representatives, and not less than [e.g., ten] days following that date. However, the closing shall take place, regardless of the date of qualification of the personal representatives, within [e.g., six] months of the date of the death of the decedent. Inability or Unwillingness to Purchase 2.13. If the Corporation has insufficient earned surplus to permit the lawful purchase of the shares, or if the Corporation is otherwise unable or refuses to purchase all of the decedent's shares, the obligation of the Corporation with respect to the shares shall be deemed assumed proportionately by the surviving Shareholders. ARTICLE THREE TRANSFER OF SHARES DURING SHAREHOLDER'S LIFE First Purchase Option 3.01. If any Shareholder desires to dispose of any shares in the Corporation during his or her lifetime, the Shareholder shall first offer to sell the shares to the Corporation and the other Shareholders by giving them written notice to that effect. The notice must specify the number of shares offered for sale and must be given in the manner prescribed by Paragraph 6.06. The Corporation shall have the option for [e.g., thirty] days after receipt of the notice to purchase any or all of the offered shares at the price established in accordance with Paragraph 2.02, determined as of the date of the notice. [If good faith offers are to be matched, add the fa//owing: However, if any Shareholder receives a good faith offer for some or all of his or her shares, the price to be paid by the Corporation shall be the purchase price established in that offer, payable in the same manner and on the same terms and conditions as set forth in the offer.] Second Purchase Option 3.02. At the end of its option period, the Corporation shall notify the Shareholders of any number of shares it has elected not to purchase, and the Shareholders shall have the option for [e.g., thirty] days after that notification to purchase a{I of the shares offered for sale not purchased by the Corporation. Each Shareholder shall have the right to purchase the portion of the shares offered for sale as the number of shares owned by him or her at that time shall bear to the total number of shares owned by all the other Shareholders excluding the selling Shareholder. However, if any Shareholder does not purchase his or her full proportionate allotment of the shares, the unaccepted shares may be purchased by the other Shareholders. If all of the offered shares are not purchased by either the Cor- poration or the Shareholders, or both, before the expiration of the second option period, the selling Shareholder shall be under no obligation to sell any of the offered shares to the Corporation or other Shareholders but may dispose of the shares in any lawful manner. Payment of Purchase Price 3.03. The purchase price for any shares being sold voluntarily by the Shareholder under this Article shall be satisfied by a cash payment to the Shareholder at the time of closing in the amount of percent of the purchase price and the execution of a promissory note by the Corporation, as maker, to the Shareholder, as payee, in the amount of the remaining balance. The promissory note shall be payable at the Corporation's option, either in [e.g., ten] equal annual installments or in [e.g., 120] equal monthly installments, plus interest at a rate not to exceed percent a year. The promissory note shall provide that the maker shall have the privilege of prepaying all or any part of the note at any time with interest to the date of prepayment, that a default in any payment when due shall cause the remaining unpaid balance to become immediately due and payable, and that the maker shall pay all costs and expenses of collection, including reasonable attorneys' fees. Purchase Price on Termination of Employment 3.04. On the termination of employment of a Shareholder by the Corporation, or on resignation of a Shareholder acting as a director or officer of the Corporation, all shares owned by the Shareholder shall be sold and purchased as provided in Article Two of this Agreement, except that the shares shall be valued as of the last day of the month immediately preceding the date of termination. ARTICLE FOUR OBLIGATION OF SHAREHOLDERS Purchase by Shareholder 4.01. If any Shareholder purchases shares under this Agreement, except when the entire purchase price is paid in cash, the purchaser shall, after delivery of the purchased shares, endorse the share certificates issued to the purchaser and deliver them to the seller as collateral security for the payment of the unpaid price. The shares shall be held as collateral until the entire purchase price has been paid. While the shares are held as collateral security and so long as the purchaser is not in default, the purchaser shall be entitled to all voting rights with respect to the shares. ARTICLE FIVE UNNECESSARY INSURANCE POLICIES Disposition 5.01. If either the Corporation or one or more Shareholders, or both, acquire all of a Shareholder's shares during the selling Shareholder's lifetime pursuant to this Agreement, any life insurance policies on the life of the selling Shareholder shall be held by the Corporation until the price for the shares is fully paid, and the Corporation shall continue to pay the premiums. When the price is fully paid, and for days after that time, the selling Shareholder shall have the right to purchase all of the contracts of insurance on his or her life. Further, upon termination of this Agreement for any reason, each Shareholder shall have the right to purchase, within days, al! contracts of insurance on his or her life pertaining to this Agreement. Purchase Price for Policies 5.02. The purchase price for the insurance contracts shall be the sum of: (a) any unearned premiums; plus (b) any total cash value of the policy, including the cash value of all dividends standing to the credit of the policy; less (c) any indebtedness. The respective parties shall execute and deliver all papers necessary to transfer ownership of the policies to the insured. If the right to purchase any policy is not exercised, the Corporation shall have the privilege of holding or disposing of the policy at its discretion. ARTICLE SIX ADMINISTRATION, TERMINATION, AND CONSTRUCTION Liability of Insurers 6.01. No insurance company that has issued or shall issue a policy or policies subject to this Agreement shall be under any obligation with respect to the performance of the terms and conditions of this Agreement. The company shall be bound only by the terms of the policy or policies that it has issued or will issue and shall have no liability except as set forth in its policies. Successors and Assigns 6.02. This Agreement shall be binding on and inure to the benefit of the parties and their respective heirs, legal representatives, successors, and assigns. Common Disaster Provision 6.03. In the event of the simultaneous deaths of all of the Shareholders, or in the event of the deaths of all of the Shareholders within [e.g., ninety] days after the death of the first Shareholder to die, the estate of each Shareholder shall own its respective shares of the Corporation and the proceeds of insurance on the life of each Shareholder free of the terms of this Agreement. Termination 6.04. This Agreement shall terminate on occurrence of any of the following events: a. Bankruptcy, receivership, or dissolution of the Corporation. b. Purchase by the Corporation of all of the shares of any [number ]Shareholders on their death, disability, termination of employment, or resignation from employment and full payment of the purchase price. c. Voluntary agreement of all Shareholders. On termination of this Agreement, the Secretary of the Corporation shall, on tender of the share certificates, delete the notation referring to this Agreement. Amendment of Agreement 6.05. This Agreement contains the entire agreement of the parties. No modification, amendment, or discharge of any term or provision of this Agreement shall be valid or binding unless made in writing and signed by all of the parties. No waiver of any of the terms of this Agreement shall be valid unless signed by the party against whom the waiver is asserted. Notices 6.06. Any notice, demand, offer, or other communications required or permitted by this Agreement or by law to be served on, or delivered to, any party to this Agreement shall be in writing, signed by the party giving or delivering it, and sent by certified mail to all parties simultaneously at their respective addresses set forth in Exhibit attached to this Agreement. Any notice, demand, offer, or other written instrument required to be given or sent to the estate of any deceased Shareholder shall be signed and sent addressed to the personal representative of the decedent or to the estate of the decedent at the Shareholder's address in that exhibit. Any party shall have the right to change the place to which any notice, offer, demand, or writing shall be sent by similar notice sent to all parties to this Agreement. The date of mailing of any offer, demand, notice, or instrument sha11 be deemed to be the mailing date and shall be effective from that date. Governing Law 6.07. This Agreement shall be construed and governed by the laws of the Commonwealth of Pennsylvania. Specific Performance 6.08. The parties agree that the damages that will accrue to a party, or to the personal representatives of a decedent, by reason of failure to perform any of the obligations under this Agreement will be difficult to measure in money. Consequently, if any party or personal representative of a decedent shall institute any action or proceeding to enforce any provision of this Agreement, any party against whom the action is brought agrees that this Agreement may be specifically enforced by a court of competent jurisdiction. Severability 6.09. The invalidity or unenforceability of any provision of this Agreement shall not affect any other provisions. The Agreement shall be construed in all respects as if the invalid or unenforceable provisions were omitted. ~._ . 1... . L._.. (_ r l_ ~_ .. I t. r- f l _. (- I ~__ L f l_. r ~_ ~_. ~, r ~. ~_ EXHIBIT E ~• •AN.7IG1L4 OP ACRY.F?tEFli _:adr us.a nn.cared Sato Chia z/ ~ dsj .~f ~,LCGr~ev , 2961 't:f ar1 br;vtm [IX C.OMPA?(Y, a • Ptr.nfyi r•aa! r corpori:l•~a v::h 1 t+ prim: Lp~tl • ~, Lace flf bce~iaesa in the City Of g1Tr1_~YL?f~, ~s~pri.r.. C^~~n._;~, Penasyl•iania, harnin-• • afenr +~aa,etl~.es c.1.Itd C.LN, ao.d• J~B.RI T. S:?L'°801i of the Toxnahip of La+r-.t Pax:+.~n,, Co~aty ;f Da•.:ph:.a,. Cas>tiaa..~ns"tth of YaaaaTlvaaii, hdlerDAftar 62IIitLtst called 3LILaSOiQ NHERF.LS, tha partiaa bare to sra a11' o~ t6e atockhnldnrs of .Pva.n_s~ 3~.gp•t~• Inc., a Pena,crlvaat.a c.orporati.oa Yikevirie xith f to prf~.ciFal placa •of bu.airsa~a 1n thn raid City of flar=ia2zvr6i and .as a4ch d.aal.ra to ant forth 1_n. thla Agrnreaat th.~ tamps and c x?.di t :.onr. ~.n,d ar .rhich rha axerc i.a a ,~ f the! r o-,raarahip righta . in tra capital !~tcck of tha ~.:rFaration a~iall b~+~ gcre=nad and coa- trollad ![OY, TS.fltEPO~L, .III C¢xBIDERATIQ"( OP ZS>~•P'R~iZBI~. and tba' aua of • 0*sa (11. DO) Dalltr to aich othar iatatchsn.~,abljr snd hand paid, re.c.eipt whereof is h.ernby iclcdoxled~ed •b7'. aach; and the cairenarstR and odaditioas lurtiaaftar net forth sad xith': iatemt' to bye Ingalls bcaad harnby, it is ,sgrsad•by snd•bitxaa t2Ya •~partiea hareta aavatrally is siria.rT follaxiagr • i. ' Z'he Gtpital atock •of the Corporatiaa ~hill• be iaa-s'ad tnd held aab~tci.=o'centaia•rastrietiaas. i[hicb~~t.~t11_••__.• •b~s provided for upon tha'recarde of tha Corporitioa tad.aQtica of xhich•ahi11, ba aadaraad•vpoa •ths stock cartificatea •i.asnid b7 • ., th:u Corparaiiaa riarn.partiaularly a.a folloti+a; (a) 1`r~rnaferi of s2~ea 'ahs11' ba•zsdi Daly ' upon thr ba•olu of the Cozgerstior, and bafora a Aaer•~nrtifi.tite is isa~it:C tha QId Qartifl~s.te aaiet. ba turrandared fOr ~caacallatiun. v (bl ' The .fh,cr.s -.f ;he Gor•pnr•*_ian aCV held or to be heze.lxter iae~td Shah o.ot i•~. sold, Keaignsd, traru'ferred hy~,othec.eted, n.ncoo+.;ered or oth~rrrLaa .iis~os'ed of, either during tre lifetisec• of • rha aharrhnl der ar of eai..~~:sc:~siax~trf~~wps,~eba dad:h, except in •accardaact with the provyaiona of; this Agraemeat. . (c),' The shares ahdlt first be offered for aale•. in .r•citing by regletntEd• taeil to 'fie Corporation. . (d) The Co ~oYdti.:n ahail. have the privilege wtthLn thirty (3Jj drys froz, t:he s.ai:i.ng of said offer to purchase rl i •.~f the shires ao of.f.~red. Accept once of chi offer aha11 ba ,r aign:.find is xritiDg went by ztgiaterad• well to the offeror. (e) Upon chi rn~::~Bt of the res~aining• share- hn.der •or.aha=ehcidera, the offering s:ixrnholder shall vote his ,L y: e s x'i t:~'1 t~'4 :~~ 1^.:..; ~ . rF;.Sra~O i.~l~re t4 .u_ISG~ -3.IT ~.: ~I~~~!!~~r?..i_..~.._..~ aaend9anta to the Articlr~e of.Lncorporati.on of the Corporation r.ec~.aa•ary t. ~.~ke said p•archaae b~ the Corporation legallT pus.+tb] e. (f) if the Carporacioa fails to signify its dtaLr.e to •pvrchaee: all of tht. shares so otfernd, ehe shares ehs1l then be offered in writing revrr.tlly sad not jointly to the other aharrb.ol.dera of record (pro rated in accordance xi*_h thrir Cher. exieting eharehvLdlo.ae). (g) If any of chi other ahare3wldara fail to signify by rKgiater~i aai.l Their dee~ire to pvrc.hasa thn .stock ~~r an3~ past tn.ere:cf aa,offarad vi.rt:1n 'ten (10) days Eras the date ~,f rye dliiing of raid offer, the. offerur ah~cLl then ns.tke a second oft~sr by tegietrred m~cii, aavnzally• a.nd rmt jo111,t1T to aackholdera -2- wha did gurchsae.that part of :he stock offered to thea.~ Slid atockhold.ere ahall~ have the rt.ght to p~urchaae i11 of the reeziiain stock pro ratYd among thndc signifying their dnairn to' purchase, If. thr. la~tar atvckholdera fail to signify by registered mail their desire to pvrc!use .all of the rr~uining stook xithin tea, • (10) days frorx t;he mailing of tbt Iaat aentianed offei, the' holden of said stock at his apti.on aktta have thn right to aell~, aaaign,'~ trana£er, hypathacate or ot~ir_rR:.aa diagose of either a11'~'bf the stock or ch• stxk sot purchase as above providut, fread.'of say and all rasrricticna except Cite sequir~~ata of paragza~h 1(a) hera.c f . ~ • (h) The price of Lha ruck to ba Dffer~d for • . kale as aforraeid shall be at t_ha book .•ai•:.~, thercaf. (i}• La case .t+6era be my dispute trith..reagcct .. ... .. ~o~ L-e°b:,;.x ~'ri-~d'.f"tile''sti~ck, s'==1i....iia,~°-'~ta' s~`ii"~f e sere ~n ~J • ~ ,, by the then regular a:ldi.ters of .he Corpor..tioit. (,~} Paysnnt fnr acid stock shall be tm (1QZ) pErctnc. •Ntcb accegtetace of aEfrr sad the balance to be upon tasma m'~Ci1111r dF,rd6lLblp buC aGt E~tCt'16dlag fiVa (5) yaard, (k) Fail.uzr t.u tasks the down ptyaeat afareeaid _ nhR]1 hate Lhe asst efCe~cc as th'r, fuLli.:Ye to aigaify a daaire to puranaae. (i) Upoa fs;lure to pay tha balance within tha period ~fcreaaid, the efferar shall ha•:'e the aptiaa of iaai.ating upon the ~cnplatioc. Gf the Bale and the pny.s.ent of the price or o f ce.a¢ia e. t lag the s a l t and c c cai.ning the do,vn p ayttz,en t ai l igc:i- daLed d~tiuges. In the litter event the ~ffcror ihall procead as though at-ch ahyrrho f der had faila+! to a Lgnif7• kil.a dexire to purchase. ~ • , . . -3- ~~ . ~ MNf' ~' ~ '"II W.r~ t ' (m} 7'ha reatrt.ctiona boa t]sa sb1e, rraigr~aat c.rarLfer, -hyporhec~ti~n• tsr otzbez diap~aitiaa of aaid stock as hettin. eet Pcrth e!,a11 tgp'I.y tv eai~i~atnck in ~e hinds of an9 trustee, rr.cnivet, sraccaasar, k:air; 2,+~ataa, ~+xdr.Sniatratar and ' rieGUtor :f the, putiaa hr.rr.t^• or aa3 aae+ xho racy hernaftsr ' brcxue .a F~'ty hnrato. . • .(Q) • A,s ua id iq thi a paragraph "1" sad its . sub-p~tragrdpha; r'.Curpozatioa" a~a•~+s Partniy .6~gply Int.' .' 2. Ia the e~cent of the aaln sad purcb:as '~tf airy stock ea herein provided, thtl CertiFicataa• of said atdck shall be dN{soaitad with t)aapbin Dapn~i'c Tr,..,at Cociparty until fully paid • 'for and ah.el.l be ~Gted by the zraa:.ning ah~sreholdara so long as ~a.Ye shall ba as dafzalt im t?ie payze.nt for aaid stack wader • the teaia of this Agreaa;eat.. ~:~~• •;~L~.S:Y~t~c}c•+.rithat:ad.iug ~asiy other provisioaa haraof;• the _... •~•a~ :fin... .. .. ~ •::. a tock h,al3 by Kim Coosgsa7 or a tuck which he.reaftnr sul7 b~., •ts.l.d, ~~{:°~;.:; b ltobtxt H. l~a~., ssay b~' traasferzed tb Stab.art K. 24m~aai ,. ~ ' ~= .:'~= Rnhert !{. 1~hs,~t• II either abiatlF d'r' severally ~r di~ridicl listxi#`a'<+:.~` ' thus, proridtid. the treztifsrree ar tranaffrras shall first°,~cadu.ta ; . ,:.. ~ . sad dallYar to !'ha other sharchoLdars a writtea .~oiadar 2us.~in . aiSnifyi.ng ttut he OT th/ry thereb' ba~:ams a party to this ~A,~rar- . ' a,rnt ,tad thet'all itock id PQrmsY Supply Iac. bald by his or ' • ;z . .~. these she.~.1 ba tub, sct to the tense of thid Agraea~mit: }.: ~,N:. .I2i T~II1t8~3 SftiERE4F, ;T.Ili CO[~lJxY hta cdzu sd . ~+' s ':ta mat : r "'; z .. ~• ~.. ,; ;~..~, z. . ~ 4'r' ..71 `. .t. ;1~. i~ to be sxaeuted b7 its ?ruidrttt,' attested br its •Secratsr~,~ ~it.~.4; ', cosarsa or carporeta seal tti b.e affiied b7: c,3tbarit;ss of,i.tt~:3~+tsd'•~~~Ri,, • •r.. • ~s Yt 't:t. of Directori red .?IItx7 T.: ~$~'SOIt •hts h.atsu~ctb; set ?zis' h~ s~d ° ~~?~~`: 1 . .. r': ~ •~ . ..~} . ~r.~.. . ~ ~ ' n '~. 1 1 • ~• • • anC sir':, :*~.. 4~y tnd year Efrtt +h^v~a rrs~.tcen. .- ~ ~. KI?S COtg'AIi~{ ~ ~, ' `i Theorie 2vf.•~bert ~ 1' $y / ',• • •~~\• . • :.' • ~.. ~ .Fel. • Iarry T. 3imgsoa . • •~ • .1. • • • `. ... .• J O i N D F R P81{NSY S1IPPLY INC. hesaby ~ aina Lr. the foregoiag A.graaaan t to ~eaifeat Lts undnrtakiag r~ac ao stock shaZ2 be isiuad kip, it except in accordance ~,*IC~ aII .o'f cse prc+via~ieaa of the foregoing Agreesxut. • ~ IN XIT:tFSS W2iERLUF, Pmnsy StrPply Iae. ~hna eduae7d this. Joindar to be exaLZtead by iz.~ Pze,Ld~nt, attested to bJ~,Jits Sectdc.try ind f.ca c:~rparat+s a,erl _o be afFi.~.ed this ~~l diy af. I.rnuat_t, 19ti2. • r .. Pl~ti3Y 3 Uf PLY I2iC . • . i.[ ,~ ~ - ET le/ .Robert M. Mumma /~ .Thcorie M. Ebert . ~~• PYasi t .. ~+p 5~crecarr 1 ~'.. , ... D 0739 f ~.. jr. 1 l_. t ~_, ~,__ Y~ ~ EXHIBIT F r ~. ~_. ~_. -i' -~ .ix~ ~ r3. ,"s ~yi. ~.`• } b '~+ r fy.f, ai y.~i ~ -~z;•~~~s s _x;;~F.'x Y~~ -~' ~_,i ~,''~51 a ~ 1,3 :. 7~;, } f e5F % ;:f„ $ Cj ~`.a •'l,~ ... Y~~ . ~.'.. .~.. o d .7 ~ ~ >,Y ~' ! ( whw5 ~- ^ i ~ } Jt .. .... . • ti 75 :- '~~ ~. " . .., ... Cash: Income ~$ 647.37 Principal. 13,859.58 24 ;ins. Cumberland County National Bank & Trust Co. ?20,00 146 Shs. Dauphin Deposit Trust Co. 8,806.55 . 3 Shs. Greater Lebanon Hotel Enterprises, Inc. 150.00 S 250 Shs. Hummelstown National Bank 7,750.00 1333 Shs. Kim Company 111,345.49 21 Shs. Penna. Power Fs Light Co. 4~ Pfd. 2,074.50 4 Shs. ~ Pennsylvania Supply Co. 28,050.32 $ 1:i0. Greater Lebanon Hotel Enterprises, Inc. 5~ Deb. due 6/30/87 150.00 16,000. U. S. Treasury Bonds 4% 8/15/70 t 15,975.69 $189,529.50 i t i ~1 SCHEDULE OF DISTRIBUTION ~: ~:::. 4.;... r `~.: `: r• ~:. .: .,+ Dauphin Deposit Trust Co. and Robert M. Mumma, Co-Tr. u/W Walter M. Mumma for Barbara Mann Monona Cash: Income $ 161.84 Principal' 3,502.85 6 shs. Cumberland County National Bank b Trust Co, 180.00 36 shs. Dauphin Deposit Trust Co. 2,171.47 1 sh; Greater Lebanon Hotel Enterprises, Inc. 50.00 63 shs. Hummelstown National Bank 1,953.00 333 shs. Kim Company 27,815.49 5 shs. Penna. power f~ Light Co. 4~ Pfd. 493.93 1 sh, Pennsylvania Supply Co. 7,012.58 $ 50, Greater Lebanon Hotel Enterprises 5~ Deb. due 6/30/8? 50.00 4,000. U. S, Treasury Bonds 4~ 8/15j70 3.993.92 47,385.08 ;Includes cash adjustment for odd Iot securities Feb. 18, 1967 of $254,80 Dauphin Deposit Trust Co. and Robert M. Mumma. Co-Tr. u/W Walter M. Muimna. for Linda Mann Mumma Cash: Income $ 161.84 Principal 3,417.84 6 shs. Cumberland County National Bank ~ Trust Co. 180.00 37 shs. Dauphin Deposit Trust Co. 2,231.80 1 sh. Greater Lebanon Hotel Enterprises, Inc. 50.00 63 shs. Hummelstown National Bank 1,953.00 333 shs. Kim Company 27,815.49 5 shs. Penna. Power & Light Co. 4~ Pfd. 493.93 ,1 sh. Pennsylvania Supply Co. ?,012.58 $ 50. Greater Lebanon Hotel Enterprises 5~ Deb. due 6/30/87 50.00 4,000. U. S. Treasury Bonds 4~ 8/15/70 3,993.92 $ 47,360.40 kIncludes cash adjustment of $169.80 for odd lot securities Feb. 18, 1967 Dauphin Deposit Trust Co, and Robert M. Mumma.. Co-Tr. u/W Walter M. Mumma for Lisa Mann MuQmia Cash: Income $ 161.85 Principal 3,461.84 6 shs. Cumberland County National Bank & Trust Co. 180.00 37 shs. Dauphin Deposit Trust Co. 2,231.80 1 sh, Greater Lebanon Hotel Enterprises, Inc. 50.00 62 shs. Hurmnelstown National Bank 1,922.OD 333 shs. Kim Company 27,615.49 5 shs. Penna. Power ~ Light Co. 4~ Pfd. 493.93 1 sh. Pennsylvania Supply Co'. 7,012.55 - S - ~`,. ,' ~~: - $ 50. Greater Lebanon ~' 4 ~; 'O~' U• S• Tr'easur Hotel Lhterpriaes 596 Deb. due Y Bonds 4 ~$ 3 6 ' ' ~•"`"~'~; , / 0/87 8/15/70 . =-,~ ~~>~~f `"so~oo-. 3---~s92 x Includes cash adjustment of $213 80 47 373.41 . securities Feb. 18 for odd lot 1967 ~'-- Dau hin De osit Trust Co. Walter M. M and Robert M. Mumma Co_T,r,. u W umma for Robert M ann Humana. II ` Cash: Income ~~ PrincipaljE 3 shs. Cumberland Coun 18 shs. Dau ~' National Bank ~ Trust Co phin D $ 80.92 229 21 . eposit Trust Co. 31 shs. H~elstown National B . 90.00 ank 167 shs. Kim Company 1,085.74 3 shs. Perna, Power £r Light Co. 41 ~ Pfd. 1 sh. Pennsylvania S 961.00 13,949.51 u PP1Y Co. 296.35 - 7y 58 iE Includes cash adjustment of $229.00 for odd lot securities F b 23 705.31 ~~'- e , 18, 1967 Robert Mann Mumma II Cash: Income Principal 3 $ shs. Cumberland County National B 18 shs. Dauphin De osit ark ~' Tx'ust Co. P Trust C 80.92 3,247.84 o. 31 shs. H ummelstown National Baril~ 167 shs. Kim Company 90.00 1,085.74 3 shs. Penna. Power 6• ~ $4,000. U, S. ~t Co. 4~ Pfd. Treasury Bonds 4~ 961.00 13,949.51 8/15/70 296.36 3 993 g3 'Fncludes cash adjustment of $229.00 for odd lot securities F b 23 705.30 ~- e . 18, 1967 Exhibited into the Office of the Register of Wills in and for the County of Dauphin this i 1f~.day of April, 1967 b Robert M. Muaana DAUPHIN DEPOSIT TRUST COMPANY ~''- • _ By .~'.,-ter -,.,. C._'i., l L 7 ~ , Vice President! Fr Seniors Trust Officer . r ~.. .... - -,_.. Trustees under the Will of Walter M, Mumn~ Deceased , - 6 Lc .f r 1:.+5N~ f,. ., ~. .,. ~. - 1 a 2 r'. :CY ~ ~.. tt .~[. ::IE ti•. FIRST AA'D T'INAL ACCOUNT 'OF t`~ ;j DAUPHIN llEPOSTT TRUST COMPANY AND ROL~ERT M. bfUriciA, ';i IJCECUTORS UND1;R TIiC L~5T SILL AND TFSTAh1ENT OF WALTER h b1. hiUrir•IA, LATE OF SUS(~UEI•~AiAFA TOWNSHIP, Dc1UPH1N ~` ~ ,{ COURTI^l, PENNSYLYANL4, ll1;CrA5ID P%L~'CIPAL DEBITS - PERSO'ZALTY The accountants charge themselves with the amount of the Inventory and Appraisement of personally as filed ALSO Z+IITH THE FOLLOWING: Supplemental Inventory and Appraisement as filed 1961 ~ Aiay 8 Lump sum death benefit, Old Age t+ Survivors Insurance ~ June 14 On account of principal, Highspire Sand ~ Gravel Co. mortgage $1,000. ~ Aug. 14 On account of principal.,r[ighspire Sand Es Gravel Co. ~ mortgage 1,750. ~ 16 On account of principal Stanley IC. Rinehart mortgage 1,500, Sept. 6 Gain on exchange of 24 Shs. Highspire Sa~zd and Gravel Co. Ltd. as per Decree of Common Pleas Court of Dauphici County, Pa, dated 8f8f61 for the following: 3 Tracts of land in Silver Springs Tt,~p., ~ Cunberland County. Limestone Quarry ~ ?3,925. • Agreement of sale of Lot 27, Pennsboro • Manor of W. S. Davis 6,500. hlortgaoe of R. V, riaonussonv wife 4,000. ~~ '~ S. IC. Rinehart ~ wife 4,50C. 750 Shs. and 750 Units of Debentwres of Riverside Corp. 37,500. $126,425.00 Appraised at 124,791.74 Received in exchange for 3 tracts of land in Silver Springs Twp., Cumberland County, Limestone Quarry, the following: ?39 Shs. Petwa. Supply Co., Inc. (~ $ 73,900. Cash 25. 73 925.00 is $2E0,246.56 5,392.74 255.00 1,633.26 _1_ ~ ~' ~- r., '~' BALANCE CONSISTS OF THE FOLLOWING: :,u `~ Cash $ 4,585.20 24 Shs. Cumberland County National Bank 6 Trust Co. 720.00 139 " Dauphin Deposit Trust Co. 9,243.50 250 " Hummeistowa National Bank 7,750.00 `; 1,333 " Kim Company 111,345.49 16 " Pennsylvania Power b Light Co. 4 1/2z Pfd. 1,582.00 - 5 " Pennsylvania Supply Co. 35,062.90 $14,000. Bond and Mortgage of Pennsylvania Supply Co. ~ ; secured by 1127-1141 Mulberry Street, - reduced to 16,625.00 35,000.. Bond and mortgage of Highspire Sand and Gravel Co. now Pennsylvania Supply Co, secured by 335 South Second St., Highspire, Pa, reduced to 19,250.00 4,500.. Bond and mortgage of Stanley K. Rinehart and H l e en 0. Rinehart, his wife, secured by lot is _~ Pennsboro Manor, reduced to ' ~• ! 1,500.00 'i',""a 6,500. Agreement of sale of Wesley S. Davis and Harjorie Davis, his wife, covering lot in Pennsboro Manor ~ :~ .reduced to `" `? 6:000.00 -; $21---3 6- 6_4_-09 -t SCHEDULE"OF DISTRIBUTION : , Dauphin Deposit Trust Co d mpany an Robert M. '~! Mu:mna, Trustees under Paragraph Second of will ~' . Cash and securities in kind .,','~ :$213;664.09 >~•~~ Exhibited into the office of the Register of Wills in and for ;•:;, the County of Dauphin this 9 '~'' day of •~ , 1963, by ~ Dauphin Deposit Trust Com~anq Senior Vice President - Trusts Executors under :the will of T~81ter M. Mu®a, deceased -12- -- - - :s _ Fl •~ J 4 .F ~ y ' 'r ~ S f '~'. -~. 1 ~ ~ ' t .I:,a ..+ y+± si '.~. ..rri..~ ++•r-.. 3 _ ~yn:'F ~~ ~ _'M L _ "Y 'y U. S. Savings Dond, Series E re,istered to Walter Zf. Mumma $500, dated Nov. 1955 $ 425.40 20 Shs. Calumet and Hecla Consolidated Copper Co, fl 16 320.00 20 " Capital 'sill Associates, Inc. No value 24 " Cumberland County National Bank E~ Trust Co. @ 30 720.00 139 " Dauphin Deposit Trust Co. t_ ® 66? 9,243.50 24 " itithspire Sand ~ Gravel Co.~Ltd. Liquida tion value as per Court Order 124,791.74 250 " Iiwnmelstown National }tank (i•'s 31 7,750.00 3 " Niagara Mohawk Power Corp. ~ 44 1/8 132.38 40 n North Atnerican Aviation., Inc. ® 50 3/4 2,030.00 2 " Ok~io Edison Co. ® 371 75.00 S " Pecuu-oad Corp. (Q: 221 112.50 16 " Pennsylvania Power 6 Light Co. 41p Pfd. 8 98 7~8 1,582.00 7 " Pennsylvania Railroad Co. ~ 13 3/B 96.63 5 " Pennsylvania Supply Co. ~ 7,G12.58 35,062.90 l5 " Texas Gulf Sulphur Co. ~ 221 337.50 Accrued dividend 3.75 Total Stocks ~ Bonds $182,683.30 b[ort~age $35,000. Bond and Mortgage of slighspire Sand 6<Cravel Co. Ltd. dated august ll, 1958 secured by property at 335 South Second St., Bighspire, Pa, reduced to $ 26,250.00 Interest ~ 6~` from 2/11/61 61.25 (Second Mortgage) Total Mortgages $ 2G,311.25 -2- `x,~ ci•: - t T~ '..;Is:.yTUZ.'Si: S".. ?'"lh1?'':i, 0 {:kl': `nC'trl'ILt17l.Y.` [!.r ~l),'iUlan:.' ta}~ r ri171•!1•. rJ !'.:~ ~~. 1 .1 :1.n ~> = ~ '' , t ~. t ~ t:, .r. ^,f e.ln ;;rI1T in'.1.~1} I'•':;r?fr ~~• n ,!,ri ~, i~ n.j-.i•yrn rnLT! y IIIc.rn!'?'i/ c'', ~ + !z I1'1 Un!1 1':t~.*1:{.I.rll?'g ;1~ rr.~.l..^s 111. , , u>1..t ~inl'~ 7e.a ;-,l'~1. ; rV ti E~ n1V+ 1 ..; f', r.r y 1 n - ) 1 ~....,t. . .. _.~.. :~i.l ,;17~.i T :.tc~mc;nl-r ~'Ir•+•?~•I r•p,rn~.; ~~rr %l ~.i ?d1, Z.2 .^: Gr *.•lra.ti n~^ 'i.n i:fiC nt3t:~.l i'° 1:11?'rC0 }' +`). i; i~Cl it ~'t:'L nl^ T; ;'I'1`.~rrC,`J: r:.,: -; r~.- t -T ti ..1_:'l: (7.i1^pi^l; {,1)E:F, f}.4.~. iuV ~115'C ...^~1:. ^:Tl~ }+a'^f~r~i'~. 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Y'~i/.1.l: ri Cr ~iJi;r=1.i1{t:ion, j.V :ti LT' r(1i .3c:ll, 1:1(: V.,c~,. :, .~~_v, :1'}.r, 7.rT;:r'ovo, rart:4t7.on a.T1a erchuz~~;t a.ll ~~r tl^Zr c,I iK;4• z•^al ' ~ ~ ,~t:. ~ti'iy ti.r,{L dtirinT t11A coni;l.lluarTCe in T•rilcrle ,,z t?'1 ,?ar• estate , :iTl:~ :'if. 'R:~1^ t*:Y'(rl?1~tt:LCt'1 1;i1~Y•G4.~`~ ~f thn i:y+1.^,tii 1i11~Er t~115 f.'ijr r~3.11 ~'e ~ ?vr r'TTr+c'^tic of iii°?:>•a.~lutic+::r se: ?.iz'Y~; afi.. ~]t.T•1:t7 S, (; nr rri.tf~l;^ ?'.e, r:or ~a:.t•1"t :1r7.ccw• a;1•:i 1{}.rrn ^uc;`z t.vr.n.~ ..a tc C`, ': a^(1 any?. c~,ct7.t a;:. +;-,trr .(~:'I ~'~t'Cl 1:.,,,+,_ {),n=;11 i,iz+~ rr;^rtrFttlnTl o~ ,rrv?lEl:. ro:,t•;;, ~;i:T:i ~ . :~ 1't i~ ?;~t•7^i-'r~;TY'~~.:r~l f~-` :•r 1 "t °i ~~7. ;'?, ,311{. t+: /.T t"f ti . ~Y•Yl ,r F, S i 'v%1? 3::t~_~ it la i STl~•:i xit J ~: ,, t ry 111i:-+.J.Tr~I CX4 sr;~ni; a!li.^f'7T,~iG~r ~,VQrw ull~ :iY.1~A1C"1,3T1i; ti41e, vr1'ti-T,~itjtl`v it chn°;Gr*.. ,f tn~ ~iirr,~luserti oz• oti;er p=~r~4Yls sv ~ter;:l3.n~ .',.i:tT trs ~•:c+ccz*,ur:~ .. Tr~.t^t c~, b:z :~~.L ~;r,' th ,..~.1. ~. .u.i c+ 1'..:~: ~: t>, e •. ~n t? 1~ . n •• ~+} ? ~ 11 t ''i' }~,~ .~t7!;t;, l"t.lf>~1 t;,j +: rOXl;il. .t. ;1t:ll r. 7 D?7 ~. lt~ ~~'ri8' S iii 1.. , , is ~~~.~. :i_~ i~,trF:.Y• ,Ti{ r•i)T11r~:^:>7.G"! Qi 'l:Yi T're:'_ Uf;t.~t;u lFt'!:..t~,.. ~!1'; t.171 I' j 'R IT ^( 5=; (: iii 'T. Yrl. t: K:4• t !.i ~ ~•:~ P::T.::l7.: r,+. :'{)1ti ~.'Y :fa'(:1:3^ 1;;1° ;{I';i=? nu'.;fs;fh :•!lf?Y"Ei~~ri';' cl:i Y1 :1J'E:i.1:Ct~a~`C'1.°r.'. 1~^,~•V~..l(ia . .'~ ;t nu t:r~ t.f+~.. ':i;'7 ~.. ?'i;Ui. :'~'i,cth.F ,. d? °.~'+(; !:::{'•:t~''v. ,•'if;~i t. L' . c. `~o ^et.:;i;, .1 ~t;•GC:'r;, borer+;, r~.r.i:7 i.rt*r~t•uT~r,«;• c,:rr;:•':1 1;• ,;,: ,.:z~.l to :i:*_Yt,..L _,^,~:! r~9.ri~resh• :i. CF ct.;,t:r ., ocT~•N, l.,~a•t~?r,. ~;?l,.l ... ~.!:~~i?! ~:; 'f'_'~;tt~ ~Gl).i•, bt?f:rr• r.':U>_YI~rYYr:•1 t:.7 ':7(1?. e: ;~ti.J .«~1.1,'s nvWw4rz_,+1' •` i . .. , ie:ee~t;:i•r.*..„;~~ <;na ~o .^1± »er) t.-•.;r.aF~r t:•},~: .,rn-^, :=a.t:.itr~• ;i.n ~ :.. ~.,~:{ • ': • w y;. rT1c '.11"C'}=-t ?ri~h~;1UC ':.. 1t'ri~7.'sJ ',11 ~n!~ .Y.;: ~:,±' `7;'= •;• f,Zr ,t.T,,';]^ll"•;r , 1-, qn tr ^' n. + ~ n 4:' ?'u, rr,lt _ +-.. r;~.n., { ~ ?.t :ti: ~.(Jt; +'1.., :. ... gym;*.:to 8mbrtize . charge the., .same tb pri:ncip:t'! ,, r~~ r p:;.~Go `principal' and p~rtty to in^ome, ~.!s ,, ,, , ^~ ~ ® sh~;1 sieem best. Ta s~ereise any* option to s!t1?~crit,? -for ci-ocl::;, hands anc? otl?e^ int~est..mPnts. o. '!'o loin in ,n}* plzn o;£ base, mortcar;e, cflnsol..- ~?ati;.+n, n„clianr~e, or. renrc~anization of :xny caz~?oz•ation zn ?which tr© estate may holriVstocl:s, t~orids or other iitu^;,itil?!~?ats or aciiritia~s. f.. Ta bcrro:~r such sums np tc~anny as ma;y l~~e rec.;uired fr~r tkts purposes of. the treat and to secure the loan t:~y a pledge of ~~.J_l or any p.~rt• of the t:z•ust property er murtgar;e and tc exacute ar. accompanyi~.z?a bend autltori.zin~; fire cenfscsicn a_f jtrd~;ment, and. pl"in or collateral note.^, cz• athar evidenc~^ Gi a.ndcUt?dne:sw, rersans Gr caroorati.ans advancin mQnay to t.ho E~pctttors and/or Tru.stre.a nao%i not inttirG into the necEssi.ty, p:crHdiercy ar propri.ety a£ such a loon, nor seP to t.l-e arg? i- c~ti.an nf. the move}~ so advanced. ~;. Ta moire ~?istributicn of the asUet ai' the resii!u.art~ and. tS'li^t, n:~t~,.tes i.n lcind, buU ernen a di:itr:i.but..cn and sFtrrEg~t-. tiara ~^..~ aS3@tQ iv rec;ttirc~i, tU ~X'r:Ortian l'7~Ch Gf tho ~l2rioi~3 our?ts c4uall}* to i:ha 5overal d3stributeas and~ar trusts. h. Ta can;it!ct any L-usiness 3.n ivhich T am E~h?;Et~;ed, ur in ;a>wich 7 have an i.ntpre.~t at the time of my decea;:,e, fGr such period as they may do2?n proper, !~rit.h pG!ver to borra!~r mcnry and pledge the aasets ai the btt~ines:, Grad r;ith pourer to do a.l.l oche„ arts that T in my life*,ime could tour, done, ar to delegate ;such :aativera to any partner, ma?l~~Cr or e:al:,3.oy~e, trit.hottt ?_i.at!ility .for ~!ny loss occurring therefram; to dAvote tilcreto the cal~ita3. v;hiah shall ai:~ my ~i~:ath be emplol ed therei.n, and such ~clri itiait~sl s:apiti.ai a::, they :;hall i;hi.nlr fit from time to time; i:o moire ptttal.i r. ar 7r:LV;;t:? Sale of void bUCin^•.u3, and tha real and T;ersollrs: larC?~iBrh,r fihcrcof, at such tuna ar t:.n!ea, and far such price or ;.ricer, ~!r?tl upon tech terms, as to than may scan b^st, tv'ith or *frithout ;;ectzrity fGr ±:ha purcha3e price, and to executa w).l nccwsrary c;5^].gnrriEnt3 Or eoilV:yanCC3 t0 t11E F,!trc,:h~!sers, t~'ithGlit liabi.lit,y cn i;hc psrt aF tha p?zrrha.oers to seA tv the application of thr. ;JU.rCha3C? ^rlCC. i. ,~'fy gYac!.ttora an3 Trustees, ar..tinr~ ir? either rans,!~-i~:~r, ahall, in tk~eir discr~:tian, determine i~;t:ct,}!er ~+ny Y,us~incsa nt;er- cst whicli I may otm at t;ha time of my dea;!th sl!al.l lie rontint!ed ', ' or ligtaida,ted, and they tibatil i?s.ve ctymp~.cta authority t~; dei~eri!in~a the manner antt canditicn:~ under t•:hicr t11Eir dcri si.cn i~ th i s rc:,rect ;shall be accomplished. T authorize my 1<;:erutors ::.?:t `3'^lastsa:z, ~;+.t iP~ in ci.ther capacity, if_ +.:he,r dr~un~ it :•ri.;s? :.n~'. i:ri thai;t he ins; reciuirod to obtain 1_eav+s of ~:^izi^*, to ^nt ~r :into ,t/` ~. .. is- ~ ~~ . <i!1 9.??'°~!it-:Yt': G~ 'G.-.ttT'tJ!lB'":Ylir ,.~.'.•i.tl in,t }tti51.?':~::iL' ....,, 'ni;.a.•^..".i .:•I• oths:s, ar to or?alli~e ~.! ror,irrra.r,:i~';:n i;a ^~rr.}r ~•n ;;>,i:~ 'o!zi.lv_;^^ 1?Y '~.h~ltl^^'L'S^S O?" ?Jlt'!1;.~.V ':r].th C:i.3.lr?l'Rr 't?lil j.'pr ^..i~:1 1.'1,17,';::!:~Lo CC17.`!"1.~'!.lt'! 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IN THE MA.TTE1'-t OF THE ESTATE OF V~rALTER M, MUMMA., DECEASED IN THE COMMON PLEAS COURT O F DAUPHIN COUNTY, PENNSYLVANIA ORPHANS COURT DIVISION No. 201, Year of 1961 AND NOW, to wit: July 12, 1971. the record of this case shows that the .first and final account of DAUPHIN DEPOSIT TRUST COMPANY and ROBERT M. MUMMA, Trustees under the will of WALTER M. MUMMA, de- ceased, for the benefit of ROBERT M. MUMMA, II, has been advertised in ac- cordance with law, Notice has been given and no exceptions have been filed. The filing of this account is occasioned by the fact that the bene- ficiary of the fund, Robert M. Mumma, II, attained the age of 25 years on February 18, 1971, and, in accordance with the terms of the trust, is now entitled to receive outright the fund presently held by the trustees for his benefit. The account as filed shows a balance of $23, 855.18, comprised of 3 shares of Pennsylvania Power & Light Co, 4.50% Pfd, stock, carried at $296. 35; 9 shares of Cumberland County National Bank stock, carried at $90, 00; 44 shares of Dauphin Deposit Trust Company stock, carried at $1, 105.74; 39 shares of Hummelstown National Bank stock, carried at $1, 401.00; 167 shares of Kim Company stock, carried at $13, 949. 51; and 1 share of Pennsylvania Supply Co. stock, carried at $7, 012.58. Upon final confirmation hereof, we direct the accountants to transfer and deliver the entire aforesaid balance, in kind, to Robert M. Mumma, II, now 25 years of age. The account is hereby confirmed nisi, and in the absence of excep- tions duly filed within ten days herefrom, such confirmation shall be and become absolute, as of course. BY T~iE COURT: ~---1 , ,~ President Judge, Orphans Court Division Distrlbufiom; (1) Give names aid pmportioaate s nra of distrtbotees; (2) Give name of ~oatdian, com- mittee, trustee, or other fiduciary, ~ ~Y; (3) Giva name of personal repre- sentativa of deceased party in in- terest, date of letter and place of ;rant, if any; (4) If any advancemeats or DaY- ment of slhare, name distn'~utee and state amount zeceived. XIII. The distributive shares of principal and income, and the persons there- unto entitled, are suggested, as follows: Balance for Distribution To - Robert M. Mumma, II $23,855.18 . 3 shs. Penna. Power & Light Co. ' 4.50% Pfd, $ 296,35 9 shs, Cumberland County National Bank 90,00 44 shs. Dauphin Deposit Trust Co. 1,105.74 39 shs, iiummelstown National Bank 1,401,00 167 shs. Kim Company 13,949.51 1 sh. Pennsylvania Supply Co, 7 012,58 23,855.18 t A~ .'+~ G:1 \~ qai 1 ~~. '~ J1 . ~ „ti sy 'a c? ~~ -~~ !~ ;S~ ~ ~ COUNTY OF DAUPHIN, SS. Your petitioner, therefore, asks that distribution be awarded to the parsons thereinto entitled, as their respective interests may appear. And your petitioner wi]1 ever pray, etc. 'Dauphin D osit Trust Com an~ r (SiE tury~pf Peti er) r,t{ , ~: o ert umma Trustees under the Will of Walter M. Mumma for ~~;' ollow~n shs ; pe ;.,. ;, •:. :..:.' nnsyiv$nia Power 9 shs, Curnberla & L.zght Co, 4.50'/, Pfd, nd CountY National Bank 3g shs. Dauphin Deposit Trust Com shs, Heels parry town National Bank I67 shs. Kim Company 1 sh• Pennsylvania Supp13' Co. To - Robert M. Murttma II S` ~~UU~ OF ---____DTSTEIBUTION Entire balance ~ 296.35 9p. 00 1 ~ 105 , 7~ 1,401.00 13,949.51 ~ OI;--,_2 5g $2~~~8 $2~~8 Exhibited into the Office of of Dauphin this 1~"'.Z,f' day of Ma the Register of WzIIs in and rch, 1971, by for the County Dauphzn Deposit ~_..--- Trust Com By' '~~ / pa,~Y -~--~ ..,, ~, ,~z-.. l .~ Vzce Y v,..y~ , Sen• resident and +z'or~ Trus t Officer "'1 ~ f= bus to°s under tithe Ana 'L-5s. M• Mu ""---__ or Robert M, MummaWzrl °f Walter M, Monona ~.,~i~ ~ ~ a~ r - to ~~ r,. ~~ ~' a 1 C~' ~ i ~a r A- , ~~., ~~ ~4V _.. _.~ .. .. .. r 4~' . WKEREAS, DauphinDeposit~Bank and Trust Company of Harrisburg; Pennsylvania, Successor to,DauptiiA Deposit Trust Company, was appointed Ti~ustee:under.the Will dated June 1$~~ ~ S,5 of Walter M. Mumma, deceased, for fuads~Fse ~seide for the benefit of Lie umma' Morgan; and ""~~ ~ -~° WHEREAS, unde tams of~Paragraph Second (d) of the•Will, Dauphin Deposit Y,t . Bank and Trus. Y;;, ~np ' is instructed to distribute the b~alan~g, ~~'~ ``<;t~e Trust Fund . • payable to :Lis _, `. Morgan upon her attainment of age `twee. , = ~~ ye (25); .and WHEREAS, they" ~$a Mumma Morgan avers that she was born;. nary 2, 1460, and, ., therefore, ~~., enty-five (25) years. of age; and said. eship is now ~T ; terminated; a , ~` ~ -,, ,~~ ~4 ~~* w r.: WHEREAS, the' suQhin Deposit Bank and Trust Company.: ~t~ed to the ~:.. said Lisa M"', ark an account of its Trusteeship,- whic. eeit' examined and approved by__th 'L~,sa Mumma Morgan; and ...._._.:. 7~"t _-.. WHEREAS, ' in o~c e" to .save •the expense and delay incident • to.~.f Ind. said account ' in the Orphaas~~~~~onr. ~'Lof Dauphin County and havin the same^'•° ~~ tined the said ~' g ~.. Lisa Mumma Mora' as'.requested her Trustee to make settleiae~i}th`her at once. NOW, . THEREFp ~ BALL MEN BY THESE PRESENTS that ' I, the ,s~ ' i~a- Mumma Morgan have this day~h~- •, eceived of and from Dauphin . Deposit~:.5,... - nd', Trust . Company, Trusfe aforesaid, the sum of Ttaenty-two Thousa~ xuictred Sixty Dollars and_~,ren seven cents ($22,260.27) consisting o ~.::._`:~: Income Ca ..• _ A~ :.:1,092.82 Principi .a '~?". ;:~a: ,*,~~=' 884.40 Investmen ``~~ Carrying Valn`~ `~''°~s~` $50. G~ea "anon Hotel Enterprises, .: x._-:. ~::,z;: • Iris. _ ~bentures, due 6/30/87 $ 50.0 ~'~ ~`"' • _ ' 1 sh. --Greats, ~:~e"bs'non Hotel Enterprises, ~ - ~~ ~• ' Inc::;. On 50.OOw,..-,.ti:y....' ' 122 shs. Diu ~ 5 osit. Corporation, Common 1,333.74 `•e,„, , ' ,~ 290 shs. FuI o ~.n~acial Corporation, Common 1,395.48.~;~~~:~~;~'~°~ ~ ' x~:~. 125 shs. Kimts~z orp ration, .Common 10, 441:25'~~~ "`°~~'`'''' ' 1 sh. Penns vania Supply Company, Common 7,012.58 '~~....,•;~ 20,283.05 ~~ j±.,;,;.~ a : ~,. •" ~ '22 260.27 F- . . ... •4.. ,r. '.. in full settlemen and~~satisfaction of all such sum or sums of~ morieq as are due me by reason of s'a~dTiusteeship, and THEREFORE I DO BY THESE ,PRESENTS remise • release, quit-cla~m?`:~:and forever discharge the said Dauphin DepoB[` Bank and Trust Com an its succegsors and asst ns of and from said le ac P Y! g , g y,,,and'~of and from all =~;~t...... actions, suits,; payments, accounts, reckonings, claims and deiiari~swhatsoever for or by reason thereof°';;`or of •and from all other acts; matters ~ari_ d";things whatsoever including gross negligence to •the day of the date hereof. '' '` `' , '. .~ ~`, .-, t - • .. '' 'Ni'. ~. ., . rti.., s ~ .. 7 ,. • ~ : ~ " ~ sax 62~ e~ .7~•.•.:=: .- R 1 . „F`~l 1~3T i tea;,. . ~ ~ ,t.~~ ~ ~ i~ p3 ; IN WITNESS WHBRE~1I-have Hereunto aet mq hand and seal this~'`J' ~~, ' ~ day of :n '~'~ 1985. ~~'`{ t -~' - z ~,. '.- ~~ . , WITNESS: ~ .,ate .. ,~»- , . ; ~x~ ` • t "' ' ~° s, ,. ' Y~j aN.. .,~ • i "~ ~ ~: w I 4A~ k i. ~, - -r4 4, ~' ~ ~ a ~:.. Lisa M Mud ~,r $~"~` ~~ ~ y 'Fi r~1a ~ .4 ~t .. .may,, .~.., • ~ ~' . ry. Y.4s ,. wi ~.. . i LF M..•f Z ~ ' 11 ~ r._ die 7l~ f'~~~,~~~ ~J ~.~ F .. s,:... C ~ ~~ •.,l s.. ~~r, ~~ >''' ' D a_'~ ."YM• .. ~" ~ ' ~ r 8 +}?k7r r i J~.'. ~R ~Y:. ~4 y'. r • ) ;k~~ ~y '~., :•( . {~.. ' ,_r:. -,.. ~~r . • ~ ~ ~ i. .W T3' 4k- .. .. . rs ~r ' .. ~ _ ~ ~r s .. ".r - a ~. J - .r~~w '~ } y r ~ cog ; _ ~ .~ ~. Tg OF ~~ 7 ~~. ~ ; M1 a CON~ONW'g.Ah sxt. , «~.n~ ! Q g SAe ~ ~~ s3 Y; 0~}t1TY of - ,~ ;,,~ ~ r : . 19 h; Eir. Mummma C ~• as r f ,~'~ aay ~ of 1 apg~. ate and County ~ personal Y name ~'$ . this, .the,,:,:~`~.Y::-„ _.._ ,~~, ge . On ;,., ~~s~d St the petso publi r,~:.: ";$atsfactotily PrOVen) tO n°Wledge, ,~C she exe Notary any ~owu tO .w~. ~ ¢' ~ ~~ipt and lease and ack . that . th~~ ~'~e be reG~rded Mox~ es a ~~ ©in8 an desir -: cubed to the`.£Q~~~ ~ , ~ ained d _ ,.. subs `'" ~,,~~•z` ' . therein ~Ont u pees. ~ th- same for the .,pE.. ~. _ ~= r {_ y- Y ,dg such 1r,zx~, „ _ ,~ .. (~ '~ ~ ~ '~Y~; aj. • • V M.• Se r,, ~, . ,:. .; m ha .mod Nota ia1 ~.~'! •~~ ;~~': r 4x ~ •r; J..;: ,yam rw ,,~s ' ~`,c~r~ Z ~..•'^; ' ~ r rte'" ~-~ ~ blic ~ ~ I ~'. '' v1 ~,6 . '~ Nota^ry~j~ Expires:` ~, ,; .,,,,,~ ~;fi-4,..~.. ~ MAFfETFIEPES~B~,Ia.Co• ~~ i Ph ~ ~'' ,r+,' -80t~tYPUb1iC..Ph're+tioy-3!~!98S ..~. r tJt ~eu.5~~+n FYP k y Con' to ~ , ,~~ - ~•~k ~ 14• • VR1~. ~.l~l': x i - fig. ~ xy Y.:. . fi~ R~~, to pau4 in i ~irn n~Y of .. ,fin 8~ t°t'~1e.page r ~:~°a~'ot, Q~~e ~ ~ h1 han ~ 1 ~rt~ gook ~;~ness my ~ ~, ~!r'°`~' age 6`~ e~E `7``~ ~+ . da ~ ~ 5©DK ~. r '~~ TOTAL :.INCOME F.ECEIPTS ~~:_ , ~`~ ':, TOTAL INCOME DISBURSEMENTS ~, ~ ~- $ 66,681.18 24,562.72 $ 33,744.46 33 L726.74 BALANCE CONSISTS OF THE FOLLOWING: PRINCIPAL Cash: $50. Greater Lebanon Hotel Enterprises, Incorporated, 5l Thirty Year De- benture Bonds due 6/30/87 121 Shs. Dauphin Deposit Corporation, Common 424 Shs. Fulton Bank, Common 1 Sh. Greater Lebanon Hotel Enter- prises, Incorporated, Capital 333 Shs. Kim Company, Capital 1 Sh. Pennsylvania Supply Company, Capital INCOME Cash: 7,012.58 $ 42,118.46 17.72 ~ i $ 42L136.18 I $ 42,118.46 $ 42L13b.18 PROPOSED SCHEDULE OF DISTRIBUTION Balance for Distribution as per First and Partial Account $ 42,136.18 Lisa Mann Mumma - 1/2 share of principal balance in accordance with Item Second (d) of the Will and the net income in accordance with Item Second (c) of the Will, consisting of: PRINCIPAL Cash: $ 2,016.b4 50.00 2,382.78 2,790.97 50.00 27,815.49 $ 1,107.96 12 ' _ -~; ., ... _ _ _ .. --- . ,.. Securities• ' ~60 Shs. Dauphin Deposit Corporation, Common $ 1,181.54 212 Shs. Fulton Bank, Common 1,395.49 208 Shs. Kim Company, Capital 17,374.24 TOTAL PRINCIPAL BALANCE $ 21,059.23 INCOME Cash: 17.72 $ 21,076.95 Dauphin Deposit Bank and Trust Company and Robert M. Mumma, Trustees under the Will of Walter M. Mumma for the benefit of Lisa riann Mumma - 1/2 principal balance to be retained for future accounting: PRINCIPAL Cash: $ 908.68 Securities: $50. Greater Lebanon Hotel Enterprises, Incorporated, SX Thirty Year De- benture Bonds due 6/30/87 50.00 61 Shs. Dauphin Deposit Corporation, Common 1,201.24 212 Shs. Fulton Bank, Common 1,395.48 1 Sh. Greater Lebanon Hotel Enter- prises, Incorporated, Capital 50.00 125 Shs. Kim Company, Capital 10,441.25 1 Sh. Pennsylvania Supply Company, Capital 7,012.58 21,059.23 $ 42,136.18 Exhibited into the Office of the Register of Wills in and for the -y..e\ County of Dauphin this a ` day of ~..~,,.,r,~,,~,.~ 1981, by DAUPHIN DEPOSIT BANK •AND TRUST COMPANY and Robert M. Mumma, Trustees of Walter M. Mumma for the benefit of Lisa Mann Mumma ..~ ~~ ~ By~~'y-- ~ Trust Officer Robert M. Mumma Dauphin Depos t ank 13 ,, ,;. _::;_. . . ,, .. .. ,. , . C _ ... 1 ~-_ ..:.. .. . 4 t. ~ 'x. a Y -~.. Cash zza Shs i23 shs, I Sh, ... ucs 18 L8-...0.~ tt3E~^1''O i~wy~:.. Dauphin Deposit Kim Compan T~'us t Company y Pennsylvania SuFP1Y Company ~~ ,~~ . ~~~ PROPOSgD SCI~DU To - Linda Mann ~ OF DISTRIBUTION Mumma Roth $alance of Account ,Cash; $alance o f Account ` Securities; 110 shs. Dauphin Deposit Trus 123 shs. Kim Company t Co, I sh• Pennsylvania Sup I Exhibited p y Co, into the Office of of Dauphin this ~`~~ day of the Register of Wills in and f t~~~l' , 1975, b or the County Y $ 271,1s 2,382, 78 I0, 2 74, 19 7`,~OIZ' Sg $1971 27z,1s 2,382, 78 10,274.19 7 0"~-12~-'~ $I9 g -~ Robert M, Murnme Dauphin Deposit Trust Co By; mPany Ass Vice for L nd un r the Willdent'Trast Off a Mann Murry °f WaI ter M, Murmna ~' • f ~ . } r f • , w SCHEDULE OF DISTRIBUTION The market value of the assets in the Trust as of July 27, 1971 is $46,971.25. The Legatee, Linda Mann Mumma, is thus entitled to one-half of the assets at market value of $23,485.63, less expenses regarding filing of Account. Linda Mann Mumma Cash Less expenses regarding filing of Account $419.38 40'~g $ 13.25 $S0. Greater Lebanon Hotel Enterprises, Inc. S% Debenture, due 6/30/87 23 shs. CCNB Corporation 50.00 1 sh. Greater Lebanon Hotel Enterprises, Inc, 240.00 79 shs. Hummelstown National Bank 50.00 S shs. Pennsylvania Power 2,83.00 $ Light Co., 4-1/2% Pfd, 210 shs. Kim Company 493.93 I7,54~.30 * $Z1 * Market Vaiue of Securities on July 27, 1971 - $23,485.63 Robert M. Mumma and Dau hin De osit Trust Com any, Trustees under the Will of Walter M, Mumma, for Linda Mann Mumma Cash 9I shs. Dauphin Deposit Trust Company ~ 520.62 123 shs. Kim Company 2,306.60 1 sh. Pennsylvania Su 10,274.19 PP1Y Co. 7•-----0- ~ ~ ' S 8 • $2p Linda Mann Mumma Income Cash $"'-----508 - 45 1971 Apr. 13 Internal Revenue Service 1970 Income Tax 19.32 Dauphin Deposit Trust Co. Commission on Income 76.54 i TOTAL PERSONALTY INCOME CREDITS $5,700.28 SUMMARY TOTAL REALTY PRINCIPAL DEBITS $ 0.00 TOTAL REALTY PRINCIPAL CREDITS 0.00 $ 0.00 TOTAL REALTY INCOME DEBITS $ 0.00 TOTAL REALTY INCOME CREDITS 0.00 $ 0.00 TOTAL PERSONALTY PRINCIPAL DEBITS $4 8,119.63 TOTAL PERSONALTY PRINCIPAL CREDITS 6,784.12 $41,335.51 I TOTAL PERSONALTY INCOME DEBITS $ 6,209.23 TOTAL PERSONALTY INCOME CREDITS ~ 5,700.28 $ 508.95 BALANCE FOR DISTRIBU TION ~ $41,844.46 Balance Consists of the Following: Principal Cash $ 533.91 Income Cash 508.95 $50. Greater Lebanon Hotel Enterprises, Inc. 5~ Debenture, due 6/30/87 50.00 23 shs. CCNB Corporation 240.00 91 shs. Dauphin Deposit Trust Company 2,306.60 _ 1 sh. Greater Lebanon Hotel Enterprises, Inc. 50.00 79 shs. Hummelstown National Bank 2,833.00 :, 333 shs. Kim Co. 27,815.49 5 shs. Pennsylvania Power F, Light Co., 4- 1/2o Pfd. 493.93 1 sh. Pennsylvania Supply Co. ~'°^ 7,012.58 ,~ ;: -' $41,844.46 j - 6 - ' - `` ;k - ~ ~~ - 1 ,._ The marxet value ox ~,ia aa~c~~ ~.. ,.{{.. .....,.. r_ ,._ _ _._, _ , is $46,971.25. The Legatee, Linda Mann Mumma, is thus entitled to ~ one-half of the assets at market value of $23,485.63, less expenses, '~ regarding filing of Account. Linda Mann Mumma Cash $419.38 Less expenses regarding filing of Account 406.09 $ 13.29 $50. Greater Lebanon Hotel Enterprises, Inc. 50 Debenture, due 6/30/87 50,00 23 she. CCNB Corporation 240,00 1 sh. Greater Lebanon Hotel Enterprises, Inc. - 50.00 79 shs. Hummelstown National Bank 2,833.00 5 she. Pennsylvania Power $ Light Co., 4-1/2`k Pfd. 493.93 210 she. Kim Company 17,541,30 * $21,221.52 * Market Value of Securities on Juiy 27, 1971 - $23,485.63 Robert M. Mumma and Dauphin Deposit Trust Comp any, Trustees under the Will of Walter M. Mumma, for Linda Mann Mumma Cash $ 520.62 91 shs. Dauphin Deposit Trust Company 2,306.60 123 shs. Kim Company 10,274.19 1 sh. Pennsylvania Supply Co. 7,012.58 $20,113.99 Linda Mann Mumma Income Cash $ 508,95 Exhibited into the Office of the Register of Wills in and for the , ~' ;- County of ~,J ' .~..~, this /~' day of ~~,~,.,~,~,, , 1971 by ~(~M. Robert M. D9umma DAUPHIN DEPOSIT TRUST COMPANY ''/~^ BY : ~li~~z -~ ~ L. ~ V4( ~ Vice President and Senior Trust Officer \~, a~.:: M 1`~ 1,„F ~ -- asutee. srw[w,. or owc_ aanma+r. It ~ri . ie~atatlv~w of edaoea~ied enoael »~e- terast, data of Iaasrs iad~ Loe of rraot, if aay; (4) If aaY advaaeaatenb or pay- ment of slam, name dutslfeutea aad slats amonat reoalved. ,lJy~'v a ~~fnM.tc 1~1 R' Ct' Ly'-~,a, 61 Shs. Dauphin Deposit Corporation, Common 1,201.24 212 Shs. Fulton Bank, Common 1,395.48 1 Sh. Greater Lebanon Hotel Enter- . prises, Incorporated, Capital 50.00 125 Shs. Kim Company, Capital 10,441.25 I 7 -+Z^~~ Gam} I9 ~ • B ~ ~_ ...~~~ l.~ J1.r.'. ~. % .r~~! : t _ ...~./ ~~..~t . C Si¢aature P ner ) :: F~irt~F;e`t~ ~. WCv*7E~, eE;;?`:i;l f u~~K My C_+c~miss%an Ex;ure, :t,u~( fb, ii$tl , x:7:'.1!.'.. ~':". Pscvltie (rH..gv f '-r ^~! „~ }..r .. ry, !^ V ~ t ~`~ .~ ~ ~"~ vj h • - ~=" ~: l,Li t~ ~n suggestedy' as follows ~+~,; a - - t _ ~8~ecc,=ides. $50. Greater Lebanon Hotel Enterprises, Incorporated, 5% Thirty Year De- benture Bonds due 6j30/87 $ 50.00 1 5h. Pennsylvania Supply Company, Capital 7,012.58 $ 21,059. $ 42,136.: l ~ Your petitioner, therefore, asks that distribution be awarded to the persons thereunto entitled, as their respective interests may apppeaz. Dauphin Depos:iL' Bauk and Trusi~ Co. And your petitioner will ever prayy, etc.and Robert M. Mumma, Trustees under the WiII of Walter M. Mumma for the benefit of Lisa Man Mutin~g~ ,~ Trust tsfXa'~~.~~-rp ern°=> Officer CCfUJV1-y • r" DAVPFIIN, Ss. $y; ~~ ~~ ,,,,1,~,,,,,,r, Robert. M. Mumma '`'he above named petitioner,. being duly sworn, doth depose and say that the facts set Eorth in the foregoing petition, which aze within the personal knowledge of the petitioner are true,. and as to facts based on the infor- rnati~~ ~ ~f others, the petitioner, after diligent inquiry, believes. them to be true. Swf.rn to and subscribed before me Dauphin Deposit Bank 'and Trust Company, Co-Trustee under the Will of Walter M. Mumma far the benefit of ,~ this F! .. --~`~- day of .r~.~4:~~e.~.1:~.~-~.t •.. Lisa Mann Mumma 1...- ~iribuiion: Cive nerves and proportionate sie of disuiibutees; Give name of ¢uazdian, com- ttee, lrusteo, or other fiduciary, any; ,) Cive name of personal repre- atative of deceased party in ia- ~est, date off letters and place of ant, if aoy; :) If any e.dvancements, or pey- :nt of shetro„ acme distnbutee and tte amount received. XIII. The distributive shares of principal and income, and the persons there- ~: unto entitled, are suggested, as follows: Balance for Distribution $19.940.71 To - Linda Mann Mumma Roth Balance of Account -Cash: $ 271,16 Balance of Account -Securities: 110 shs, Dauphin Deposit Trust Co. 2,382,78 123 shs. Kim Company 10,274,19 M~ ~•• ~I 1 sh. Pennsylvania Supply Company 7,012.58 Total for Distribution $19.940,71 t x ?_ Your petitioner, therefore, asks that distribution be awarded to the persons thereunto entitled, as their respective interests may appear. .J~ O ~z o _.~M : •7M 1 3 Rte. And your petitioner will ever pray,,-~~t~~.~ ~, . COUNTY of DAVrxIx, SS. Robert M. Mumma Dauph~7."p Deposi/r-~ Tru`s't mpany RY 7 rt_hh~-I K , a/lL~' n mss[ Asst. ~a8°"P~~i~~f~~~Prust Officer Trustees u/Will of Walter M. Mumma for Linda Mann Mumma The above named petitioner, being duly sworn, doth depose and say that the facts set forth in the foregoing ' SCHEDLn:E Ofi DISTRIBUTxON The market value of the assets in the trust as~of August 9, 1969 ~ is $62,514.30. The legatee,.Barbara Mann Mun:ma, is thus entitled to one-half of the assets at mar4;et value or $31,257.15, less expenses re filing or l:ccount. ; Earbara Mann Mummy ~• Cash $1,140.90 ~ • 366.21 Less expenses re.'filing of.Account~ ~ $ 774.69 $2,000. U. S.' Treasury Bonds 4%,: due•B/15/70 1,996.96 $50. Greater Lebanon Hotel Enterprises,. Inc. 5%, due 6/30/87 ~ 50.00 5 shs. Pennsylvania Power & Light Co. $4.SO Pfd. ~ 493.93 40 shy. Dauphin'Deposit Trust Company ~ ~ 1,105.74 •32 shs. Hurmnelstown National Bank '. 992.00 190 shs. Kim Co. ~ .' 15,570.70 ; . •. ~ ~` 21 2E4.02 * Market value of securities on'AugUSt~~9,.1969 - X31,257.15 I Robert M. I•i~rna & Aauphin Deposit Trust Company., Co-Trustees under the iJill of ~lalter M. Mumma . for Barbara Mann Mumma Cash 1,363.40 $2,000.'U. S. Treasury Bonds 4%, due $/15/70 1,996.96 6 shs. Cumberland County Rational Bank & Trust Co. 180.00 ~+0 shy. Dauphin Deposit• Trust Company . 3.,105.%3 .1 sh. Greater Lebanon Hotel Enterprises; Inc. $ 50.00 31 shs. iium-nelstown National Bank 961.OC • l43 shs. iCim Company ~ 11,944.7) 1 sh. Pennsylvania Supply Co. 7,012.58 $24,614.46 Barbara. Mann Murm-a Income Cash ''537.57 , ~ .. , t ,. .. •a ....' .J-..41 J};.• 'h~ $i~ `N~'{~ `fit...-.~~ "hl"!'a.'~ ~ ~ MI`~4 ~ - a • • Psnnsyvai` ~, ~~, `~ 6 shs. Cumberland County ratio a~l"~xin' ~ ffit aC • 80 shs . Dauphin Depos i t Trust `Company ~. `~ ~ ` ~'~"" ~r'+~ "' 2, 2'I1,~`` ~ + T .- A .f f . •'.,.. ~ ~f 1 sh. Greater Lebanon Hotel Enterprises, Inc. ~50.OOV •- 63 shs. Hummelstown National Banlc 333 shs. Kim Co. 1 sh. Pennsylvania Supply Company 7,012.58 46. 436.05 SCHEDULE OF DISTRIBUTION The market value of the assets in the trust as of August 9, 1969 - is $b2,514..30. The legatee, Barbara Mann Mumma, is thus entitled to :t;';,.:%`c. one-half of the assets at market value.or $31,257.15, less expenses r. ,i. r .f ',ks•,• re filing of E.ccount. • ~. ' Barbara Mann Mumma • Cash $1,140.90 366.21 Less expenses re filing of Account $ 774.69 $2,000. U. S. Treasury Bonds 4%, due 8/15/70 1,996.46 $50. Greater Lebanon Hotel Enterprises, Inc. 5%, due 6/30/87 F.: ~ K t~Jf. r 5 shs. Pennsylvania Power & Light Co. $4.50 Pfd. 40 shs. Dauphin Deposit Trust Company 32 shs. Hurmnelstown National Bank 190 shs. Kim Co. '2 * N~arket value of securities on August 9, 1969 - 31,257.15 Robert M. Mumma & Dauphin Deposit Trust Company, Co-Trustees under the Will of Walter M. Mumma for Barbara Mann Mumma Cash 1,363.40 $2,000. U. S. Treasury Bonds 4%, due 8/15/70 1,996.96 / 6 shs. Cumberland County National Banlc & Trust Co. 180.00 ~:' 40 shs. Dauphin Deposit Trust Company 1,105.73 `'ti 1, 953.00 ~ ~~e 27,515.49 • ~1:'. 50.00 493.93 • . 1,105.74 992.00 15,870.70 * $21,24.02 ----- s Greater Lebanon .. Hotel Enterprises, Inc, ~ 31 shs, Humr;~elstown National Bank ' 143 shs. Kim Co;,~pa~zy .. I sh• Pennsylvania aupply Co, $ SO .00 96I . Gtr I1, 944.79 J~'~~F` S'.S?.J% ------~ Barbara ilann IY:u7ama Income Casl2 L~ibited into the Gfiice oI t~.e Kegister of ?gills in and for County of ~ ,• the ---:. ~'%~~ this <' d • "`~' , .f ay of October, I9v9 by ~, ~~t ~, Mumma D~.UPHIN DF,PO~IT TUU:iT COt43',~r1Y dice Fr• esident and `•""- 5enior Trust Gfficer ~4 t,: S.S_t ~'^,»t: }{'~ ~.. ~~ -T ,~ '..F• ,. ~re!at c e .1r i tii;~d. V.,. ~ a ~ ~`+ , r :. _. L .. i.F:.<1 ~ . e , i .. .. .:.. ...:. ... :., - pp :~~: Cash: Income _ $ 647.3? Principal 13,859.58 24 Shs. Cumberland County National Bank ~ Trust Co . 720,00 146 Shs. Dauphin Deposit Trust Co. 8,806.55 3 Shs. Greater Lebanon Hotel ~terprises Inc , . 150.00 250 5:hs. Huamielstown National Bank ?,750:00 1333 Slas . Kim Company 111, 345.49 21 Shs. Penna. Power Fs Light Co. 4~ Pfd. 2,074.50 4 Shs. ~ Pennsylvania Supply Co. 28,050,32 $ 150. Greater Lebanon Hotel Enterprises, Inc. 5~ Deb. due 6/30/8? 150 00 . 16,000. U. S. Treasury Bonds 4~ 8/15/70 15,975.69 X189,529.50 T'he above named petitioner, being nary ~~~~~~~, ,...__ ~ petition, which are within the personal knowledge of the petitioner are true, and as zv iauw ,,,,,,,,~ __ mation of others, the petitioner, after diligent inquiry, believes the o be true. Sworn to and subscribed before me ~' Robert M. Mumma this ; eJ ~ day of ~j~-r-c.~„~e..-s ~~.•~.w:.~:; ~a;a4r~...~~: ~~ _, _ _ . _ Dauphiry.tleposit Trust ~ompa~ny 'v SC1-i[:DULIi OF DISTRIBUTION Ta ~ Barbara ,~tann ~4umrna Cash - Principal Income ~ 85.50 7----25:.1 S ~ 2,000, U, S. Treasury 5-3/4% Notes, due 5 1 23 shs, / 5/76 CCNB Corp. 49 shs, Dauphin Deposit Trust Company , 1 sh• Greater Lebanon Hotel Enterprises 38 shs. Hummelstown National Bank 143 shs. Kim Co, 1 sh. Pennsylvania Supply Co. ~ 810.65 2,004.37 240,00 1,138.73 S0.00 1,346.00 11,944.79 7,012,58 $24,547.12 ~~; _------- ~ ~,=~: . ~ 1973 July 11 Service Charge regarding preparation of 1972 State and Federal Fiduciary Income Tax Returns Dauphin Deposit Trust Co. Commission on Income TOTAL PERSONALTY INC~lE.DISBURSEMENTS SUMMARY TOTAL REALTY PRINCIPAL RECEIPTS $ 0.00 TOTAL REALTY PRINCIPAL DISBURSEMENTS 0.00 TOTAL REALTY INCOME RECEIPTS $ 0.00 TOTAL REALTY INCOME DISBURSEMENTS 0.00 _^_-- TOTAL PERSONALTY PRINCIPAL RECEIPTS $24,621.97 TOTAL PERSONALTY PRINCIPAL DISBURSEMENTS 800.00 TOTAL PERSONALTY INCOME RECEIPTS $ 742.29 TOTAL PERSONALTY INCOME DISBURSEMENTS 17.14 BALANCE FOR DISTRIBUTION Balance Consists of the Following: Cash - Principal $ 85.50 Income 725.15 $2,004. U. S. Treasury 5-3/4~ Notes, due 5/15/76 23 shs. CCNB Corp. 49 shs. Dauphin Deposit Trust Camp any 1 sh. Greater Lebanon Hotel Enterprises 38 shs. Hummeistown National Bank 143 shs . Kim Co . 1 sh. Pennsylvania Supply Co. $ 4.oa 13.14 $ 17.14 $ 0.00 0.00 23,821.97 725.15 $24,547.12 $ 810.65 2,004.37 240.00 1,138.73 50.00 1,346.00 11,944.79 7_____.-O 12_____;___5 8 $ 24_ 5____ 47.~--12 _____-~ .aN t `.f ` 'i'K"' ~ R Hr ` SCHEDULE OF DISTRIBUTION s ~ To : Barbara Mann A4umma Cas h - Principal $ 85.50 Income 725.15 $ 810.65 $ 2, 000. U. S. Treasury S-3/4~ Notes, due 5/1S/76 2,004.37 23 shs. CCNB Corp. 240.00 49 shs. Dauphin Deposit Trust Company 1,138.73 1 sh. Greater Lebanon Hotel Enterprises 50.00 38 shs. Hummelstown National Bank 1,346.00 143 shs. Kim Co. 11,944.79 1 sh. Pennsylvania Supgly Co. 7,012,58 $24,547.12 Exhibited into the Office of the Register of Wills in and for the County of Dauphin this ~ day of r~r ., '.v , 1973 by ~, Robert M. Mumma DAUPHIN DEPOSIT TRUST COMPANY/~ Vice Pr 'ident and Senior Trust Officer R_ h_. r- i l.~ jr_. 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S`'7•i. ;i:tc { tltt•°.1?~-of':[i :•tl 11crL1rtlt5 t11~f~tr;. 1 Iaal:i+iy - 1 1 Stfs~i+" (1rt ii}Yt)~e In ). 1'=1 t ,:;.rt„,.,,i ~ ~ s { . :lt~ I'• tl.i v:~tlt IiK1LA' ::1 )17 rlt , i1.'•': . r..+t ~ . , _.. . - (,rrx emui. ~. SECR~`TA~2Y'S. O~~FC. C:a- tll~a i^ '?ta,•11, !3.,. ,..., . 2~!'... ._ t, l,~r-, 17La"".. I, ' _ .. ~ 1 . ti\ 1[iiL..:~. 1L~. :a:t1114 ^:tl;. !++",!I ~ t 1Y1,{:~, .)1 1'.{~SICYf tJ is ;. 1h; ..I.j u~f~ ~~.::~y .~~,.: y'-.~ix.....i r..n .w.., . "^`f_ i ' :~ctr~~ary:oj 11r~ { tLrr(moaaM'.a1i11. ,l, -: :~ _, - _~ IN THE NAlUl~ AND ~Y AVZ+HO~#TY ~3F THE i ;:~ `% _- - CCy - zl~t0~'WEi~.~'~'H ~.~ ~'~35'YL'~A1~1I~ - I } 5 I { _ 5 + .- _ ~. _,__ _. ;' - --- _-_- £X~CUTIVE DEPARTMENT w - T~ alb ~v whom these Pre>,en#s shat} rbme, Greetiri ~. , :f • . • VJh2tels; !r, x+rcl ht• an e~rt t`L tltt• Gan,•t•at r1<sc~nl,i.• r.f the t'.+naunn+v!•alib of t'enn~;•h:a,ia, ,•;+tit4r.i,";\++ pct In pFn•ir)e htr Ili, nu•nrlrorasi„n.: rcynd,,ti~„+ rYi ,7rrt:+in +:+~r(.nntinua;' ,pltmrrzl the t"'oi,h••ttiatth da~° +iS ;\l+ril.:1+ttxt llUntini uric Uu~ns:mil eight lu,ndre~l :uxl coc,+ty-i,.ur, nud th.• zutq ,tifi'iPtS fhti:ratu, du Frr!i•asr.~;r ;;4 thr, tinntnton+realdt is authnrizcP and rennira( a,ricd,c i.etttrs Patent to all rntpnr:dinns (oru+exl vn,lrr the hr+,ris,im+ said n,~t~, rtn(aaecd a~thia th.• vctGnd class n mCd lhcrcin. ' Arid Whereas, '7'he gt,l+t:litions and conditian< in said Act of the General AsscntLly.and the supplements thereto bare been fully tomplicd .+~ith. ,_ J _._._......_.~_.~- r __.._..,..~.~. _..... _-._..~-......,. ~ ____~.__ ._.._....r...._..,._.._wa.....__ ,..._~...._.._...... _~.__ ..._._._._~... . ......._. .._._.... .... V . ~`iiarefttre, Know Ye, That itndcr attthnrity n( the Constitntinn mul laws of said CommohH•cxltF. in ~uc:h etsc mndc and proridc<), I do by th; Ptssents ~tl+tch•i haa~e'taust•il tt; iu made. Patent atsrt ceased +rith tihe Great 5ecaf of the State, t:reatC, arect and incnrparate the s+thscKbers to the st!u-k •,i +: ~i cnrltaratin+, tircir ~ssntiafies nni sneces5nrs, xnd also those trho mar thereafter become st:hseril>ers or hoidcrs of tht suxk ui the laid atrpnration, mtl l:+'orts- {yolit~C 1t,d enrjtorntc in ilcrd and in 1atr, Irp the ttamc chosen and hcreinbcfarc s~,ccificd, tc•ho Khali l+acc sncccssian__.._._._....._. _,__._......._. . ~' L_ ..._ _,._....._ .,7_"`~',:.,,~ ~!L'~-ztaT~.. __. ......and shall Ire imtstcd ,vi4h and harr. and ehjuy all the 1>nwcrs, Priritegr~ and franchises incidrrt u `}. ttsr•[sor,*,trt~n-•;tcfiti bn ~itbjctt Y~ ajl ftie dnti~ c; ri'~Inirl•in,9,is and restrictions spccifird and cnjmned in and b~• the swirl :\eta ~sf ti,t: i;enrtrrd ,\sscn,Lly and ni},cr j~(ze of iti'it'Cotnmamvealfh. ~ ... `•E ._ siren nrtdnr ,rry hand and'ti,c Gtcat Sea] cf the State, xt tltc City.~S.~.:trrishutg, thts_.. ~'~!~_~+~'~~i..~ . _. flay o~:_.. ~ +?._____._.._.___....___..~.._.,.,,.,,,,,.,.,_•in tht: yCar of onr 7x+rd one t-~ionsand nits k,+ndred as+A 6t¢wt ~'>a:~: ~+'•~->"ts2 and ni the Commonwealth the enr Itatndred attd ~~~!3Y~` ~~±tYle~.-.. .. . . ~ ~ ..... 8X'' Tr?`~ GOl'kt2lif~R: n ..., ~ sa .. t ~.:; 4 ' ... .,.~ +Li4fb •nj i'm. Cmnmua+T'+"c tk t !n compliance with the reyuircments of ArlicJr VIII of thr Act of the l'.enrrsJ Aasembl} of the Commonwealth of I'cnnyylvania, known as the "Butiinesx Corporation Law" approved May 6, 19:iJJ, pro- vidine fnr smandmentN t,i the ArticleA of incorporation of cnrlwrations, Pernaylv,nir 9ugply Coc:pAny, 1?arrle5urg, Pa• hereby certiftea, under its corporate seal: ~, 1. That its' name is P~':'ii8YLP11TtIA SUPPLY . vv"{~t.Pdl,'Y, f1Al~ICSa... FA,. __..? ..__....._._.. - .and that its registered oftlce is located at Ton~kt,,,~d.iL::2berri S:reeta, 3arriabuiC. Pa. _.._ ....... 2. That it is a corporation incorporated and existing under the Act of the General Assembly of • :.;3' the Commonwealth of Pennsylvania, approved Apr it 29, 187, as ahowa by its Charter and Letters Patent dated the 1'. i:a day of July, 1921 ,and recorded in the tKlice of the Secs- ', tars of the Commonwealth in Charter Book No. .208 ,page 7;78. and In the 'oiBa of the l~.ecorder •, of Deeds {n and for the County of Daupb;;l on the . 3d day of Jet. _!1Q~1 ' <~-< ' in ... Dha.,rker Book. s.IC?...:Page..133. -. ' 3. (a) That at a meeting of the Board of Directors of _ .l'~'S73sY..6735- SUPPLY QOy'3~68Y.....__ , :.f.~:: _ ' i ~-:. ` -' ~~. ~ _.__.HQ~ZSHIB4......Ph.........._.__._ .....held on _........_.._.... __,~:et..2d.. .. _._ 19~~, .,' a resoiatpe was adopted authoriziag ea amendment to Paragraph ~..,__.?:_........ of the Articles of Iaaar-.. •. •-~ s ~~*. ' 6. Thst at the meeting of the e?iareholders, held ._. ....8*.. 1?~.ti-r........._, 19..34., _.. _'-~4 _....._..._ - - _ ehareg were voted In favc•r of the resolution amending the Articles of incorporatfon_pt the corporation •' in the manner hereinafter set fortis, and a0 .- ._shares were voted against the resolution. ' • 6. That the foAowing reaotutions were adopted by the persons or bodies corporate hording st t least a majority of the outstanding shares entitled to vote thereon :, • 19~. ~ ..;., "hoklera entitlHl to vote thereon at a meeting to be held on ..........._......J~6.L...].4Sh...._ _......__..._. ,•....: • P'EE.'i! YI,9 h*lI, Y _ ' (h'! That, a meeting of the shareholders of ._._..........__._...$ ......._,_...._.5.~.~:.,_._4~°,~ •` : , to take aet~ • epos ~ ; :: . .:, _ . ` ~,~; . amendment. was held on .._........._.,uguat....l4.hh__..._.. _ __, 19...3.4.., at the regiatarsd otRoe of the proposed corporation, puraaant to •.tr?'~ttem..iso.ti.ce..given•..£o,_e.pct';s;tocsdsaYEez-of_raeord;-at-leash--.~ ------z- Sea da;:e Detore tY,e meeting. ' A. ,That at the tiros of the meeting ai the shareholders on ... __...~?.t 14th .. ._ __: , 19..34-, the authorized number of shares of the capita stock o4 the corporation was _-_.•.~ .. _.__._..._..., •. of which .._..._.._._'h00 ........ .. _ .shahs were then teased sad outstanding and ._.._._ ....40Q . ___ ......_ entitled to vote on the proposed amendment. ~ t , r.... ; f'iM ~`~Y/Jmi.7~'t~: .3 ~.~"-v~~~C'i (`3`?' a.~. s .. ,. v ... .. I. ' H• _ { - BE80LVLD'ttuet Paea~rsph ..._W.......2... __...._ of the Arttciee of Incorporation of this aotpontion be f,%,` ,~:z~;. „';,~ :`'°' wd.the same ie hereby amended eo os to read as toltoeve: ~;,> . AI.'!.. r 'f . a.:~~ r ~ _ ~!' ' .. ~ f ~ ~` ~~' ~~; w k 2nd! ~ .. tom, 4orpcretion ie formed for the purposes of . ~. ' t11. ~?~t~ sallin~ ,~ dealing in fuel did Sa ell kinds of me- eF~~'•x.~#~f ' " `fsxiir'~s;,,~s~a~ipeba~ ~ ~~snppliee used ib .buiLding.aad coaatraa.. . ~~_ ~ ~,~~„'",~ ..~ ~.xa~lCa~tct wh6,~leiv8le 'ar retail; " ~' ~ ~~ah . (aj .ths aWnoteietnr~.ng dis- '' '~, ~<`" ~ ~, >i'~ ''t~~~t T~ed~ bil~lsvayedaz-drateruc ~~~ e~oi er-oryaYi ddead char_ ~r:,, g !'F ~~ ,C ^.~ .. A .. ~. , . r ~ ' ~r w Y JP" 'M' ' AiY ~P~~ ~ Ott ' '~r a i ~ CYO ~' f.F s+' -' _ r, ~ ~ ~+~"/ .il wX f,G, '~s~ it ... ~.+. ~. .f -a ''k'xx~,.~. ud .f~~f.7ir 7(a~tLar~Y r'a '+r.r+ [ t < ~„i,- .L _ f~,d ~j , y fi~: h ~ ,. ~1 ,~r !7' X ! i .,r; ~ iv ~ !~ ~ yr y .. `. ~ j' ..e{. Y .. it . ': (M~~ ! I `. .. .. ~!•'` t•. , l' 1 ` .. ... - _.. ,. .. ~ , . a. ._..__ :.G ..fir. :r , T, ~~ .. RF$OT,VEI:) T•'iJRTIaF,It that the Presidc:.t rnd Secrc nary of this corporation be and they arc hereby ~ authorized, empna~ered and dirricted to exi+cutr, undrr the corporate veal nt. U+iv corporation, Articles of Amendmen! tv thu Articles oT lnenrporation and to fiie ouch Articiev of Amendment with the Ue- i pariment of Statx of the Commonwealth o[ Pennsylvania." i v. IN TFSTIMUNY WHEREOF. PL.%+SYLVd:;,~`. BUFFET CGl,~~:!, 9,aREI$}3!1?ir,, p;~. ... * "~ hae caused these Articles of .Amendment to be »igned by itv President and , § . ' its corporate-seal, duly attested by itv Sccret,~ry , to be hereunto affixed • this 14th. day of A~u;ast , 184 . p>;itn.,~+S~..Viu~.`;,4,.$LY COk'~..AIF~~...AA~.~.~~. Pd. ~.~ • .~ , Prea onti`.~ ., Attest: ,' ~~/-~~~ i~ _.. _. _...a._.~. y.w ~ ~' ~bCre ~ \ .. .. .. ... ~~N~ ~, ~ (iomInonweitlth oi' Pe>rmRylvanie ~ ~' . (iOlUlty 01 _-. ~81223ti1D• ' .T r.. ,: . .$E IT~REMEDiB_~._E~-that-on-thia~: 15th -~- daY-.ot ~tBV11~ .... .-19-~- .~-----__-- fig; ~ before me, a HnLary.._Public::... ' ._ ._.. in and for the County aforesaid, eraonaJl a aced ;r ..._ - P Y PPe ., . N _.....:_.._~.iL~$-1L.....,la'if14~1....._Fze:eldes+t. and J.4>~,r..~i., ~l~fl._..Quctet?rY~......_._., ,.-xr- r ~- .. ~•,~ ~ j ••.~...?>~:~....., ... ...,.......,..,._._. Ah>3RIa80RG 1'A... _......_....-. . the COi'po7$t7D11 naTapd ,~ ~ ~,,'o^F~' .. ~ ~~;~ ~ and which executed the foregoing Articles of Amendment, who Be{n;i severally duly sworn, did deyoae. and ea that the were petvonall ~+,~ r'' y y y present at the execution of. the foregoing Articles of Amendment ~• `' •' F+ a _ ... and saw the common or corporate seal of ' 6 ~ ~'~ - ' ..: P&2t2i52LYdiId_.SUP,PLY.G9iFPAl~7, HA81{T._>~...Pl._._._._ .' °,. ~.. _ _ afflzed thereto; that tfie seal affixed thereto is the rnmmon or corporate awl ~~ of the corporation; that the foregoing Articles of Amendment were duly signed, seated and delivered 'ii' • by, and as and for the act and deed of the corporation, by the authority and at the direction of the ' ~ persona and bodies corporate holding a majority in interest of the capitsl stock of the corporaticvt,snd •'~''r that the ndmes of the said RALi'ER N. • LtUb+~,:A ga PreaideaC r rr~ t and of .._ _.. ._ J01i~. C. 804TF~T ....... as _ .. Sacra tart .. subscribed thereto t ..... _. ,, .vy are in their proper and respect.ve handwritings. Il , ..},-7. ..i ~ 1 :e ~ a' - - . h F~ a, _ ~ G.~ Sworn and bubsCti6b~d before :rte this r ' 15t 7'ay °~. A~(:st 19 ~'~, y . (1 1 '[\' ~ .a j ,~" .. ~_ j k C. tssA-h) r~ .. ......i~<_,.,........_..__...__,_.~._ . __.,_ .. _ _.. __... _ , I ., ... ... ,' ... s Approved and Aced in the Department of State, on the ....$~tt} daq of ._._A.~±B_~~.. d D. 18.4 r 8ee-etary the CoIDmon~rpllE Amendment Book No. S~._. ,page .._2Q , ;; _ 'y ~i a ~` ~.i ~;, Y ~~ ~- fA: M1 . t s; . ' ~ ~, {i ~ - I' 'U.4.'.• . On"^'f~ilq '. y~.. ~.iCCN!" 4' ;_ > , ',~?J~yp~~y, sf WI. "~6? ~ ~ - rye. yh.. v;.r ~ +• .y~. {.y~. ~ vS S f 1 rc^,t.,. 4 .l ~ J ~ r __- .. -~F'K~ i . . ~s~ - ._ .--.;~ guy.-9 , ~ _ - __- -._ .. -_ - _ ~ J ~ -..~, , ~ _ _ _ a _ .• ~• ~F?y , ; ~iv. ~ SRI ~~ .. ~ .. . , ~ . ~ ' ~~` ~~.. ~Iri+ ~~~~~~ .. <7 ''.war.-: ~'w ~ _ ty Y'._ ~ ~ mss" «. i r, ~ .. yz a + ~ 1 s `_. _......~~Y.~.~_~. _ _.~.. _._. __~__._. ,~ _ ~ ~. I ~ ' ~ : i ~.' :: ~"t ~ _ :i./tii ~'Ai ~ y' ''' 2 -. i i 1. .. i ... ' i w.. i 3• ~ ~' ~ ~ ~~~ ~, :yn~~~e Ill o~~.•r~~a•.. liorye JaccE, "~~S~l'~ ~06)~~ixa~,cl (,~u, J`~"` ~``o/ g~~lQ~, ~d~itir~ .J'.arn6ru ogee ~/.auaa~ad ~eGite ~ru/ixu/. unul t/uxt~.(/uxce, tie ~G ~ae~rtlo{'~ateia (ccct~io~v~ea/a~zd~.~~;un~er~C~ rta.cea Bvic~~;n;crirt~ f,/ceamrern~nce~rl~~/ie ~~ a~:Inoox~iaw~iongPaderei. ~1 caa~tdxa/ca~t ~xx~rnu~tvttcu~x ar. lu,~~ectto,/~~lixo2rwio~w t~l/Lq,~' t'acr., amc/ ~~,~, ~/e..d/c~icc.~atiair9 a~uGco~u~lilarw ~'t,~ial' `cPix_ taGrun~~ to lfie unru~•ytdii~ae~t~a~~eGxlic~4 a~J'-~uax~fiaralurii ~c~ ~iee~c ~,cclG~ u~irrji.~ie~cu~ 1~,. _.__ Pi?NNSYL•VANIA SUPPLY roMPANY Hk°pISBQRG Pl±~_ • ~~~~~r 9n ~P. J'7~e~~ tie ~~~,~.~~, t>!is~Gfo~virr.aruuet~/i~rdcv~ecl~G~P.u~~iC.e~a~~ie~ccac~neaa~~,a,~.. attaic ,9 IAm ~- ~~cs~ PptEss~vz's, ia/~ ~laaiue, aiu~etl to ~e _ ._._ ._.-~ealedcuztdi t/ie ~a~at..yeulc~`~ce ~~~aisin~oni~/,exterz.~/. tt~e lifa . ~tcl fiocur~ c~~e caxftaxaCiaoe ~tcvrtaecG~aue, vn iucar~airacc cait~ ~ie lPn~nd wnd~ixau.~sraiv a~~ft . S~~r~ c~e.: ~'._G~rtnnctrmerzt flnete~rzled ~ d~ ~~ C/e ~Jefuvxl.»Leralo~fGzle• «~~ fic/~fiorrexumdaccC/u ~o u4euou./ en~vr6 ~~ ri a~~u~/pjux~l, .~cr.~fec~~lpto allt~ei•xavi3iana cr~t~~eb~iG- G,ori0 a~t~e `~ eebvrred:l 7x~•r~r oration J~zca rvre~/u ~ot~ierr a~c~/~.iar~elcuc~ ~i get/~:, ' • r7r m.Y~trr^naLlri.: I~., '~8$1~~ rvrulcii~ r~vr~ .~~inea~trnt~/, ~ ~xueC~eee~o~ ' ~ ~o~rrm-,arrtiucrt~. ~t,/u: ~Gr~ a~~~ wxu ~ivxi~. t~i,[:l ?Q~h_dai~af~uBuat i~ • inr• Elie ~~Qnc ~ulvx .lo~liior~<~zoelisiim~L~ei~rc ~u~~upGrei/.r•~u/__,~hirty-four ~,~,~ ~.c T~u»n~iz~,iuvecc~I~i /,/u• ottc liu~rc~/ixP,c/trnza~ rsr -n th <~ ~ ~ .~~~ ~..- ' TLS `. }~ f E 1 ,. ,~. ;.: a r; PE~N~1LYkz~fz SI;Pf'LY CONtRAI~,~ HARHISBt3RG, PJ~. x ,: E I ~, ~' ~a ~n com~~,~.az~~ee wa: ~h the r~qu~.rem.ent ~ a~ Artf c3.e VIA of the k.ct of Gener~~. Asaemh~.y off' the Ccm~ma;rweae~.th of Pennsyl- V,a2'l1d.~ ~~fl~ a.5 the »~U$~.3"!~f'8 ~'s~r~lak`r'J.t+].Ot1 ~r8l~tn ~ fipp~`QVed y 5, 193, P.~, X64, and ar~+endment. t}aersta, prc~vfdinp; P'ar the cance~.~.at~:a~n aP shares acqu~,red by ~r~r~atioreY FEd3IJaYL~11~3~~A ~t~PPLY C~7NPkhY,rtl~~RI3~t~R~, PA. hereby certifies, under ~.ts ~a~rpax~ate sea3a; " 1. That ~,ts raxma is ~'3-~3~~.V,~.~~,~ St~P1'LX CC~iPl~I~Y, ~.~.T~R3r5Ht3R~,• ~~, and that its, registered a#'tic¢ is ~.vcated at Tentk~ ~ Aulberry Street, ~iarra.sbur. ~, P'ennsy3.vanaa. That ~.t is a norparatian ~.naar~arated and exi.~ting under the t~cte of the General Ass~~bl~ t£` tk~e borr~onwea.].th off' F'ennaylvan~.a, as sha~an by its Certificate os I~ica~rporat~.on c3 ated the 19th da:r u''' ~y<.;.. ys;.~.' ~';~ . >~ :. Is ~` ~, ~. ~+. a. ;. oz Ju3.y, 1~~1 .and recur. dsd in the ~eaa.rt~:ent, cif ~-r.,~t;Q of tree ~ommonweaSth in ultarter Rt~ok I3p. 2C~F3, pale 3.78, a s a.~ertdpc~ gy nrt2Cl$c O~ ~.~etdment filed ire the' DeFartrr!en~C of SLat~ Q31 tkt~; ~~t}~ da,~ of ~u~ust, A• ~. I93G. zr! .~tt;endmert Hoo!~ i:U, J:~~, 2. T`:•~at vhe a~sre~a .e nw•rbar of shar. es c~thich the ccr~c~r.a.ti,.cn :gad auth;,~'•it~* to issue :. s rive h~zndred ~ 5GG ~ sh.arf- s. 3. ~'hzt thr s~umk~ar of shares cancelled is *wa hundred { 20fl) . 1:. hat a r:,e~~t, ,~ of Lria 'uoard c~' Di..-uctor~ cif said ~t3?"Nfri~.v20T'~ ~~~.+:~ Gi? N1P~^,F•it:~J%~ iAt irr+t,; t~tA'8tJZi~t`?.tsT:u ~7~P@ 'c1~4~t45;: ZTiF"~?C`v~.L~~ $llC~t C~,Y1CP.?.i.u'~`s.t3R* 5~2~'. rt. E?`;.G::.ut1Q'!8 ~E'3,.ir~~. 2: fQ~'~.GitiS: ' ~~ tJHER?~.t::, this Corporation holds in a.te ~! treasury 2r~ WharQS. of this Carporati.on, of the gar v~.~at; oP ~IU,4UU, acqu,i.red by cam- `J Fl.eta.on of ~?.u°chase on December 3U, 1955 at a whf.eh time, and at the time of. each payment !~ on accoi:nt tkser. e.of, the net assets of tt~~: Ir>: ~ CarAOratian. vrerp' not less than. s.ts stated ' S eapa.tal and tike acq~a.3~ti.on~ of saiel sharps ~:d not .reduce the nat a.s'sQts of t~;e CorM r~orat~.an b~;1or: {ts sta.ted capital; and ~-IiEKFAS, under tine laws of the Gorrrnonwea.3.th ~' of Yenns~~lvania, shares Wo ac~uireci may ~e i cancel? pd ay resolution of the Baard of directors anct the filing of a Statement , of Cancel2aticrs wfth the t~ei:~ax~t~rsnt of ,, _` --_ _ State of the C~~r~monwea~~h of Pennssylvani~. RESULVzD, That this Corporati.Qr does ' hereby eance3 2GU whares of the Capital Stook of Lhis Ccrpc+ration cf the nar sa1Le o~' ~ yl0,QU0.0U ?:~retc,fare acqu;.r~rl by vurcha,sp and held in tre treasury of the Corporation; anc. tic; CLV~;~, 'T'h2t ssid ~2IYC°'i1P,!~ shares sha3.~ , ir, rr..*fforr:.ty~ ~.~i;,,h r..he St at ate a~ ,-? th !r~ ~A1114' SZC3 j'~S'Oil;~.~~1C77? '.,.Il. tr:C? i1T`i.iC~1~S GF ir.Y^.rr,orat#.c?;; t_~rc'~:i~~.i.t.inL tlzn ; ~iss~l~ of ~=uch :;2iFS~ ~:s. 7ii:~Tr' t%i Sta%~i;- ~i dily},G: a. :~~ ~;i.~`.. ur,i_ s as~l sha„~ c of t;~ +.- Cor~ora~ior. arr~ sha.l I • C~° ~iz^.i"~~ ~G ~a.! o T.;if? s2,~re ~=4:-sri~: ~.~ urcr. ' i + ~ hti;cr r' s?r~~ ~' ~Y3a~i i..}1r ~u~n 1. ~!i'1?. .J ~."~+ C7 .. ~: it ilCl2" ..~ lU4 a.i;.. . r ,,, :, '•.R ~ /1 1/ F..' • ~i c.p .~ ~: ,:. ,.,. ~. ~g~~ ftESC?,U~II, That the Corporation st'tall appl? to said cance.l.lation an amount out o£ the stated capita? e~uaT to that portion of the stated capital represented b;~ said shams at tie tiaje of cancellation anal ahal.l reduce the earned surpXus by the amount which thesa~.d treasury stock so cancw?i ^d exceeds said. e~roount of stated ca.P..taTs and Rt;rSGi,~~,i~, that tine F; esident ~,~d Secretor;r o~ th9.s Cor ~;oratS.on st~a~.l sd.~n. and ver~.f'.Y, under th a Qe~. of the Cor~;orat5. an , ~ S~aL' ement of ~~-ncpllatio:: and Jha,~.l del ivpr aa,? ~~ Stet P~ merit of Carceilation to the. ~ep~2.rtrr=en:, of Sate of t~;e Coa~mon;~ealth off` Penns}~l~/an~.a f'or' ~'ilin~, ~. That the nurr~ber of shares whic!^ *i~,n Corporation ,. _has authority to _ssue--after_ ~lvina effect- ~;G s:;ch carcellatior, is SCC. ?`tZ~re are no cl.assk~, o:' seri!:5, 6. That. a~}e a~~;rematp r.-.~r:b~- ~C ass=.e':, shares a~'t67' F1Vi;1~ e`'feCt tG S'tCt' ca.nCeliat~.W~r. '. C. .'CiC. 7. '?'ha aft~;r r.ivin~ effec*. tcy ~~..;: c;.rtce? ta:,'~cr. ~~e 3Ii`,Qull'~ Oi 44tY.tf:~~ C2.1`lta~ 3.^_-. y:.i;,r}Ui?..~'~) ,:i;~j 't`!E' 3ST:U?.]::ti Gf• ~'t3~c~ lrl ~ikrL~l.i..s Ci i.ss~ ~;c.~Cc u'~%~.Gii i a^.~*?~ . i~. '~`'IB.f. a~ `hF ~.ri°5 iat`?T T1'iR e~'1.~,.I'nc ;.~ ^,3R!;F±].~nr 'r7°:"~ acqu~.r~r 1~<J 2'„'t? ~r;,Y©I'3i.iO;Z ~~7-Y'. Yi~~. c3,~u`~,° ~.f! ~C',. ~" ~;Or'"*G~a.4loii idc'.r~ .tG•". i.~8.^_ L~':~~: :?.:.., t~',•2~ G~r'~t%~i il'7'j `a:i'iP?. 'rlC.c~U:',:i.L].i+i:. ~:.a t1C~i; '':s•i;3CA 1.~5 11 E' A.''SAtS ~Lal.(~ih i,i;~ C?'.~~rprt cad}zi,a! ,: . ;~ . ~F~ T~~TiI~;~3~X iatlaF~O~; PFNN~Yi.VAIdI~: SiIPPT.,y CONrPliNY, ~: FA. has caused this fiAt~RISB~:R~ .~taterrfent of Gancel].e.tion to , ' b? s~.~ned by its Pre sid.An.t and.. it ~ corporate seal , d.u~.y r ~ ~ ~~ attested by its Secz~etary to be h.ero~unto affixed :his ~,~ ~ ~; f ~.' -: ~ day of ~Iaart:aary, 195G. ' ' , liT~'EST: P~~tI3SYI.YANIA SUPPLYuGN;Ps~NY, ~IliRR IS~3ti?~.G , PA . ~''~~ `~~cxet~ I'x~a aident y eJ , + . . ~. ~ i ~~~. . . ~ .. I ,. '~~ ':~: . Cf~2t~01+t'r~EALTHaF PEI~t~{SY~,~J.~TdZJ~: I~:, ~:, . ~; i~}- C(~~1~Y 0~ D~iDPHTN LiS: ,._ s.`~:~ On this day of January Iy56,, before me s~ rotary P~.~blic in and i'or said Com~ronwea3.th an.cl County, persc~n.atl.y appeared Robert 1~. I!umma, the President and Theoris Wi. Mbert, the Secretary, of F'EI~T~SYLV;~idlp SfTP1~LY CO1~PA1vY, KI~RRZS1~1tG, PR. , v~h~o bQit~a du).y sworn df.d 3cpose and say that Lhey axe respec- tiv43.y President an~3 Secretary of sa#.d Corporation;' that the fore~oin~ .~tatrrent G€ Cance3.].aCi.o~i was duly sic-.,nead sad sealed by them as the act ar:cl., deRd of the Corporation; that the seal affz.xed thereto i.s the coxnmox~ and corporate seal oP the Corpor- ati.on= and that the statene:nts therein are true to trie best csf the #~no~.~led~e aid LelieF of each deponent. ~. o ert , . u~rma h~eri. s l~i"":'~'~bert "' ~' .) ~'~~ I,~y Commission CXpi.I'ES: ' ~. e 5vrorn and subscribed. ~+efore me ` this /.l~~day o~ January , 1~S;F ~- e~. . 'notary Fu .a i c . ~ ~ ~ ~`'' •.. . k Y,~ ,~~Ur VB(~. ~t7d fiiE'~. :. r. '^. P. i~Epartrr~er,t, o; c~trte, ors t's~ ~ ,,, r.3aY of ~ _, :, . ~, 1G jj ~ r ~~ ~---~, (U ~ ~r4r PJ lvB. ~~ Q li Q ~Qm~©~~~~~ O ~ 1 ~~~, , - u In compliance with the requirements of Section 307 of the Business Corooration E,ow approved May 5, 1933, P, L. 364, as amended, the follo~.ring named Pennsylvania business corporation makes the follo.ring'statement under its corporate seal: 1. The name of the corporation is: PENNSYLVANIA SUPPLY COMPANY i~ `.','.'~" '~, ': . 2. The address of its present registered office is: Tenth and Mulberr Streets Harrisbur Dau hip Number Street City County 3. The address to which the registered office is to be changed is: 1Q~1 Paxton Street Harrisburg Dauphin Number Street City County 4. Such change ryas authorized by resolution duly adopted by at least a majority of the members of the board of directors. IN T~TIMONY WH~EOF, the corporation has caused this statement to be signed by its President or Qice-President and its corporate seal, duly attested by it's Secretary or. Treasurer to be hereunto affixed this ~tst day of March ~ lgb4 PENNSYLVANIA SUPPLY COMPANY By ~~~.-._......~.....,.,. President Che.nge of Registered COt9~tONWEALTH OF PIIi!1SYLVkNIA Office - Pennsylvania DEPARZM"?3T OF STnTE Business Corporation COR~gR~TiON BUk~U ,:~ , Attest: •----- yy~• C~'~"~'' \/~-' ~ ~ ` Secretary or Treasurer (CORPORATE) ( SEAL ) Approved and filed in the Department of State on the ~! deg of ~j-.r~~ A. D. 19 ~1, . ' ~~~~ Secretary oY the Co~nonrrealih FILING ;'F~ - $10.00 i ARTICLES OF t~RGER I In compliance with the requirements of Article IX of the Act of I the General Assembly of the Commonwealth of Pennsylvania known as the 'Business Corporation Law," approved May 5, 1933, P.L. 3b4, and the amendments thereto, providing for the merger of any two or more ~ domestic business corporations, PENNS'YLVAN'IA SUPPLY COMPANY, HARRISBURG, PA.~ .and / N,AI~IDEAL INC. , • both domo~tic .corporations, hereby certify under their corporate seals. 1. That the surviving corporation is Pennsylvania Supply Company Harrisburg, Pa. / and the location of its registered office shall be 1001 Paxton Street, Harrisburg, Pennsylvania. 2. {a) That on June 19, 1904, as authorized by Section 513 of the said Business Corporation Law, there was filed with the Secre- Harrisburgi Pa.~ tary of Pennsylvania Supply Company,/a consent in writing signed by Harrisburg, Pa. all of the shareholders of Pennsylvania Supply Company,/waiving all notices required by the Business Corporation Law to shareholders taking action upon the proposed Plan of Merger hereinafter set fort= and approving and adopting said Plan of Merger. (b) That at the time of the filing of said written con- Harrisburg, Pa. sent of shareholders of Pennsylvania Supply Company,,ron June 19, 19.;,4, fi :~. . ;; ~'~ ~... ~' the authorized number of shares of capital stock of Pennsylvania Supply :?arrisb~srg~ Pa. Company,/(whether voting or non-voting) was 500 shares of which 200 shares were the*.: issued and outstanding and 200 shares were entitled '.;o vote upon the proposed merger. i (c) That at the time of the filing on June 14, 1964 I of the consent in writing signed by all shareholders of Pennsylvania f;arrisburg~ Pa.~ Supply Company,/200 shares were voted in favor of the approval of the ..; I4"~ .~ ~. ~~_ `:. I, f~ ~~; !. s Plan of Merger, hereinafter set forth, and no shares were voted against the approval thereof. 3. (a) That on June 19, 1964, as authorized by Section 513 of the Business Corporation Law, there was filed with the Secretary of Mandeal Znc. a consent in writing signed by all sharer.ol3ers of Mandeal Inc. waiving alI notices required by the Easiness corporation Law to shareholders taking action upon the proposed Plan of Merger, hereinafter set forth, and approving and adopting said Plan of Merger. (b) `That at the time of the filing of said consent of shareholders on June 19, 19fi4; the authorized number of shares of capital stock of Mandeal Inc. (whether voting ox non-voting) was 500 shares o£ which 200 shares were then issued and outstanding and 200 shares were entitled to vote upon the proposed merger. (c) That at the time of the filing on~June 19, 1964, of the consent in writing signed by all of the shareholders of Mandeal Inc., 200. shares voted in favor of the approval of the Plan of Merger, hereinafter set forth, and no shares were voted against the approval thereof . 4. The names and addresses of the persons to be the first directors of the surviving corporation are as follows: Robert M. Mumma, 49 Hillcrest Rd., Wormleysburg, Pa. Theoris :t. Ebert, 345 W. 16th St., New Cumberland, Pa. Barbara M. Mumma, ,49 Hillcrest Rd., Wormleysburg, Pa. ~~:~~' S. The following changes are desired to be made in the Articles of the s~:rviving corpora~ian: Paragraph Second is hereby further amended to read as '~' ~~ follows ° ks ~ -2- t i f ,s ;f Ir ~~: ~: ,{{ fY• 1 3. 1 1L I E i i The purpose or purposes of the corporation are: "Second: / To buy, sell, lease, export, import, rent, manufacture, service, maintain and otherwise deal in all articles of commerce including, but not limited to, mining, quarrying and the exploitation of raw materials, to facilitate, build and'put to- gether roads, highways, buildings and other struc- tures, and to own, invest in and lease lands, build- ings and other structures whether as owner or con- tractor but not as broker or agent." Paragraph Se~ntl: is hereby further amended tv read as follows: "Sevenths Z'he authorized capital stock of *_~~e • corporation is 1500 shares of a par value of $50.00 per share." G: -The Plan ~ Merger is as follows: ' (1) Mandet~l Inc. shall be merged with and into Pennsyl- vania Supply Company, Ha:,~4isburg~ Pa. (2) The surviving corporation shall be Pennsylvania Supply Company, Harrisburg Fa. '(3) The merger shall be carried into effect by the transfer of title and possession of alI of the assets of Mandeal Inc. Harrisburg, Pa. to Pennsylvania Supply Company./and the assumption by Pennsylvania Harrisburg Pa.. Supply Company,/of all of ~he ls.abilities and obligations of Mandeal Inc. (4) The manner and basis of converting the shares of each corporation shall be as follows: (a) The shareholders of Pennsylvania Supply Company, Harrisburg! Pa. / shall present their exiting Certificates and the statement of the `uthorized capir_,;"tization shall be changed as herein provided and said Gertifi%:ates shall be redelivered otherwise intact to the shareholders. (b) The shareholders of riandeal Inc. shall surrender and no shares of the surviving its Stock Certificates for cancellation, /'~~~~~~~~~~~ ~ corporation shall be issued ir. lieu therefor, as the shareholr oa 1 of the shares of stock of Mandeal Inc. then outstanding is Pennsylvania Harrisburg Pa.~ Supply Company „the surviving corporation. ~_ (5) The name of the surviving corporation s11a11 be Harrisburg, Pa, Pennsylvania Supply Company,~nd Lhe location of the registered office shall be 1001 Paxton Street, Harrisburg, Dauphin County, Pennsylvania. (G) The authorized capital stock of the surviving corpora- tion shall be 1500 shares of the par value of $50.00 per share. The total authorized capital shall be $%5,000.00. (7} The first directors of the surviving corporation shall be Robert M. Mumma, Theoris M. Ebert, Fiarbara M. Mumma. (g} The purposes of the surviving corporation shall be: To buy, sell, lease, export, import, rent, manufacture, service, maintain and otherwise deal in all articles of commerce including, but not limited to, mining, quarrying and the exploitation of raw materials, to facilitate, build and put together roads, highways, buildings and other structures, and to own, invest in and lease lands, buildings and other structures whether as owner or contractor 'but not as broker or agent. IN WITNESS WHERFAF, each of•the corporate parties hereto, Harrisburg, Pa. Pennsylvania Supply Companyy end Mandeal Inc., has caused these Articles of Merger to be signed in its name and on its behalf by its President and by its Secretary and its corporate sea•L to be hereunto affixed this 22nd day of October, 1964. ATTEST: _~ L-. Secretary PENNSYLVANIA SUPPLY GOMPAI~Y~~. H I~EURG, PA. President Secretary ' ATTEST: Secretary MAIv~FAI. I NC . y President Secretary ' Approved and filed in the Department of tate~o` ~t e »rddey of " October A.D., 19b4. C• =~~~~•~~~ Secretary of the Commonwea tT+Ii -r~ DSCB-56 (Rev. 5-SO) e~otntnontneattf~ of ~enn~ptbania ~~~ .~~ DEFARTI~NT OF STATE TO ALL TO 'v1KOF~i TH~.SE PRFSII3TS SHALL CAME, G&r.ET2NGr WHEkEAS, under the terms of the Business Corporation Law, approved MaY 5, X933, P. L. 364, as amended, the Department of State is authorized and required to issue a CEI;TIFICATE OF MERGER evidencing the merger of one or more corporations into one of such corporations under the provisions of that law: AI~1D WHEiiE~S, The stipulations and conditions of that law relating to the merger of such corporations Y,ave been fully complied with by MANDEAL INC., and PENNSYLVAl~aIA SUPPLY COMPANY, HARRISBURG, PA. THEHI;FORE, KNOW YE, That subject to the Constitution of this Common- wealth, and under the authority of the Business Corrpporation Law, approved May 5- X933, P• L. 3b4, as amended, I D0 BY ?~HESE PRESEi~T5, which I have caused to be sealed with the Great Seal of the Comr~onwealth, merge the above named MANDEAL INC. into and with PENNSYLVANIA SUPPLY COMPANY, HAI3RISBU1tG, PA., the Surviving Corporation which shall continue to be invested with and have and enjoy ail` the powers, privileges and franchises incident to a domestic business corporation, and be subject to all the duties, requirements and restrictions specified and enjoined in and by the Business Corporation Law and all other applicable laws of this Commonwealth. GIVEN under my Hand and the Great Seal of` the Commomwealth, at~the City of Harrisburg this ?.3rd day of October in the year of our Lord one thousand nine hundred and sixty-four and of the Commonwealth the one hundred and eighty-ninth. ~~~ti.~ ~' Qo~ury Secretary of the Commonwealth rb • a:-, .k z~ , Filed this 30th d.a~• of _..__._~... _ .._ ...7.un.e .. _. t ~.1.. f aa~;;:_:.:•:T s =i. ± ~~o `` j ~~ f l J Commonwca.lth cart' 1'ennsplvania ~ 8~ -~V c llepartment of Srate E~1•ecrive 1~:DU .Noon, i FlungFe+::S80atasS20 ?; q~5~ r[..irx•fornutnht•rin~;} G/30/81 , tar each parry corporation ro excess of tyro ~~,O.M4i atne•a (.:tit{t{O\t1{;1(.'l'fi UF• I'F:\\~11.1:a~1:1 Artidt s>( bSesger- 1J~:!' 11;•1'1{{•;\•I OI~ ti }';\'1't•: , BastnessCorporation (:(,)lt'UIt~1.1•[U\ lillil~:Al; Secretrr. of't;~cCommonLVCalth ~~ (I3ox for Cenifica(ion} vod (~ i~: , Irr,rlrlt.+ucl• t~'rth tltr rr~yurrt•nrl~ut, of u•ctrc,n 'Iti:S rrf th~• I;u~tr-c•as C'urpc.rr;ctian L.au..((:t of \tav 5. IGa:S !' ,. ~ :± 1 ~ 1' S 151U:41, the undt~r~i~rat•ct corpor.ltu~nti. c{c~irin~ to t•t'Icct a mt•r};cr. ht:rcb~• cc;~•ti1,i that: i i,~ rr.ltllt•'Uf 117{' l'UI'Oc71'~iUQI] ~ur•~•it in; the rnt•r.~rr tti: ' ` Pennsylvania Supply Gompany.~.._Harrisburg, PA. f 1 (.~ht•cF• .:nci rnuTplt'tc• cuu~ ttC the iullt~a•in;;i: _ 1'ht• sur-•n-utc; c;urpvt'aliort is a dome,tic corporation and tht~ itxation of its registered offict~ ire :i-r> CtH12tFtl)it~'C.l1Ch t~ ~thu Ucparunent tat' St:uc i~ hrrcb~• authorized to correct the f'ollott'ing state;nent to .t7rttt>s~rtt to tht• rt~~ord~ of tht.° llepartmentr: . 1001 Paxton Street (P.O. box 3331) ~ht l6g Rl ;STREE TI Harrisburg _l~entis~~h•ania 17105 y . lZ~c CGDE, _. ~ 1'hc ,urvi.°in3 corporation is a f'orcign corporation incorporated under the laws of ..__.._._.~ . _.__..._ ._..__ -~ (NAME OF JURISOICTIONj ;and the !cx•:uiort of its vfTice ref:istered tti•ith such domiciliary ,jurisdiction is: r h~• r,.aa:~• and thr_ lot.ation o!' thr re~tstere~.i office of each other domestic business corporation and yuali- ti~~ci i~~r-::rt;+r f~usrness corporaiicsn which is ~t party uJ the plan o{• merger are as follo:4s: ' tJalnuc Street Inv'es'tment Co. 1001 Paxton Street (P.O. Box 3331) Harrisburg, Pennsylvania 17105 ~ . ~, '. Q: ' j ~ ~ x:46 .1.~fi~~ I usL'E; t3CL -sos iRe~ a•~z; 2 J C lr.'< 6 .tnd tf •tl;hrc,l;ri.ctc.•.. utnl;lc•li• nnr of thi' lulluttrn~~. Clr~• pl,cn ul nu•rs;i•t ~h•,II hi' c•!fi•~n~~ a},un lilutr, tii•x• Arttch•~ of \lt•rt;a,•r ut the f)r•1;•irtnti•trt i,l St•~t,' ?~~ ~l~hc• 1r1au c;l m~~r~cr sh•tll hr c•fii•cu~ c• vn June 30 , 1981 ;tt 12:00 Noon . iDATF.) iHOUR{ I i fh~ nt,utnr•r in ~~•hrch tltr l;l,.tn of ntt~r>;c•r ~~.t. •tcluptccl h~• c•,tih dc>metitic curpt;t'.;tion is ;tti f•ollo'•cs N-rd! ;., :purpaa;,ph MANNER Ot~ ADOPTION Pennsylvania Supply Company, Approved by a consent in writing Harrisburg, PA. setting forth the action so taken, signed Uy all of the Shareholders entitled to vote thereon, and filed with the Secretary of the corporation. I.. . ~lalnut Street Investment Co. Approved by a consent in writing • setting forth the action so taken, signed by all of•the Shareholders = entitled•to vote thereon, and filed ..~: caith the Secretary of the corporation. ,I -; G ~,~DCI`~~~l~tX~SE?~?~!X~:X~'t}~K1~sX3~XX~#~X;~lYi~t~K~~t~M~XtJ4~t~t',KX~{+~c~~GKX~IIK1~i~L~L The pian of mcr~cr is set forth in i'r~hibit :1, attached hereto and made a part hereof. ;;, ';• 5. X34;X?Cs3~~x~€}i~i~X~~€3~CtX~€~~3d~X~ia~Y~~}ti7dX~KX~C1~~t~~CX~~aXi~Xlfl~~€~}~# :~...:•..`YX:{~KK4~~~~fi~4~}C4'~}~~I~~QM`~~(1{4~X~t}~X4~X~X}~)CX~~~k~~~[=I~}i~X~~CX>~[~IfI~k~~X~X~~C~'}~~2fl1f' e . ~ .1~~w......... A..x b nnY.t~ln ULi snLfaltV'tRfM17F'ktl Vt17 Y1VUV 4PST''I'Qt'6f ~Y ~~~~~13t1 I •~.. X~flfCl~ .. o . ~ ,1 81-46 ~. 9 ~> ~.f C)5C8:8Ct.-903 (Rev. 8.721-3 I~ TES"1"111C)~1' 4ti'IlE}~F~ti~. earh undc~r~ii;ned corporation hati caused these Artistes of ~9erger ro be si:;rt:d ls~ a dul~~ authesrired officer atld its crn-paraLC se~(I. duly atte~tcd by another such officer, to be hcrc- unto affixed this __._...~CZ~.._ __.. da~~ of •june . f9__ ~1. Pennsylvani.a_ Supper Camp, ~- (NAME OF CORPORATIONI Harrl$burg, PA. .ISIGNgtURE( ._.__..._.._______.--.~ Preside, r. • (TITLE PRESIDENT, vIGE PRESIOENT, ETC 1 ^~+ Attest: / _ ! IGNATUREI _.._,._ ._.._Assistant Secret~r~!________.__.. ~.Tat.,e' SECRETARY ASSISTANT SECRETAgv EiC i •CCP~G?~"c cEAlr ___~Jalnut_ Street Investment C~_-_~ (NAME Of CORPORATION) (SIGNATURE) President ^~ ~ (nt~E PRESIDENT, VICE CRESIOENT. EtC t .___ Attest • , ,,. !SIGNAtURFI 5ecretarv ^~- __ -_It ITLE SECRETARY 4551STANt SECRETq R'L gTC ~1 __. ~__...._._ „CCR~~A'E SEAtt Y ' 'j'~1..' r .. "c4 t " ' 7R~~ ~~ PLAN OF MERGER PLAN OF MERGER dated as of this 24th day of June, 1981, pur- . s~aant to Section 902 of the Business Corporation Law of Pennsylvania, ~.,s amended, made by and between the following corporations: PENNSYLVANIA SUPPLY COMPANY, HARRISBURG, PA., t•Pennsylvania) a Pennsylvania Corporation, hereinafter sometimes referred to as the "survivng corporation", AND WALNUT STREE'!.' INVESTMENT CO. (Walnut Street?, likewise a Pennsyl- vania Corporation, hereinafter sometimes referred to as the "merged I corporation". WITNESSETH THAT: ~ WHEREAS, the Business Corporation Law of Pennsylvania permits two domestic corporations to merge one into the other; and WHEREAS, all of. the Directors of each of the corporations which a~:e parties to this Plan of Merger, namely Pennsylva~~ia and Walnut Street, deem it advisable in order to promote the general business caelfare of each of the corporations that Walnut Street should be merged i~ito Pennsylvania, which shall be the surviving corp~oraticn, under and pursuant to the pr-ovisions of the Business Corporation Law of the Commonwealth of Pennsylvania, as ame:tded, particularly Section 942 tYierenf . NOW, THEREFORE, the surviving corporation and the merged corpora- tion have agreed and do hereby agree that Walnut Street be merged into 81.46 .1~f~h surviving corporation, Pennsylvania, pursuant,to~the afor~_~nentioned I ].aw of the Commonwealth of Pennsylvania, and do hereby agree upon and ~p~rescribe the terms an3 conditions of said merger. and the mode of I carrying the same into effect. I ARTICLE ONE ' Pennsylvania, a Pennsylvania corporation, into which Walnut Street is hereby merged as aforesaid, shall be the corporation continuing ` after the merger, which surviving corporation shall be governed by the Business Corporation Law of the Commonwealth of Pennsylvania and have I its registered office in the Commonwealth of Pennsylvania, located at 1001 Paxton Street, P.O. Box 3331, Harrisburg, Dauphin County, Pennsyl-- vania, 1710. ARTICLE TWO I The By-laws of the surviving corporation shall remain and be -the B;y-laws of Pennsylvania, the corporation surviving this merger, until I the same shall he altered or amended according to the provisions thereof and in the manner permitted by the Statutes of the Commoz~weali:h of Pennsylvania. ~ ARTICLE THREE The outstanding shares of 4~alnut Street shall be surrendered to the surviving corporation, i'ennsylvania, and the beneficial interest thereof shall pass to the surviving corporation. Upon the merger, such s~:area a:; surrendered shall be cancelled. - 2 - 1 ARTICLE FOUR I Upon the date when the= merger shall became effective, the separate existence of Walnut Street shall cease and the said Walnut -- Street shall be,merged into Pennsylvania, the surviving corporation, in accordance with the provisions of this Plan of Merger, which sur- viving corporation shall 'possess all the rights, privileges, powers, ~ immunities and franchises, and all property, real, personal and mixed, of Walnut Street, a party to this Plan of Merger, and all debts due on whatever account to the said-Walnut .Street, including all subscriptions to shares and other choses in .action belonging to it, shall be taken and ~ deemed to be transferred and-vested in the surviving corporation, Penn- ( Sylvania, without further act or deed. The surviving corporation shall thenceforth be responsible for all the liabilities and obligations of GJalnut Street, the corporation so merged. ' If, at any time, the surviving corporation, Pennsylvania, shall I consider or be advised that any further assignment or assurances in law or any things are necessary or desirable ro vest in said corporation, according to the terms thereof, the title to any property or rights of the merged corporation, the proper off-icers and directors of such corporation shall and will' execute and make all such proper assignments a:nd assurances and do all things necessary.or proper to vest title in such property or rights in the surviving corporation, Pennsylvania, and ot=herwise carry out the purpose~of this Plan of Merger. ARTICLE FIVE This merger sha71 b~:co-,e e~~ecti_ve as of June 30, 1981 at 12:00 o'clock Noon. _ 3 _ •~ , , 81- 46 l ~~ E~ ti ARTICLE SIX This Plan of Merger shall be submitted to a vote of the Share- I holders of both Pennsylvania, the surviving corporation,~and Walnut Street, the corporation to be merged, in accordance with Section 902.1 c-f the Business Corporation I.aw of the Commonwealth of Pennsylvania t:he law and jurisdiction under which each of the parties to this Plan of Merger was formed. ARTICLE SEVEN „ Notwithstanding anything hereinbefore or hereinafter contained, this Plan of Merger may be terminated by the Board of Directors of I either of the corporations who is a party to this Plan of_ Merger at any time prior to the filing of the Articles of. Merger with the De- I partrnent of State of the Commonwealth of Pennsylvania, notwithstanding the approval of the Plan of Merger by the Shareholders of each of said corporations. IN WITNESS F?HEREOF, each of the corporations, parties hereto, has caused this Plan of Merger to be signed in its corporate name. by its I ~435/5T9UT President, and to be attested by its~ecretary, all as of the day and year first above written. 1 A'TTEST:~ ~ PENNSYLVANIA SUPPLY COMPANY, HARR SBURG, PA. By: ~~-r ecretary President P_'~TEST : WALNUT STREET INVESTMENT CO. ~~> Secretary ^ Presi '- $~~~~~~ 81=46 ~'~t~- .l i~UJ 274455 ~~~tar#m~n# ~~ .~#tt#p u~ .~!! #a cmt ~~IpsP rebpn#.~ ~~~i! ~5~ C~neef~~g: ~lipY'Pt~S, Under the tears of tl:e Bus;Hess Corpe `ion Law, approved May 5. 1933, P. i,. 364, as amended, the Departn?er?t of State is authorized and required to issue a CERTIFICATE JF MERGER errter;cing the merger of one or more worporations into one of such corporvtions~under the arovisions cf that law; and ~herPtts, The siipulatkrl_: .?; r: ccndr;ors of that law relating to the ,^7eryer of ~:<c~ corporations have been fu11y tom~iiied wit ; by GIALNUT STREET INVESTMENT CO. and PENNSYLVAlJIA SUPPLI' COMPANY, HARRISBURG, PA. ~.~ernfmr. ~YID1U ~p, ;'~;~; ~:.il;et: ~ tc ti•~r Consututio,^^. of ti,is C'ommcntaealth .onn order the authority of the Busnvs~ Cory;oration C.acv, approien May 3. ' 933, rte. i. 364, ~s an~encied, i Dn i35' TNF.SF. Pi;F:Si~:1TS, ~'r;~ii~h r have caused to be sealed with t%;c Great .",ea; ~f t:?e C,~mrr.onWeaJt17, rnernc- t-;e ::b:-~: _• named taALNUT STREET INVESTMENT CO. into and wi i;h PEN R'SI'LVEINIA SUPPLY CO"1PANY, HARRISBURG, FA. , the surviving corporation.. .;;;:i"'.. $;". a:Jt ;O;; t::?tre to be u7vsst°r' L:'ilrr C .'&rt: nd °nfoy dll the pCWCl'S, p!lv:l~!7eS and i!':3;,~haes incident f0 d dOmeS:!!' ~i ti±;.'1 f1;[.`~ is 0.*}; Gr:3t1Gn, :nd be su eject tG dll f:~e dUUBS, 'e~7uiren7~~nts and restrictions specified and enjGined in and by the Business Corporation t,aw and dtl other applicable !,: <<rs cf !"ir Commomvealth. Effective 12:OO.Noon 6/30/82 (I~t~pYt un.rer my Fland and ti7e Gredt Sea} of the Con7mor7- ;~ru~i'ttt, at the City of Harrisburg, this 30th ~~•, of .7vne in the year of ow~ L,ord one . ~7e:aar:d •:lnar;undred and eighty one and of t:e C.ommonwealth the twc hundred and fifth . ~1,E-G~--.a-s->.-~~ ~/~ . • Secretary of the Commonwealth n:~.., . _. r R _ -_- . Ciley th(i~s .L ¢~ 9~nw aay e,i ~.~: QC::_-~^.~ 1F{CV. B•7$t ~ - L1~~ i it l+6LKli ,H.fJ. !9 _ ~ i C.ummpe.w,l71h OI NenosyirAnW • e ~ ~ e ~ ~ ~ Oapartme,it ~I State ~ SP3a'Ihlbt~Strt qF : ~ 7 ~~1 ~ M~ s''r tx~,~aot ~ i;~i3~rtfdi~i~;'~~A;E.~i 4'I~ P~til~1S~~,V~IdIA ~ ,~ t3k~:.t~s~o-Factsc~;7 ~. ... _ ~.~~~F~Tds~N tdUE~EAU 5lGOis~yOi tbeCmulsrunwraltL I'• F'dy- n ~ f ;tT <ttcll~ti~r>Z. wsth ~1i:, rcgbic~rtsea.!s aE +xc;tb}n 3437 of ttt~ f4usf~ess CarpelrAtic)t1 d.aw, 81r! cst• May,.g, f~!33=lau:~, ~(td, j ! S €~. 3. 5 ! 3tr?} t.Ise u~ccrrsig~e~ cuxpar~dstl;s, d?siriRg !a cf4'ec. s eha~+~ ir. re~istrrrsi uf~dao, dt~s ht:rcby ct:slffY f!)at: . 4 ~ D ~~ , '., ~ ~'3tc,-na)r~ of ttte ux~raticn• is: , .... ~"~` ~y~~.a . .,..~.. ~.~s."t".x~~.Y.s3••~~,'.~~i>Gr',rL' ~c:.' r 3 ~~U L g r t'1~ _ 1~, ~` ~„n ~- ' ~7,c~dCire~; tc!' its pram;'rti~s:ered t>E3'iub in this Cerlmonwvaalt~s is;the ikpsrtn-e~l cti State i.• Itrrch~t,aaltlirict~rct q `~ ~. 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C'.ark Go„ 3326 Wainu[ St., Ph+b., Pa. ~ ~ _. ri~r- ? ~. • o e.F9~t~kf`~.ty;yy.~.ypt ` ~~.+ ~~~1j~Y~~` • ~7;'~. LN ~~F~i~'AX r.~ LT •. '~" 1A0~11f/ Nlll~~iOh ~~F , _ ~•, l~2t ~tYCf1~,~~#il.~tR7s~ifs #:~ty4'~, 4 ,..r t+ . t ~ ,r ~r yr ~ s .w': I i~~t } ~123i~~ ~~~~ l ~~ ~`~ I ~~ _,~y. f ~ ~ v !"~~ sa r f ;. . .. r ._ rise'; ,: ~:: .. . ~~$ ~, sj~- r ~ ~ ~'f ~ • ~ ~k$ <<;'y `y ~. ~if.~~~ ` S-f h ~~w7~{ l~Y~.9 '7~1~ f pQ~~aa • iJ~~'.~~.['J 7 ~ ~~ ~ ~ +~ r .~, s'+y - }~~ ~Y:a~ 4 1 ~ ~•r-•,4E ,,Y•' '~ r - ~ r '' x:...~iY f ~. i.F :.~.p i "..hr~ e: . w, n.. ~ `~ ~~ L ;%~ ,..• r' ~. i,, , ;z. FS "d~ iY ~i ~ ~ ~ ~' --- -~.....~.....-.7.~<.Zp~ `~~i ~ ~ ~ / ~.lnaoE +~ SaRA ~~ Jot+e ~. E;loak Cn., tllb 7/ctnyt fie., PA~ty. l~,J~i I I - • .. & r; ,. ~ ' ~2 ~> 4• k • "~x.~: «~ ~tluxnh~ a'xs,~ ~~tz~itie~ ra vxsie ~a.~: J v ~, °.. Po s{{,,p,,~~ _ _~M ~~t~ ~ .... ....~w9si+.J-YM.Y .re.,.t..a.wa...r.- ..~a j y~ ~~'~ ~~on~.4~s:~~~ae•.a.~afrrhnlders: .. „~ ~. _ -, ~~t,~ "~; a~s~ss ~oxe~l 4sa #aver o€.~~¢ xc~#en 4eaa: ~ ~ s ~r~~f 3 .. .. > t. ~~,c ? , ~~4}; `base xzc3,mher+~ spa v~ced a~at.-~~ the actfan ~das: s ~; F ' l,K7:itFp ~ ..,...~w...+~.wn«+w•+a..r.r.w~a+ .. 5 C '~ ~! g~ ~"'•~~,9tQiq~t t'~~E~~; t~~: ~n~ctstgnesi ca:goraifoxt ~t2,s reared tlaSa~ cep../~js~"`~ ,,~ ' ~,~:;~'~ du1} `•~sz~+ho~~t ~r aia~.#:~t ct~r~arae~~ see~t, duly attested by arict3tar such" aE$c~~t. ~~~:`~~ ~~~,, ~ ,z ~~# K ':~ s '/i .,, ai s ~~,w '' Jq r 4 °M t'r ~ :'~ ~ 7a ~ NSA ~.~ )r~-./Sw '~~'nM ~S t1~Y''; ww••~~Sy .'~S~„'~'~ ~ p~}~N /mayy (~~•~t~}~.~..i~y -r{, i '°e ~, e~'''~ti 4,.Yt 3~ra ~ r`~r ~. Y{~~-~ 1 1 ~ •~wa d7Y~jh 7~[~~I~~L~ ~• ~W~~/. ~`~ /' L { •;k'. ta::..~r*Hgr',xuv'S'•'w ~ 4-r ~ ti ,s~T~4H..µ W i n ~n ~ ~•~» Vita i~resic3e~+?b ~£ a a ~: c~ ~'df ~7 ~r-f •' i~.rx rs'µ""I ~ ~ `ti..{ y Fb(. _ _ '+'"' s s e t ->, 4 "r. ~X , .. %.~J.t NWT Ts~~~~`.t~L. .".gl••Y S .h r ! ~~ _~' 1' ~ Jj ,~ ~'a Y. ! S i~ A 'A .;i i~I.,F~# . ~. y s~ ~ t ., .. Y e. j~Pk ps j'g r `g.4 K W1 ti f r.r 4~/ 't~ . S~ ~ y ~ k~ ~ ~, tK ~ ~C 'Y, .ili nF~ ~` ~d.'M~~~ .Y"a. n ~l k ~-! f'~~1, ~^ :''.C 'Pl!i ~Y.S"r4°4 /•~i 21. v S3 reF~._ fe ~:' , { ,~', ;~y ~~~ ' 1 ~V.:~~11iYi' ,~„ F`^'.' a+~ $k..~ ~ •wh~.'S1,S~l. f f~T t ` ~i j `p~ ; y ~~ ~~ t~, ~C{ 4' fs not ac;cquate the €Qi7T1 shou~t!•~''~^' 1 rr J R }r > ' ' irk ~~ ~ s ~~r'"' , .. M M~~: rtiaf ~vcitten coflsens pursuant to ehe~ ~3tiClea X~~ ~~ the~-a ~' ariti cr ~~'~ ~ cYose corporation under &'~ X3$6 ~~~ ~: ~ ~1~8~, t,~i'e ~~ ~' ya€~; ~ ;statuLdry '~ ~ph,~~~Eouid -ti?tr modified acoordingiy. ` ~ f ,~~~. ~;~ ~;,; a;e.enxitieciro: vuxe as a class,. x:~e .zaw'n~er o€ sb'a;at3 tb e~fit~tct<~' ~,~ ~f; Kd~ pttte~~,~}.tssas,;en*.iifed to tote ;uiti be~ {5t~i~f ~~ ~3;h +~Iay,~~r~ ~ "~~.~s, ; r ~ ~ the nu*t7uer off' SHazes a€ stsab~iv~ ~ ` , ~ a:z~..-'x zhe e.ccitbr ,zrs. d;sscsive~ t .. ~~< ~}` .F Y~ ~.`Ki 1[f ~^ ° ,* '~; ~~L 1, ) ~ r1 .c~ h s~f' P~(aF r F._y,.°~`+S '~_ ~,yr 5,~~~Y: 47. ~: ai~a~ph J• ~{ ~e -~ !{ ! •``;f a.Nr aver ~~:ti to ~ f rata"~ t }t'yn 1 ~ r ~r .` x.~ .. S ~k `~ H~ ~' A"ry y4 .0.~ . •: z~knY . s .s.. ~ r '~` q~ t ~` ~ Y f Ly h~~ ~ ~ ~ . ~ t ru a~r ry t ~ }~~~' lu~+ i~y;~A~ i4•r~i a.. .~ Microfilm Number Filed with the Depart ~t of State on I r ~ ~7 ' • ~~~~ ~ ~ R ~. ~ ~~97 _ntity Number_ ~ I ~ , - Se tart' of the Com wealth ~Lv I STATENiEP~T t?E C~-IANGE OE REGISTERED OFI=ICE i. DSCB: i 5.1507I4144l5507i6144/8506 1Rev 90) t ~ lndicaYe type of entity (check one}: :".t >:~ _ i)omestic Eusiness Corporation { 15 Pa:G.S. § 15G7; .. ` , Foreign Business ti.orporation {15 Pa.C.5. § 41 "r4} I C3omestic Nonprofit Corpcration (15 Pa_G.S. § 5507) Foreign Nonprofit Corporation (15 Pa.C.S. § 6144) (,amestic Limited Partnership (15 Pa.C.S. § 8506} In cornNliance with the requirements of the applicable provisions of 15 Pa.C.S. {relating to corporations and unincorporated associations} the undersi3~ted corporation or limited pa~7nersh~p, desiring to effect a change of registered office, hereby states that: 1. The name of the corporation or {imited partnership is: l~ 2. The (a) address of this corporation's or limited partnership's current registered office in this Commonwealth or fb) name of its commercial registered office provider and the county of venue {~: (the Department is hereby authorized to correct the foll22owing information to conform to the records of the Depart(~`m~entl: , {ai_ I~i7 5}j~~ 5~ ~Mf(,~ -ld~ 1 109 dumber and Street City State Zip County (b) clo: ~ ~2;~~~~ ~-(Sift ~(--E1~1-~ Name ~f Commercial Registered Office Provider County Far a corporation or a Limited partnership represented by a commercial registered office provider, the county in Ib) shall be deemed the county }n which tt~=: corporation or limited partnership is located for venue and official publication purposes. 3. SCorrt: fete part (a! or ibil: {a) Tihe address to which the registered office of the corporation ~r Gmited partnership in this Commonwealth is to he clhanged is: Number and Street City State Zip County (b) The cfo: office of the corporation or limited partnership shall be provided by: Name of Commercial Registered Office Provider County For a corporation or a limited partnership represented by a comrnerc~al registered office provider, the county in .(b) shall be deemed the ~.~ county in which the corpoca;ian or Gmited partnership is located for venue and official publication purposes. r: ...._ ,4`- fi f° ' • ~ 1 {.. .. 1•_ .. . t_ ^ DSCB:15.1507/4144/55(37!614418506 (Rev 90)-2 ,~'.~_ F. ' F t t= ~:~ 4. IStriks out if a limited paKnership): Such change was authorized by the:. of the corporation. 1 IN TESTIMGNY. WHE~iEnF, the und. r zgned carporat ~ or timj~~d partnership has caused this statement to be siyned by a duly authorized officer thereof this _J.Z_ d.ay of 1~~,C 19 ~_ . I~ -, ~.~ ame f Corporationll~mited Partnership) ` BY: _ ~ ~. ' (Signature) ~`;~.~: ~ TITLE: ~~~ ~~~~uV t 1 i 4 4 Y 1 4 . r 1 ~- ~. . ~f ~... 1yy 4. . ~L. e ~_ . E LAS'P r,VII,L AND T}~S'}'A1~Lti"1` ]:, 4V,4LThR M. l~}Or`'P•',~, oC the Tewn:~hip o£ Su.~:}unhnnn:i, County of Dau; hin, State n1' Pennsylvlni ~, being cf ~;c~~urd an•1 ~'.isposinrl, rni.nd, m mory and unc;erstanc{i.n~, ~iC ^^.a}c~, rut~].ih 11~ 9 decl,-~re thi to be my '_ast (Vill and 'Cestament, heret~y rev^hi.nr r_t.ll •>vi].]., or t:'ri.r,•inr*,s in *..he natr.rr~~ tl-rrrr'o1' ~~.t an_i t.in~e hereto!'crc by me m;r-ae. FIRST: T di rer_t that ,~tll my iust debts and funeral expF:nses steal] be paid by my executor=. as soon aft;er my decease a ~ may he convenient. - :,I;C^IID: All the zest and residue and rerr.aincinr of my e:>tat~, rr.a1., ,~cr^unai anri mixed, o.f :vha.t^ecver nature and wher~~- ~oevcr situate, I wive, devise and bequr..ath ante DAUPIiIN U?FCSI'I' TP.U°'I' CgP~`F;.I9Z and my sun, I~tCiiER'C M. l~it11~'.A and their ..^ucccssor~, TN TRUS'P, NEVT;R'CIIELI?SS, for the uses, persons and rtrr=;~c ;e~ and with the rower; hereinafter set forth. f<,) The 't'rustees :hall from my estat^ aivon t};em in tt'~J.^t, p~l`f, Or 90 f,'lr a~ p0~37.1~I.C m1}CC IiT'OV1SlOlla^ t'Or t}t (` n7}'!Il~ilt:, ,,;; t}1ey t,ecorne glue, ,the pre±niums upon poli.ci es o1' life insurance o•n•ned h~~ .zny of my urandchi.ldren, I?Ah.F3A!;;A i"APIN t'iUii"]v;P,, 'i(',B??i`1' P-?;,MPI ?;tJly!l~'f,IT or LIPIll.A MhIdN hiUA^?~t1 upon '.:hick either I or env scn ??OFJI'.R'I` 1~!, ;•.U?-?N!!1 ha.ve, been or are pa}~i nn thn l::rerniu.mc :~.r. t,h•~ tune of my dea(•}r. !b) Th^ Trustee:> shall. divide t}rat part cf my estate Giver. to them in trust remaini.n•r, after making tho payments or ;nakin? ~rcvi si.cn for the payment;^ r~equircrf by the i!rune~?iz.#±.r~].y preceding, sub-paragraph into three (3) or more r!_rt•~, r~cru.l in value, eac}~ to br set up as separate trusts fcr *,hc ~benefi t; of my grandchildren, 13rtRB:1RA Ni,'(^}N M(JMMl'~, RCi31R~' A^:iPIN n,?-r?r'~(„ II, 1,INDA A}ANN i~?(Ihfhi,'( and .any other children hereafter born t.n my scn ROUERT M. ?~11JNII4A 'and his wife BfIRB~ARA McKIbLr~i7r PiU}~1'':A. The Trustees in their discretion may postrone the division herein required until the time of.' the first paym~~nt herein r~~~ru.red, (c) !)uri.ng the minority of any bennfic_iary !, •'r^under the Trustees shall 1r_cumulate the net income from c;rch '~enc- ficiaryts share and :add the game to the principal t}rere~,r provided that such accumulations sh111 in no event. nxtrnd be•.rond the period allowed by law. In the event this trust or nny }:are: thereof :,hall extend beyond the period duriri~ w}~ich accumul;;tion~ of income. are allowed by law the Tru^tee.~ shall aftr?r Ouch t.im~ . ~~. pay the •net income to or for the use of the beneficiary; enti tlr~d ' ~ ' ~ ,thereto under the 'terms hereof. / ' . ~,. i j. ' r/ D t ! ~) r '.1 ' - ~ ( l 1 ~ ~ rr i . (~ 1 1w _..~ .....~. ~.. rack: ,! ~i - '~~ (d) Upon a beneficiary attaining tho one (?1) years one-half (~) of the p•'1*•t of the held for such child ;hall be paid to such child child attains the age of twenty-five (?.~) year.:, the trust funds or property held for such child to him or her. ;' f~ f .``, aro of tL•rcr.ty- tT'Ll^t r'~tat~ t}l~n and when such the balance of shall bo paid (e) 'I'}te Trustees shall have the Hower in their di.s- cret:ion, and provided their, father or mother is without adequate mein:: at t'ne time to properly provide the same, (1) In case o f any emergency affecting any of my said grandchilci~^n, incJ_udinr; (but without being limited to) serious illness, accident,r_hysicaJ_ disability, or {2) In case the income from all other sourcr?s i insufficient proper.~y to educate, maintain or support the re- spective beneficiary, to pay over to or for the use o.f the beneficiarir_^ from his or her trust estate, either principa]_ or income, a sum,not cxcecdinp, Cne Thousand (;,,1.,000,UO) Doll.a.rs in any one year and in the agf;regate not to axcecd rive Thousand (:',;>S,000.OC) Dollars for any sin?le beneficiary. The decision cf the Trustees as to what shall constitute an emergency or prover use taithin the meaning of this provision shall be cc•n- clusive upon the beneficiaries.- , (f) Any gums which by operation n.f the law .r,ov~rninr acr_umulations are payable under the provisions hereof to a minor beneficiary or minor children of a bennj'i.r.iary ^hall bo set apart and held by the Trustees for such beneficiary a~~ testamentary guardians for such beneficiary. 'Phe Trustees shall be te,:,tamentary guardians .for ;,11 sums dtae hereunder to persons rroC sui juri_s, with .i~tll power in their discretion to pay any or all sum.^> .for the support, comfort or we]_fare of such persons, (tr) The number of sharps into which my estate :;hall. be divided shall be dr_termined by the number of e.randchi.ldron living at the time of such diivlsion who arc the c)ri.l%irnn nC my said sonand his said wife and all payments due hcroundc•r shaJ.l. be paid at the time herein required notwithstanding; a child or chiariren might thereafter be born to my said son or his wife. In the event a child or children shall be born.to mv_ sai.d son and his said wife after the division of my estate by my 'i'rustec~s, the '}'rustees shall redivide the trur;ts remaininrf ire thnir h.ar,ds so that t}rere shall be one equal part of the romr5_nin(' trusts for each additional child so born. Tn making; irrh re~ii.visi.en no consideration shall he givr~n to any sum= previously p..:~ii under the terms hereof to any beneficiary or• beneficiaries, except that the arnount of the trtt~t thou ,.^et aside for c. bene- ficiary ~^viously paid shall be in the samo pr•oporticn•ate si ;-.o to the other trusts after division as it seas t.o the pr~~vi pus trusts befog. e the division, unless t}rere sha11 h.avc b~~r,n onl}' one trust before the division in which ovent t.h~ t.r~rst~ ~,hn„ alJ_ be equal. , _~_ > , ~ r' ~~ f ~ ~r ~ ~ ~ ~ ~ i~f ~~r il~~V~ZfI~~'/2ihyZ lr,i ~~ lF ~~ 1. f ~}4 f; ~,{t~~ir~ rd ~~~~~ ~1 ~'~ ~ UI ~ sir { r.• f1i f + ~ ~ ., f i (r ~ ~!,'r fit 1i r r I r )~ r r i' ~' i !~ 1;p ~ i- r ! r ~ ( 1. x ~ i 1 r. ~ 4x r !r., ' i ' i ~ ~ ,f., ., ~ r ~ !', ,.,. i \_. (h) In the event any beneficiary shall die •.vithout lr'avinp, a wife, child ,or children the portion of my e.sate then held for the beneficiary so dyinf; shall be divided equally a!»on,~ the shares held for the other beneficiaries, including any beneficiary who might have theretofore been paid in Cu11. In the event a beneficiary shall die leavinr; a wife, child or children, the sums or property which would have been paid to such beneficiary shall be paid to such wife child or children in the proportions that trey would be entitfed to inherit from such beneficiary under t1-~:e then ]_aws of Fennsylvanirr, such naymenrs to be made at the times they would have been made to the beneficiary if living. THIRD: In the absolute discretion of my executors they may pay all estate, inheritance and succession taxes immediately or may postpone the payment of such taxes on future or remaindr_r- int.erests until the time possession thereof accrues to thr. beneficiaries. FOUR'19i: I direct that my executors and trustees, their substitutes or successors, actinr_, in either capacity,,ar.•.i when acting as guardians, in addition to and not in limitation to any ^uthority given them by lacy, shall have thr' felloarinr; po~.vcrs: a. For the payment of debts or .for any purposr of admini ~tration or distri.hution, power to sell., mortra?e, ].case, alter, improve, partition and exchange all or an}~ of my real estate, at any time during the continuance in whole or in part of the trusts under this my ',dill, and .at the terminc!ti~n thereof, Cor purpo,es of dititributien, selling at publie or pri_v~L-c sale, for such prices and upon such term.; as to cash rtnri crc!iit as they may deers best, or upon the rescrvati.on cf f>,reun~9 rent _,, and the said ground rents in turn to extinguish or assign, and to ?rant and convoy good and sufficient title, without liability on the part o.f the purchasers or other persons so '}!-~alinc •,~i th the Executors or Trustees, to eee to the applicat.i.on oC tfre purchase or consideration monies. This power shall not be construed to wor}: a conversion of the real estrlte unless and Until the po•.rer is actually exercised. b. 'Po purchase or othorhri. ;e acr)uire real estate and to exercise the same po•rrers thereover as hcreinhofore provi.~led with respect to the other real estate of the !~srar,e. c. To retain a]_1 stock, bonds, and inv!~^trnent., owned by me, and to invest and reinvest in other stocks, bends and investments, without beinP confined to what arc knc•,vn a, "legal investments" and to sell and transfer the ,^,amr, cit.}~e'- in person or ,by attorney, without liability on the Part of the p~~rchaser to.see:to the application of the purchase or consideration monies. ~.' ~~ -3- ~;. ~~' ,: ,: ;; ;.. • ~,•; ~ ` ,, I .~ .y.~,~, I Jr ill i.ll~~'I~.il'`~~ ~,~ 1 , ~tl 1 ~ l` •, 1 i .~.i1 li~y! f -,(~y II i, 5 ~~1 ~~ ~~ r pl>'.. /' ~, d. To purchase securitie^ at a premium, tc am.-~rt;i^c *,he }~romium out ot• income, or to charr~e tho same r:o ;~rinr;hn]. nr income, or partly to principal and part.l.y to inccnro, _t~•~ they shall deem best. 'In exercise any option to .~ui~scrihe fc,~r stocks., bonds and other investments. e. 'lo join in any plan of lease, mortp._l~c, cnnso_'.:i- riaticn, exchange, or reor;;ani.zation of any corpnrati.on in +•rhich the estate may hold stocks, bond. or ~~thcr in•<<e :tm^nts or securities. £. To borrow such sums of money as may b~ required F'or the purposes of the trust and to :,era.ar^ tiac loan },y a pled~c of all or any Hart of the trust property or mortg:a~e and to execute an accompanyunP bond authori~inr the confession of judgment, any} plain or collateral notes, or other evir?ence> o.f in•iebtedness. Persons or corporations advancing money to the !:xeca.ators and/cr Trustees need not inquire into thn Hoeg.^--city, e:cpediency or propriety of such a loan, nor see to t;hc a}~pl.i- clti.on of the money so advanced. f;. To make distribution of the assets of tY~e r•esidt.aary and r.rust +?states in kind, but when a distr?.butien and segrc>r~t- tion of assets is required, to apportion each of the vari.ou~ assts ~quzllly to the several distributees .'.md/or t*'~_aat-,~-.. h. Te conduct any business in which I am enu<t+le~:l, or in •.:hich I have an interest at the time of my decea;,e, fe~ sr.rch period as they may deem proper, with power to t~orro~,,r money rend I,ledt~c the assets of the business and a~rith power to do a].:~ other 1ct,s that I in my lifetime could have clone, or t.o dclel*ate ^uch po.a~rs to any partner, mana(;er orrmployee, •::ithnut '. i.-~Y~i].ity I•or any !o,s occurrinP there-_frem; to dr_vote thereto the c:api*.al ~:hich sha].1 at my death be employed therein, and sucha,d~ii L-i anal sapita]_ ~, : they steal]. think fit from time to time; to na,nke '.arb.L i c or ri vate s:;zle of said business, and the rn11 and r,erscnal ; r•cperty i;hcreof', at such time or times, and` for sa.zch p:'icc or prices, a nc] upon ,:,+_ach tnrrns, as to them may seem best, •,vi t}Z :~r ::i *.iron*, secuz'ity Tor the purchase price, and to execute al]. nnce^sary :.issif;nments or .conveyances to the p+.arc}lasers, +.~~ithorat ].inbi.]ity on r, }art part of the purchasers to see to L-hr' ,~.;,r,7i~at.i.c:n .:'f r,}~r rnzrc}'asc nricr_. i. ~?y executors and Tru:-tee~, arr. i.n~~ ira ~i.*_i~er ••:rnncit.y, ;teal)., in their discretion, determine orhethr~r :any br+r,i.aa~~cr i nter- e~t a•rhich I may own at the time of my death _^,ha?]. t~~ e•ontinu^ri or liquidated, and they shall have compl.rtc` ,~uthor-it:,~,+ ,.-~ -iet.er•nr n~ the manner and conditions under ~•rhich their rieci ;ie~~ in this res}sect shall be accomplished. I author•i•r.e my rx,•s•;r,~ rs :.nil Trtstees, actin; in either Capacity, i f' ±hc" ~!~~,m i + -: i •: ,. :, n', lJith~JUt bein.r, required to obtain lr.,~av~., c,i' !'.one'!:, s;::: ~,nr. •. in~-.+, j -~6- h, ~ . ip ~+i h~~~.a•a+i it +~ ~ ~+ ~ ~~, ~ ~~~~ t~ + r, ~ ... .~ti ~ , . te5 h .a~_1 a ctn a{~r~em:~n*. of co-prartnership •.~~ith my ter.);i.rrr:'~,s ,..,r',o:•iat.r~n ,~'r rth~r;, or to o^~;anize a corporation t'o carry on paid bll min('.^.~ }ay t,h~m:;elves or iointly ~~i.th other,:, an,~! for said hul•pe.en cont~•ibutr_ all or part oC my interest in ~ai':1 }~u:.i.n-•~.^, ~t;, ^;1~~rital t!nd such addition.*11~ capita]. as they shall. c}iin!~ fiL from time to time. Nothing herein contained shall }~e ccn:tru~~1 to prohihit any Exncutor or Trustee from being emn].oyed in any hu.inos., interest referred to herein and receivinl~ c.ompens~ltiorr ~o?• such >~r•vice~ as ~ n employee. i for the li.gLli~:t;.pion and administration raf any },r.l,inr~s interests which I may ohn at the timc> of my dc.'at.h, t~}IC= shah >,e bor.lnd by the terms of all business ar*r^ements to :'rhich :~. •~•s.s a party rind :•rhich may be in !'once at the time of rny.drath, and the directions therein contained sh.111 constitute the authority for such !'fiduciary to act in th? premix>es. _ '.'or greater convenience, the assets n f the trL! Wit:'. herein crc<lt,ed may h^_ cnmminr;led by my Executors <znd 'Crustee ~, :,ctinj; in either cap%~city, in cne or more fun's. ]_. 'iv use the income or principal t-o >?urchr;le life i n_urance rant annuity contracts for ttlc benei'it of r,}-)r~., tr•,a:.t estates herein created and to pay the premiwns thereon as Hell. as premiums en any life i.n~urance acquired by the trust- er,t,ates l,y assipnmt:nt, transfer, bequest or gift i'or the benefit of the ^cspective beneficiaries. In respect to any policic~ of insurance or annuity contracts held by the E~cecuters an~t~ol~ Trustees, the said l:.xecutors arn~l/or 'Prustee^> are arltl-lori~,ed t.o exercise any of the settlement options provided for in such policies or annuity contracts 4rith the same force rLn-! rf.'fecT. as thOlln'}? ^UC}` j70-~ 1 Cie or anRili tV c.ontract,~, o-rere 07n1C'.1 }'.~': t}ICDI 1°~ i n-]i vi ~ual.s. m. Tc retain inc!~finitely any part cf l.he Yrr:s': cst:tte, era]. cr r~rsone,]., which i ~ or may h~~ome unproducti cc, er• i n file •:liscreticr. of the Trustees to make sale thereof. Thy l;rccuk.orn ar.d 1'rr_ISt,ees, acting in either capacity, i n their _i .i.srrrr* on, may pay the carryin` charms and expenses of properY._~, -wring any year i.n •nhich it is unproductive out of other ;~r-inc~p~:], cf thn trust e~tat~, or out o1' the income of other pra.n~:L,~.il, : r partly out of such principal or income, and t}:cy n.ay ~'rcrn * imp r,o tine reirnhurse prslcipa] cr income for the •,•rho' e •~.r i.~r•t. ,,,~ s_ri.c rhr;r{-es send rr_prnsc^. 1'he Trustees may a.;~cor+-,io,• t.%~.- proceeds of sale of unproductive prcperty hct'rreen },~in~ip;tl aril income according; to l.aar, ar in their .iiscrct.ion tl:e~: m:rr nay said , rocee.is into principal t;it};out of/porticnrncr.t. i)Pl~ LkSTLY; I nominate, constitute and ::)ppoir.~: t.n~ :,.~';! i);1UPNI\r UEPO~iT 1'RU~T COR~I'hPJi an•~ my son, RO~~'li'I' r'.. ~'L,i.r~'a, , c t,r t}?e ~;YeCUtOr.^ ~tnd Trustee^ of tl-.is my ;iil.l. ]:n the evcct ~•? a r, ~~; ;~ , ~~;; ~, ; rY ' ~ r ` 1 1 '1 1 a+:' 1 t~'~~4~, j Itii j~ .r• ~ 1~ 1 r ,r ( 1 t 1+ r 1 r.~ , ~ ~ r I.ai 1 f l kr f ytlt •: tl; I I r,r°;~ ,{.t ,1 -d.^ - ,~ ' vacancy in the office of Executor and/or Trustee I direct that. l,he said vacancy shall not. be filled but that the rem;~ir.i.r~r !~;:•:••^rutor or Trustee shall exercise rrll the powr:.r:, n~rt~,ai r,ir.r-. !.r tilosn r,fficcs.T direct that my L?xCCUtor ;hall n~;t hr~ reZ~iired t.o nnt~r security in any jurisdiction in :;hick they re ,v act.. I"! '•'fI'frlr?:_S ':VHEREO'.~, I have set my hanr' ar.d ^eal thi; ~~~ ~'ay of June, ;i. 7. 1955', at the end hereof, composed in a]?. of ;It,};~:J, DrALL'D, FL'PLI~HED AND 11cnL!!(itD by the above named Testator, ;:,'UL'CER ~~1. P•tU!•1Pr?A, as ~-~ s^,3 for his last 't'ill and Testa- ~j . meat, in the presence of us, whe ;, t. his req~!est, in hi:~ nre.,ence, _ _____~~-°,E~,L) ;,nd in the presence c f each other, ',~ r A1.!~!ummr-i ail being present at 't'ne same tune, havr_ hereunto set our ho.n~i^ .ns vi.t.nr-r~e~. :, iclress_7~a3 ~l~',o..~.~...~~J'~,/~~....,~..-,yr/Jc.. ~~QQ ~ ~ J (/ ~,( ~ ',~]dr_ ~ ~u ~ :; i. ' ~ -{~- r ~,L' I, .i. - ,.. '- I ~~ ,. _ _ '. i .~. i' !' '• `; a1 f r •II r,~. , f +i I.I~~, 1 rr ~ ~ .r I ~ t ., I yr Slr~f i~ ,yi fir, (It .( I~~ .l t ' ! ~ ,.~ ' ~: r' I{, {r~~r~~ ,rl! II~S'I° .WSJ: ~ ~- I ~; r - ~~ .- a r , I:: ... i1„ r r r ~,1 I ,r ~, ~ ,: ,r ~ , , ~: I , :~}~f I~f ~1 t~,`;~ Nr+~~a~'~rllll ti ~ f{~ r r r~„ i,,l I ;` 1 }~ ._. •!. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA IN RE: ESTATE OF ORPHAN' S COURT DIVISION ROBERT M. MUMMA, Deceased NO. 21-86-398 CERTIFICATE OF SERVICE On this 31st day of January 2008, I, Daryl E. Hewitt, Assistant to Robert M. Mumma, II, hereby certify that I served the foregoing Expert Report by U.S. Mail, first class, postage prepaid, addressed to: Ralph Jacobs, Esquire 215 South Broad Street Philadelphia, PA 19107 George B. Faller, Jr., Esquire No V. Otto, III, Esquire 10 East High Street Cazlisle, PA 17013 Brady Green, Esquire 1701 Market Street Philadelphia, PA 19103-2921 Taylor Andrews, Esquire Court-Appointed Auditor 78 West Pomfret Street Cazlisle, PA 17013-3216 L Daryl E. Hewitt IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA IN RE: ESTATE OF ORPHAN'S COURT DIVISION ROBERT M. i~I1:JMMA, n Deceased N0.21-86-398 ~o N ~ _ -; ~ t, r ~ ,. ~~~ n _~ raj ~ Q~ _, s c ~.7 '- EXPERT REPORT -SECOND -:~% -' w Pursuant to the Order of October 3, 2007 issued by the Orphan's Court per the Honorable J. Wesley Oler, Jr., Objector Robert M. Mumma, II was directed to serve expert reports in the above-captioned matter on or before January 31, 2008: Accordingly, attached is Objector's second expert report as prepared by Robert C. May, Esquire of May & May, P.C. dated January 31, 2008. Respectfully submitted, ~., b-~.,~E- l~, M,~.~ Robert M. Mumma, II -pro se P.O. Box 58 Bowmansdale; PA 17008 (717) 612-9720 DATE: 01/31/2008 F;xpert Report of Robert C. May, Esquire, regarding shares of Pennsy Suppl Inc. Table of Contents 1. Brief Curriculum Vitae 2.. Question Presented 3. Chronology of Events 4~. Technical background re: Pennsylvania corporation law 5~. Opinions A. Range of Possible Opinions B. Opinions -Summary C. Opinions -Reasoning Exhibits /Documents Examined A. Plaintiff s Supplemental Response To Defendant's Fourth Set of Interrogatories, dated August 22, 2002, Robert M. Mumma, II, Plaintiff v. Dauphin Deposit Bank & Trust Company, Defendant, Civil Action No. 4753 S 1993, Court of Common Pleas, Dauphin County I3. 1961 Agreement C. 1963 Agreement I). Pennsy Supply Inc. By-Laws I:. Pennsy Supply Inc. Articles of Merger I~ . Last Will of Walter Mumma (s. Deed of August 9, 1961 I hereby sign this report for delivery on January 31, 2008. i ~ -~ - U~,;~~ L ~~~~-, Robert C. May, Esquire Page 2 3 4 7 8 9 10 Page 1 of 12 Expert Report of Robert C. May, Espuire, regarding shares of Pennsy Supply Inc. 1. Brief Curriculum Vitae Robert C. May, born in 1964, educated at Pennsylvania State University, B.A. with honors in History, 1986, and (Pennsylvania State University's) Dickinson School of Law, J.D. cum laude, 1992, has practiced business law since 1992, for the law firms of Shumaker Williams, P.C., Camp Hill (June 1992 -September 1997), Morgan Lewis [& Bockius], LLP, Harrisburg (September 1997 -May 1999), and since May 1999, he has been in private practice for himself. Mr. May also was a computer programmer for Morgan Stanley & Co., investment bankers, in New York City from 1986 to 1989. He is currently a shareholder in The Law Firm of May & May, P.C., a two person law firm in Camp Hill. Mr. May's practice area is primarily representing small business owners in a wide variety of industries, regarding business and commercial law, real estate and tax law. He has been involved in approximately 400 new business start-ups over the past eight (8) years in the role of legal and business counseling on how to organize and finance new business enterprises. Prior to establishing his own law practice, he practiced business law for two law firms, having been practicing business law since 1992, and has nearly 16 years experience as a business attorney. In addition to legal expertise in setting up new companies, including drafting and reviewing shareholders agreements, Mr. May has been exposed to hundreds of small business owners and has interviewed them and interacted with them regarding their options and preferences for the transfer of their shareholdings upon the death of a shareholder. Page 2 of 12 Expert Report of Robert C. May, Esquire, regarding shares ofPennsy Supply Inc 2. Question Presented 1. Should the shares of Pennsy Supply Inc. owned by Kim Company have been transferred into the Estate of Robert M. Mumma? Page 3 of 12 Expert Report of Robert C. May, Esquire, regarding shares of Pennsy Supply Inc. 3. Chronology of Events A. Events relevant to Opinion A At the death of Robert M. Mumma, there were 2,500 validly issued and outstanding shares of Pennsy Supply Inc. 1,250 of those shares were owned by Kim Company. Kim Company was majority owned by Pennsylvania Supply Company, Harrisburg, PA ("Pennsylvania Supply Company"). A vote was made to dissolve Kim Company by the shareholders of Kim Company on December 10, 1986, after Robert M. Mumma's death. Control of the Kim Company vote rested with Pennsylvania Supply Company. Because Robert M. Mumma's shares in Pennsylvania Supply Company were not redeemed or cross-purchased by other shareholders of Pennsylvania Supply Company, the vote of Pennsylvania Supply Company was controlled by the Estate of Robert M. Mumma, as opposed to the four (4) children. Pursuant to the vote and plan of dissolution, the Pennsy Supply Inc. Shares owned by Kim Company were distributed to its shareholders, including Pennsylvania Supply Company (the largest shareholder of Kim Company), and were distributed from Pennsylvania Supply Company :into the Estate of Robert M. Mumma. :B. Events relevant to Opinion B Same as above, plus: Walter Mumma died on February 25, 1961. Under his will, his estate was left to his four (4) grandchildren. Walter Mumma's Estate owned approximately 50% of Highspire Sand & Gravel Company. By order of the Dauphin County Court of Common Pleas on August 8, 1961 (which I leave not reviewed), Walter Mumma's Estate's interest in Highspire Sand & Gravel Company was evidently exchanged for fee simple ownership of 51 acres of land in Cumberland County known as "Silver Spring Quarry." On August 9, 1961, the day after the above-referenced court order, the "Silver Spring Quarry" was deeded into the name of Pennsy Supply Inc. from Highspire Sand & Gravel Clompany for $73,925 plus assumption of a mortgage in the amount of $26,280, bypassing the I?state of Walter Mumma. The Deed references the court order. Page 4 of 12 Expert Report of Robert C. May, Esquire regarding shares of Pennsy Supply Inc. Robert M. Mumma, II, believes that the fair market value of the "Silver Spring Quarry" at the time of Walter Mumma's death was a much higher amount, in the millions of dollars, which he believes can be proven by discoverable evidence. Pennsy Supply Inc. was the resulting entity of Articles of Merger filed with the Corporation Bureau on May 3, 1961. It is believed the entity had minimal tangible value until obtaining ownership of the "Silver Spring Quarry" other than $125,000 cash contributed by Jerry Simpson prior to the merger to one of the companies to the merger. The Estate of Walter Mumma owned 1,250 Shares in Pennsy Supply Inc. issued after or in connection with the merger. Jerry Simpson owned the other 1,250 Shares in Pennsy Supply Inc. issued after or in connection with the merger. The Estate of Walter Mumma exchanged its 1,250 Shares in Pennsy Supply Inc. for 1,333 Shares of Kim Company, making Kim Company the owner of 1,250 Shares in Pennsy Supply Inc. All other shares of Kim Company, approximately 6,000, were owned by Robert M. Mumma (and 100 shares were owned by Robert M. Mumma's wife, but controlled by Robert M. Mumma). Robert M. Mumma, II, believes that the primary value in Kim Company was the 1,250 Shares in Pennsy Supply Inc. which could be proved by discoverable evidence. Kim Company's only other assets were real estate holdings of value fractional in comparison to the value of the Silver Springs Quarry, according to Robert M. Mumma, II. In other words, if Robert M. Mumma, II's estimation of value is correct, the ,grandchildren's capital contribution to Kim Company was significantly greater than the son's capital contribution, but their holdings were only one-fourth as large as the son's holdings, ;making a grossly inequitable proportion of capital contributed. The 1,333 Shares in Kim Company were distributed to the four (4) grandchildren in roughly equal amounts. A Shareholders Agreement, containing the ability of Pennsy Supply Inc. to purchase the shares of Simpson and/or Kim Company at book value upon their death or dissolution, respectively, was adopted in late 1961 /early 1962. Robert M. Mumma purchased Jerry Simpson's shares for $125,000, (allegedly using 1?ennsy Supply Inc. assets to make the purchase) in 1963 pursuant to an Agreement which allegedly terminated the right of Pennsy Supply Inc. to repurchase at book value upon the death of a shareholder or on the dissolution of Kim Company. Page 5 of 12 Expert Report of Robert C. May~ Esquire, regarding shares of Pennsy Supply Inc. The shares purchased by Robert M. Mumma from Jerry Simpson in Pennsy Supply Inc. were distributed by Robert M. Mumma to his four (4) children in roughly equal portions. While the gift lessened the total proportion of inequity of capital contributed, the remaining inequity was nevertheless enormous, according to estimates by Robert M. Mumma, II, all of which he believes can be borne out by discoverable evidence. Page 6 of 12 Expert Report of Robert C. May, Esquire, regarding shares ofPennsy Supply Inc. 4. Technical background re: Pennsylvania corporation law practice for private companies Relevant to Opinion A See entire expert report of even date herewith relating to shares of Pennsylvania Supply Company. Additional Background relevant to Opinion B Intended Beneficiaries Only third parties who are "intended beneficiaries" have enforceable contract rights. In order to qualify as an intended beneficiary the third party must meet two requirements: (1) the third party must show that recognition of a right to performance in the beneficiary is appropriate to effectuate the intention of the parties, and (2) the performance of the promise will satisfy an obligation of the promisee to pay money to the beneficiary or the circumstances indicate that the promisee intends to give the beneficiary the benefit of the promised performance. A classic illustration of the third party beneficiary principle is the case of Lawrence v. Fox, 20 N.Y. 268, (1859). There, Holly, the promisee, owed $300 to Lawrence. Holly loaned $300 to Fox in exchange for Fox's promise to pay the $300 to Lawrence. When Fox failed to pay, Lawrence sued to enforce Fox's promise to Holly. The issue the court was called upon to decide was whether Lawrence (the third-party) could enforce the promise. The court held that he could reasoning that a promise made to one for the benefit of another, he for whose benefit it is made, may bring an action for its breach. Intent to Beneftt May Be Implied It is not necessary that the contract identify or refer to the beneficiary by name. The beneficiary may recover if he or she can show that he or she is one of a class of persons for whose benefit the contract was made. Creditor and Donee Beneficiaries Intended beneficiaries maybe either creditor or donee beneficiaries. One is a "donee beneficiar}~' if the promisee who buys the promise expresses an intention and purpose to confer a benefit upon the third person as a gift in the shape of the promised performance. One is a "creditor beneficiary" if the promisee is under an obligation to the third person and the contract is so made that the promised performance will discharge that obligation. Page 7 of 12 Expert Report of Robert C. May Esquire regarding shares of Pennsy Supply Inc. 5. Opinions A. Range of Possible Opinion 1. With respect to whether shares of Pennsy Supply Inc. owned by Kim Company should have been transferred into the Estate of Robert M. Mumma, the range of opinion is limited to "yes" or no. Page 8 of 12 Expert Report of Robert C. May, Esquire re~ardinQ shares of Pennsy Supply Inc. B. Opinion -Summary 1. The shares of Pennsy Supply Inc. owned by Kim Company likely should not have been transferred into the Estate of Robert M. Mumma. Page 9 of 12 Expert ~Zeport of Robert C. May, Espuire, regarding shares of Pennsy Supply Inc. C. Opinion -reasoning 1. The shares of Pennsy Supply Inc. owned by Kim Company likely should not have been transferred into the Estate of Robert M. Mumma. A. Mathematics of Share Votes For the reasons set forth in my report of even-date herewith relating to shares of Pennsylvania Supply Company, the Estate of Robert M. Mumma was not likely intended to receive, nor should it have received, any shares of Pennsylvania Supply Company. As a consequence, the Estate should not have controlled the vote. A review of the mathematical proportion of ownership interests of Kim Company shows that control of the vote of Kim Company rested in the control of Pennsylvania Supply Company. Further, as a consequence, a review of the mathematical proportion of ownership interests of Pennsy Supply Inc. shows that control of the vote of Pennsy Supply Inc. rested in control of Kim Company. In other words, control of Pennsylvania Supply Company results in control of Kim Company, which results in control of Pennsy Supply Inc. at the time of the dissolution of Kim Company. Since I believe (see my other expert report referenced above) that control of Pennsylvania Supply Company rested in the hands of: either (a) Robert M. Mumma, II, alone, or (b) Robert M. Mumma, II, together with one sister or (c) Robert M. Mumma, II, together with two sisters, and not with the Estate of Robert M. Mumma, then the direction of the vote by the Estate of Robert M. Mumma was likely not a legitimate exercise of power. It should be discoverable evidence as to the relevant facts to prove or disprove the conclusions drawn regarding the mathematics of the share votes. I have reviewed the responses attached as an Exhibit hereto, which are made under oath, and assume the factual assertions to be true, particularly as to the mathematics of the share counts. lB. Other theories, including third party beneficiary Given the corporate history regarding the value of the capital contribution of the four (4) €;randchildren to Pennsy Supply Inc., which has been claimed to be overwhelmingly greater than t:he capital contribution of Jerry SimpsonlRobert M. Mumma, consideration should be given to the fact that the only way to preserve the value of the capital contributed by the four (4) Page 10 of 12 Expert Report of Robert C. May, Esquire, regarding shares of Pennsy Supply Inc. grandchildren was to allow repurchases at book value upon death of a natural person shareholder or dissolution of a corporate shareholder. In fact, that is what the 1961 Agreement stated. At the time of the 1961 Agreement, Robert M. Mumma, II, was 15 years old, and his sisters were all younger. Robert M. Mumma, the father, as executor of the Estate of Walter Mumma and as guardian of Robert M. Mumma, II, and the other children, can be said to have expressly entered into and assumed the 1961 Agreement on behalf of the third party beneficiaries, his children. By allegedly terminating the 1961 Agreement in 1963 without the consent of the beneficiaries of the Estate of Walter Mumma, the ability of the beneficiaries of the Estate of Walter Mumma to be made whole due to the inequitable value of the capital contributions (i.e., the relative fair market value, as opposed to book value, of the Silver Spring Quarry v. Jerry Simpson's $125,000 in cash), was destroyed. The implications of the destruction of the wealth of the four (4) grandchildren is that it dishonors the intent of the Last Will of Walter Mumma, suggests that Robert M. Mumma breached his duties to his children by eliminating their wealth, in effect transferring it to himself, or otherwise breached his duties to his children as minority shareholders of Kim Company (and minority shareholders of Pennsy Supply Inc. after the elimination of Simpson) by taking an action which transferred wealth from the four (4) grandchildren to the son. In light of all of these unflattering implications, there are any number of ways to avoid this result. For example, the 1963 Agreement could be interpreted as simply terminating the terms and conditions as to Jerry Simpson and that particular transaction (see also discussion of By-Law 33 below). Another explanation is that Robert M. Mumma could not, because of his fiduciary duties as executor, guardian and majority shareholder, officer and director, breach those duties, or even intend to breach those duties, by executing the 1963 Agreement. Since the economic effects of the 1963 Agreement, if it terminates the ability of repurchase for book value, is, in effect, aself-dealing transaction that transfers wealth away from the grandchildren to the son, this is yet another means of reaching the conclusion that the 1963 Agreement could not terminate rights granted to the creditor grandchildren who were intended beneficiaries of the right to repurchase at book value on death or dissolution. The legal theory of third party beneficiary can be implied from the fact-pattern, and this is a case of donee beneficiary or creditor beneficiary. The grandchildren of Walter Mumma being 'the creditors who provided the valuable capital to Pennsy Supply Inc., the value of which can only be retained by retention of the redemption right at book value. Such redemption right would vest upon the executor of the Will, their guardian, their majority shareholder, officer and director, all being Robert M. Mumma, executing the 1961 Agreement with knowledge of its terms and conditions, and accepting those terms and conditions, on behalf of the intended beneficiaries. Page 11 of 12 Expert Report of Robert C. May, Esquire, regarding shares of Pennsy Supply Inc. As long as Pennsy Supply Inc. had the ability to repurchase and redeem dying natural shareholders or dissolving corporate shareholders at book value, then the fact that the Silver Spring Quarry was contributed at a value assumed to have been significantly less than fair market value, while the $125,000 cash contribution to Pennsy Supply Inc. had a book value equal to its fair market value, would not harm said beneficiaries of the Estate of Walter M. Mumma, the grandchildren. Terminating the 1961 Agreement harms the intended beneficiaries, including Robert M. Mumma, II, who, in addition to being an implied beneficiary, is explicitly named in the 1961 Agreement. In addition, By-Law 33 of the Pennsy Supply Inc. By-Laws provides with respect to transfer of shares that "No transfer shall be made inconsistent with the requirements and provisions of any written agreement on file with the Secretary signed by all shareholders and the corporation." Robert M. Mumma, II, believes the discoverable evidence will show that the 1961 Agreement was ratified by all the directors of the corporation and was the only written agreement filed with the Secretary and signed by all shareholders and the corporation, and that the 1963 Agreement was not filed with the Secretary. As there was no other agreement to replace the 1961 Agreement, and the 1963 Agreement, even if it was intended to terminate the 1961 Agreement, suffers from the deficiency of not having been filed with the Secretary. Such deficiency, in connection with a literal reading of By-Law 33 can be interpreted to indicate the continuing validity of the requirements and provisions of the 1961 Agreement, particularly with respect to the other legal considerations set forth above, and principles of equity. The alleged removal of the requirement by the 1963 Agreement would work to prejudice the beneficiaries under the Estate of Walter Mumma, and therefore work a destruction of the voting and economic power of minority shareholders (of both Kim Company and Pennsy Supply Inc.) who contributed the vast majority of the capital to the company. As a result, the suggested By-Law interpretation is reasonable. Finally, consideration should be given to equity, for which no expertise is claimed, but is mentioned as relevant to the matters discussed herein. Page 12 of 12 ~_ L. r' i L._ C ~,, (, 4.... C 4 f ~~~.IBIT ~ ~._ r.._ ~~~. f .' Ni VlTest Long z.r.c 105 North Front Street Suite 205 Harrisburg, PA 17101 (717) 233-5051 ROBERT M. NIUMMA, II Plaintiff DAUPHIN DEPOSIT BANK AND TRUST COMPANY, Defendant IN THE COURT OF COMMON PLEAS DAUPHIN COUNTY, PENNSYLVANIA No. 4753 S 1993 CIVIL ACTION -LAW PLAINTIFF'S SUPPLEMENTAL RESPONSE TO DEFENDANT'S FOURTH SET OF INTERROGATORIES AND NOW, comes the Plaintiff, Robert M. Mumma, II, by and through his counsel, James J. West, Esquire, and files the following Objections, Answers and Supplemental Answers to the Defendant's Fourth Set of Interrogatories. Respectfully Submitted, WEST LANG LLC Jlame~J. West - - Attorne Id. 00331 105 North Front Street, Suite 205 Harrisburg, PA 17101 (717) 233-5051 (717) 234-7517 (fax) ;Dated: August 22, 2002 GENERAL OBJECTION A general objection continues to be made to the definition section contained in the first nine pages of the Defendant's interrogatories. Some of these definitions would render the interrogatories overbroad and unreasonable. Moreover, many of the definitions have no application to the specific interrogatories asked. Objection is also made that the Interrogatories are unreasonable and burdensome under the Pennsylvania Rules of Civil Procedure. Subject to the above objections as to the definitions section, the following Answers are provided. INTERROGATORIES 1. Please identify the last date that you accessed Safe Deposit Box 3332 prior to the date of your father's death. ANSWER: August 2,1985 2. Identify and describe your personal recollection of each and every document which you actually remember seeing in Safe Deposit Box 3332 the last time you looked in the box prior to your father's death. (a) For each document state your personal recollection of -type of document (i.e. agreement, deed, mortgage, etc.) - name of all parties to the document - date of document - each and every provision of the document which you can actually remember - whether the document was an original or a copy - identify by name any signature which you recognized (b) Identify and produce all documents identified in your response to Interrogatory 2(a) above of which an original or copy is in your possession, custody or control. (c) If you contend that the original or a copy of any document identified in your response to Interrogatory 2(a) above is in the possession, custody or control of someone other than yourself, for each such document identify the person or entity in which possession, custody or control each such document is held, specifically designating which documents are held by whom. ANSWER: Stock book of Pennsy Supply Inc. Stock Transfer ledger of Pennsy Supply Inc. Minute book of Pennsy Supply Ina Stock Certificates for Nine Ninety Nine, Inc or 999 Stock book for Pennsylvania Supply Company Minute book for Pennsylvania Supply Company Shareholder agreements for Pennsylvania Supply Company Loan Guaranties for Longacre and Pickup Deeds for Paxton Street properties Deeds for Hummelstown properties Mortgages for various properties Stock certificates for Dauphin Deposit shares Bank loan agreements Birth Certificates Certificates for Harrisburg Area Industrial Development Corp. Certificates for Lebanon Treadway Inn Shareholders Agreement for Union Quarries High Spec documents High Spec shareholders' agreement High Spec deeds for Florida lots Trust Agreement between Boswell and Robert M and Barbara M Mumma Bobali Documents It is my recollection that these matters were also covered by various depositions that were taken in this case including, but not limited to, the deposition of Barbara Mumma, Lisa M. Morgan and Barbara Mann Mumma as well as the deposition of Robert M. Mumma, IL These depositions all have documents attached to them and involve the issue of what was contained in the bog, what inventories were prepared and what was delivered and by whom after the box was broken into. k'OR SUPPLEMENT ANSWER TO INTERROGATORY #2, SEE ATTACHED 3. To the extent not included in your response to Interrogatory No. 2 herein above, identify and describe each and every document which you contend was present in Safe Deposit Box 3322 as of the date of your father's death. (a) For each document state your personal recollection of: - type of document (i.e. agreement, deed, mortgage, etc.) - name of all parties to the document - date of document - each and every provision of the document which you can actually remember whetter +.he doc'.:+*nent :': P..B .a.12 nrigi n a l nr a coYy v u+w va -identify by name any signature which you recognized (b) Identify and produce alI documents identified in your response to Interrogatory 3(a) above of which an original or copy is in your possession, custody or control. (c) If you contend that the original or a copy of any document identified in your response to Interrogatory 3(a) above is in the possession, custody or control of someone other than yourself, for each such document identify the person or entity in which possession, custody or control each such document is held, specifically designating which documents are held by whom. ANSWER: Robert M. Mumma, II has no knowledge concerning Safe Deposit Boz 3322. 4. Identify and describe each and every item of value (other than the documents listed iri your Answer to the preceding Interrogatories) which you contend was present in Safe Deposit Box 3332 at the time of your father's death. ANSWER: Gold and silver coins, United States Savings Bonds, and notes receivable from various parties. FOR SUPPLEMENTAL ANSWERS TO INTERROGATORY #4, SEE ATTACHED d 5. For each item of valve described in your Answer to the preceding Interrogatory, please identify the item's fair market value, and describe in detail your basis for determining each item's value. ANSWER: It is not possible to evaluate the items without a proper inspection. Insofar as possession of the documents in the safe deposit box deprived Robert M. Mumma, II of control over the assets of Pennsy Supply Inc. or Pennsy Supply, Inc., this is specifically addressed in subsequent interrogatories. 6. Of the documents which you have identified or otherwise described in your Answer to Interrogatory Numbers 2 or 3, identify each and every document which you contend would have enabled you to prevent the sale of the Pennsy Supply Business, had you had possession of the document. ANSWER: This request needs to be rephrased to specifically indicate which Pennsy Supply entity is being referred to. Insofar as there is a reference to the Plaintiff s Answers to Defendant's Interrogatory #4 served on Plaintiff on 3uly 13,1995, the reference to Pennsy Supply was to the assets sold to the corporation known as CRH and subsequently continuing business under the name of Peansy Supply. These assets were sold by a very complicated arrangement through the Estate of my father. The Estate's executrixes, Barbara Mumma and Lisa Mumma Morgan, gained control over the sold assets because there was no shareholders agreement produced which would have resulted in the other shareholders being able to buy back my father's interest. I believe that such shareholders agreements existed and that my father's estate plan would have allowed for the other shareholders (myself and my sisters) to purchase shares of stock in Pennsylvania Supply Company and/or Pennsy Supply Inc., Pennsy Supply, Inc., or Kim Company so that control would not go into the Estate and the sale could not go forward. This matter is still under investigation but my father told me on several occasions that the safe deposit boa contained the documents that would allow me to control the Pennsy Supply assets. I believe it would be inheritantly unreasonable under any view of an appropriate estate plan to allow stock in a corporation worth approximately $60 million to go into an estate where it would be subject to state and federal estate taxes when a shareholders agreement/stock purchase agreement, etc, for a closely held family corporation would have avoided such an occurrence. This aspect will be the subject of expert testimony at trial and the matter is still under investigation to establish circumstantially the existence of a shareholders agreement. SUPPLEMENTAL ANSWER TO INTERROGATORY #6: The foIIowing documents would have been able to prevent the sale of the Pennsy Supply business. I believe there was a Shareholders Agreement that would have been contained in the books and records of the Pennsylvania Supply Company. These books and records have since turned up missing and have not been found in any of the due diligence records that have been reviewed and the law firm of Morgan Lewis and Bockius has indicated that those records are missing. I last saw those records contained in the safe deposit bog and the Shareholders Agreement dealing with Pennsylvania Supply Company would have been contained in those records. Such an Agreement would have allowed either myself, as a shareholder, or the corporation itself to purchase my father's stock at some set value, probably book value. Since I owned 2 shares of Pennsylvania Supply Company and my sisters each owned 1 share, then any distribution of stock I would acquire 2/5, my three sisters would acquire 1/5 each and likewise with any other corporate distribution such as money. Most importantly, myself and one sister would have controlled the corporation and would have clearly been able to stop the sale to CRH, Inc. This Shareholders Agreement is presently missing but I believe it exists and will attempt to prove it by expert testimony and circumstantial evidence. Another document could have prevented the sale that I have obtained possession of is the December 29,1961 Shareholders Agreement between Kim Campany, Jerry T. Simpson, and Pennsylvania Supply Inc. One of the key events which allowed CRFI, Inc. to purchase Pennsy Supply Inc. was the dissolution of Kim Company. This Shareholders Agreement specifically provides that Kim Company, and an individual known as Jerry T. Simpson, are the owners of all of the shares of stock of Pennsy Supply Inc. and sets out that upon the dissolution of a shareholder, such as Kim Company, the shares shall be offered for sale first to the corporation and then to the sharehalders. If I would have had this Agreement at the time the sale of Pennsy Supply Inc, was being consummated I would have been able to show that upon the dissolution of Kim Company where my father held his shares (approximately 700 shares of Pennsy Supply Inc.) those shares should have been bought back by Pennsy Supply Inc. or sold to me and my sisters who were then shareholders of Pennsy Supply Inc. pro rata. Again, control would have not gone to the Estate based on the Shareholders Agreement. Finally, the records and stock certifiicates of Nine Ninety-Nine corporation I believe would have shown that the stock of that corporation had not been distributed and may have revealed that Nine Ninety-Nine was really formed not to hold the entire assets of Pennsy Supply Inc. but merely to hold the equipment and vehicles of Pennsy Supply Inc. 7. For each document identified in your Answer to the preceding Interrogatory, please st~'[e specifically the basis upon which you contend that, had you had possession of the document, you would have been able to prevent the sale of the Pennsy Supply Business, along with all facts which you know of that support your contention. ANSWER: See Answer to interrogatory No. b. SUPPLEMENTAL ANSWER TO INTERROGATORY #7: The Dauphin Deposit Trust Company (DDT) was appointed Guardian of Robert Mann Mumma, II interest in two mortgages gifted to him by Walter Mann Mumma. These had a face value of $53,000 in 1950 when the Guardianship was created. The property encumbered by these Mortgages was Brunner's Island located in York County, Pennsylvania. This Island was worth in excess of $500,000. Shortly after the formation of the Guardianship the Mortgages were marked satisfied by the Guardian's representative Moses K. Rosenberg. It appears DDT thea invested the funds in other mortgages and Treasury Bills. DDT purchased 1 share of Pennsylvania Supply Company from the Estate of Walter M. Mumma for $7,000 and mortgages on properties owned or controlled by Robert M. Mumma, his father. These purchases occurred after R11'IMII reached his majority, without his permission and using guardianship funds. DDT never accounted to RMMII for this Guardianship. Months after RMIVIII reached his majority DDT delivered the balance of the account, approximately $125,000 to Robert M. Mumma.l If DDT had given RMMII the required accounting, RMMII would have known he received two of the five shares of Pennsylvania Supply Company (PSC) distributed from Walter M. Mumma's Estate. This accounting would have occurred in a public forum and RMNIlI would have been entitled to legal representation. This information would have been available from the minute book, stock certificate book, and stock transfer book of PSC. From 1961 through 1985, DDT was responsible for voting the shares of PSC it held as Trustee. The minute book world reflect the corporate actions that DDT authorized. There was a definite conflict if RMl1'lII's interest was different from his siblings or his father. The date of ' This was a finding of Judge Kleinfelter. RMNIIT disputes that DDT dispersed any :Curds from the Guardianship. issuance, certificate number, and signatures on the exchanged certificates would have been important to determine if RM1~2 had been issued an additional 500 shares in 1984? Inspection of the PSC stock book and minute book would have shown that the $3,500 value used to retire Bowen's stock, was the same value3 used by the bank for the inventory filed in Walter Mumma's Estate paid by the Guardianship for the fifth share was dictated by a shareholder's agreement. Thus, neither the inventory value in 1961 nor the 1967 selling price were supported by an appraisal. RMMII believes that the shareholder's agreements he witnessed in safe deposit box 3332 determined the $7,000 value. According to a memo prepared by Stanley Jeffries, Seaior Vice President of DDT, all of the assets of PSC were liquidated in 1961. The proceeds were used to retire notes due to DDT. One of these assets was the ground under the Harrisburger Hotel This property was transferred to Jerry Simpson in 1963. The minute book would explain why PSC liquidated its assets. The principal asset of PSC was stock of three subsidiaries. 1. Pennsy Supply, Inc. - a building material supply company. 2. Fiala Crushed Stone Inc. - a company that operated the Silver Springs Quarry. 3. Kimbob, Inc. - a construction company. DDT allowed ownership of these assets to be transferred from PSC to Kim Company and Jerry T. Simpson.4 These assets were combined to form Pennsy Supply Inc. Simpson sold his shares to Robert M. Mumma for $125,000$ in 1963. Robert M. Mumma then conveyed these shares to his children: RMMII 314 BMM 312 Linda Mumma 312 Lisa Mumma 312 z PSC was only authorized to issue 500 shares. Of these, 200 had been retired from Bowen for $3,500. There was no authorization to issue an additional 500 shares to RNIlVI. This information was contained in the records stored in safe deposit box 3332. 3 This relates directly to retiring Bowen's 200 shares representing'/Z of the outstanding stock. The remaining 200 shares were worth twice as much, i.e., $7,000. a The son of Joseph Simpson, a prominent member of the DDT Board of Directors. s RNLNIII believes that this is the same $125,000 diverted from his Guardianship account. The stock book, stock transfer ledger and minute book of PSC would have shown that the proper stock ownership for P5C was: RMM 195 shares RMIVIlT 2 shares Barbara Mc Ciure 1 share Linda Mumma 1 share Lisa Mumma 1 share6 TOTAL 200 shares Redemption of x11195 shares of RMM would leave RA'IlVIII and one other shareholder in total control of PSC. It also would result in RMMII having twice the value as any other shareholder. Walter M. Mumma's Estate also included 24 shares out of 50 of Highspire Sand and Gravel Ltd. (HS&G) a Pennsylvania partnership association. This association owned part of Haldeman's Island, the Silver Springs Quarry, residential lots in Wormleysburg and Lower Swatara Township, and commercial land in Wormleysburg. Immediately after the death of Walter M. Mumma DDT liquidated HS&G. Walter M. Mumma's Estate received the Silver Springs Quarry, Robert M. Mumma received all of the remaining assets. Walter's Estate then contributed the Silver Springs Quarry to Pennsy Supply Inc. in exchange for 739 shares of Pennsy Supply Inc. stock valued at $73,900. DDT did not substantiate this value by an appraisal. This 739 share interest and an additional interest Walter M. Mumma's Estate held in The Riverside Office Building were contributed to Kim Company, wholly owned by RMM. Walter M. Mumma's Estate received 1331 shares of Kim Company for this contribution. Thus, Walter M. Mumma's interest represented by 24 shares of HS&G was put under the control of RMM.' During this period of time, the President of DDT, Clinton Keister, and two Directors of the bank (Mumma and Simpson) sat on the Board of Pennsy Supply Inc. 6 R1vIMII further believes that this share may not have been transferred from the DDT as Trustee to Lisa Mumma. These assets became the principal assets of Robert M. Mumma's Estate. This resulted in dismantling the generation skipping Estate plan of Walter M. Mumma and a double inheritance tax on the assets received and conversion of the value of these assets transferred from Robert M. Mumma's Marital Trust to Barbara McK Mumma, results foreseen by Walter as evidenced by his insistence on a Guardianship to hold the $50,000 gifted to RIVIlvlII in 1950. DDT failed to assert it's fiduciary duty to RMMII as his Guardian, Liquidating Trustee of HS&G and as Trustee of his shares of PSC. The records in the safe deposit bog would have shown this, i.e., minute book of Pennsy Supply Inc. The PSI minute book, stock book and stock transfer ledger show this history. These books were retrieved from CRH, an affiliate of the Allied Irish Bank, in 1999; six years after the sale of Nine Ninety-Nine, f/k/a Pennsy Supply to CRH. The fact that all of the capital used to form Pennsy Supply came from the Estate of Walter Mumma and/or RMMII would have been of great significance. Without these corporate records a complete understanding of RM1V~I's rights and interests was impossible. RMMII advised ML&B that he retained ownership of his Pennsy Supply stock and had never received a certificate for 314 shares of Nine Ninety-Nine. The stock book of Pennsy Supply and the minute book show that shareholders of Pennsy Supply Inc. never elected to change the corporate name to Nine Ninety-Nine. The Nine Ninety-Nine stock certificates that were held in safe deposit box 3332 would prove that R11'IlVIII was never issued 314 shares of Nine Ninety-Nine and still retained his Pennsy Supply Inc. shares. Pennsy Supply Inc.'s stock certificates for Kimbob, Inc., Derry Aire, Inc. and Pennsy Supply, Inc. were also in this boz, but RNIlVIII is not certain they were there in August of 1985. But these documents would also prove that the 3efferies memo of 1971 was authentic and accurate. This would prove the existence of two Pennsy Supply companies, Pennsy Supply Inc. the parent of Pennsy Supply, Inc. The most important document was the December 19,1961 shareholders agreement between Simpson, Kim Company, and Pennsy Supply Inc. This agreement coupled with the corporate by- laws restricted all transfers of shares. If RMMII had access to this agreement in 1989 and later in 1993, the transfer of shares to the Estate of Robert M. Mumma would have been prevented. There was a clear right for Pennsy Supply Inc. to redeem the shares owed by Kim Company. This would result in the beneficiaries of Walter M. Mumma's Estate owning Pennsy Supgly.8 DDT failed to protect RMIVIII's interest by allowing this agreement to be removed from safe deposit box 3332. Section three of this agreement gave RM1VIl.T the specific right to enter the shareholder's agreement to the exclusion of his sisters. If a s The source of the corporation's capital. subsequent agreement between Simpson and RMM voided this agreement DDT failed to protect RMMII as his guardian and as executor. This would have been clear based on the documents in the safe deposit box. DDT allowed Barbara McK Mumma or others to remove these valuable documents and covert RNIlVIII's interest and control of these valuable corporations to pass to the Estate of Robert M. Mumma. Loss of control of Pennsy Supply resulted in RIVIlVLQ's construction companies losing assess to construction materials and contractual rights. Pennsy Supply engaged in a policy of bid rigging and underbidding to drive RM11~ out of the construction business. This included withdrawing its support of a master surety agreement with USF&G. In 1985-86 these companies generated profits in excess of $1,000,000. 8. For all documents identified or otherwise described in your Answer to Interrogatory Numbers 2 and 3, please state the fair market value of each document, and the basis upon which you arrived at said value. ANSWER: Robert M. Mumma, II is unaware of the value of such documents except that if shareholders agreements existed that would have given control to hm and one of his sisters, assets worth approximately $60 million would not have been sold to CRFI, Inc. for approximately $30 million and would be under his direction and control today. It was Robert M. Mumma, II's father's wish that the company continued under family control I believe it would have continued to prosper and that my monetary loss would be the difference between what I was paid when the Estate forced the sale of his shares in the assets (approximately $3 million} and what the assets would be worth today which is somewhere over $60 million. 9. For each document identified in your Answer to Interrogatory Nos. 2 and 3, state whether it is your contention that you owned the document by virtue of its alleged presence in Safe Deposit Box 3332, or rather whether you contend you had the right of access to it by virtue of its alleged presence~in Safe Deposit Box 3332. ANSWER: Robert M. Mumma, II contends both ownership and right of access to the documents contained in safe deposit boz 3332. 10. Please itemize all damages you are claiming in this proceeding, and describe specifically how you have calculated same, state the factual basis on which such damages are based, identify all documents which you contend support such itemized damages and identify all witnesses you will call at trial in proof of such damages. ANSWER: The damage issue is still under investigation. Robert M. Mumma, II's father repeatedly indicated to him that the documents in the box would enable him to control the company going by the name of Pennsy Supply Inc. When his father died and his mother and sister were appointed as executrixes of Estate, they were able to gain control of those assets and ultimately sell those assets because they went into the Estate and did not go pursuant to shareholder agreements that would have allowed other stock holders consisting mostly of Robert M. Mumma, II, as the largest shareholder, and his sisters as equal shareholders to purchase Kim Company's interest in Pennsy Supply Inc. Robert M. Mumma, II had the support of at least one of his sisters which would have resulted in the sale of the corporations and their assets not going forward and control remaining in the family as his father wished. It is believed that his interest would have amounted to his proportionate share based on his stock holdings of approximately $60 million worth of assets that were sold to CRIi, Inc. for a Brice of $30 million. It is further believed that those assets have grown and that they are presently worth much more than $60 million. Mr. Mumma's share of the assets would be slightly more than lJ4 based upon stock ownership. While the matter is still under investigation, the witnesses at trial will consist of the witnesses who have been deposed in this case plus an expert on estate planning and/or corporations to explain the workings of shareholders agreements insofar as tax Iiability of an estate are concerned. SUPPLEMENTAL ANSWER TO INTERROGATORY #10: It is impossible at the present time to itemize all of the damages. The deposition is scheduled for the accountant for Robert M. Mumma and the various Pennsy Supply businesses and information derived from that deposition will be necessary in order to determine the exact amount of damages. Byway of example, if the documents in the safe deposit box had been available in 1986, Robert M. Mumma, II would have been in a position to stop the liquidation of Pennsylvania Supply Company and Kim Company by insisting that the interest ultimately held by the Estate be redeemed under the shareholder agreements. This 'a~ZZ~bZ redemption would have been at book value and Robert M. Mumma, II would be entitled to a 2/5 interest in Pennsylvania Supply Company and approximately a 25% interest in Pennsy Supply Inc. The value of these interests will have to be determined through the Hadley documents and deposition that are presenting pending. By way of further, example, in 1989, CRH valued the Pennsy Supply Inc. assets at approximately $60 million. With the information contained in the safe deposit box and shareholder agreements, Robert M. Mumma, II would be entitled to 1/4 of the $60 million value or $15,000,000. We would also call your attention to the last paragraph of the Supplemental Answers to Interrogatory #7 discussing consequential damages to Robert M. Mumma, II's business because he did not own or control the assets represented by Pennsy Supply Inc. The Pennsy Supply under CRH became very aggressive and predatory and damaged Robert M. Mumma, II's other business interests significantly. This damage will have to be evaluated after the deposition of Mr. Hadley. RMIVIII reserves the right to ask for reconveyance of control and the assets of Pennsy Supply Inc. so as to put himself into the same position he would have been in if he could have stopped the sale of Pennsy Supply Inc. assets to CRH. It is RMMII's belief that Allied Irish Bank is the new owner of DDT and is the party that primarily benefitted from CRH obtaining the assets of Pennsy Supply. RMMII reserves the right to ask that the PSI assets be reconveyed, that his lost profits be recalculated and paid and that he be put into the same position that he would have been if he had known that himself and one sister had the ability to control the assets as opposed to the Estate of his deceased father. RMl~~ also reserves the right to ask for punitive damages computed based on an amount that would deter DDT and its parent corporations from engaging in such conduct in the future and to be reimbursed for attorney's fees expended during the last fifteen years in an attempt to determine the value and significance of the contents stolen from his safe deposit box. 8+22 ~oZ VERIFICATION I, Robert M. Mumma, II, hereby verify that the facts set forth in the foregoing document are true and correct to the best of my knowledge, information and belief. I understand that this verification is made subject to the penalties of 18 Pa. C.S.§4904 relating to unsworn falsification to authorities. Date: Robert M. Mumma, II CERTIFICATE OF SERVICE I hereby certify that on this 22°a day of August, 2002, a true and correct copy of the foregoing Supplemental Answers to Interrogatories (4~ Set) was served upon the parry named below via hand delivery, addressed as follows: Michael W. Winfield, Esquire Rhoads & Sinon LLP One South Market Square P.O. Box 1146 Hamsburg, PA 17108-1146 '~~ t 1~~ ~ .~~~~~,~ oanne M. Bennett Paralegal to James J. West, Esquire r t l_ f '~ i t ~..._ r, }t 1 ExI-~~BIT B f 1 ~ iS~H-~ P~ 2 ~Ak1:C1lS OP ACRY.F?SElr'T :.ear +o.a en.te.ra3 1~t,~ tai, ,~9G~ d ~~ o f ~,LC.~.•IG~~ ~ '19 b. ~t::r a~ ,! D e e r eta. !~ IX CO!{PAttY, a Prrn.ayi rapt ~ corpora:i.~n ri :h i t• prise Lp~l ,Lace flt bcsiawas fn :.2r~ Citr :: 3arr1_•~'cz, ~~vpr!.*. Cy.:r-_v; Peansyl•iaait, hareia-• • of cer *as.ecia.ei c.atled IC.LN. •vd• SCBRI :. 6:k~8(]r! of the To~rnahip of l.ar~z Pt~c:..~n, Co..r.:~~ : t Ds..,~n;.~.r Ca,ss~oD.ralltb of PannsTlvania, h.dzet.D~ft:er see.+:i=~ cal lad 3Zl~a~(M . 1tHLRF.AS, th• pastia~ berato a=i aIl' ol: tb• atockholder^ of .P~reaa7 3tpyty Iac., i Peaa,~ylYaaia corporstioa Yikevi~a tiith ,, 1 try prlr.c3F.a1 pla.ca •of. bueina~s f.n ttie said CitT of flarriehurE, . and u stich d.ssl rs to yet Eo,rth i o. thi.a Afsrws+a~at tha tames sad ' r x±df t ::~nr. ~.ad ar ,rhich the exc.rc i.e e , f thel r oxnar~thip r. ighta . in tre capii+l stock of th•. ~~rForatl.oc s`~all ba, Raraniad and coil- trollsd itOY, 1S.CYIZPOitZ, .IK C¢NBIDDtATIQ~1 17P ~ •P]1:~SSB=d.•,md tha' aua of t1*ia (1.00) Do1Lz to sash other intet• . cbaatably~'.fad hand paid, r.ec,eipt ~araot ie hwrab~ ack~o+-ladaad •b7 aach';tnd ' the c~arexiants sad oonditiotts hereinattar set Porth sad txit~.~'~ intaal • • to b+ laaall~ baemd hareb~, it is .aarwd •b7 sad •b•atv~aa the p4rties hsreto aa~nrrall~ is aanv.ar tolloriaat 1..•' the etpit:I •*ock •of tha Corporation ihall~ ' ba laastd tnd bald siib~aet .ro ~caztaia rutrictloas. ~chic13.1e~t11_.• .be p=ovidad for upoa tha records of the CorporiLiam Lad.nptica of which•atiall, ba endorsed upon •tba stock cartificitea i~a~d b~ • .~ .~ . rh'r Corporati.oa iaora pastimtlarl.~ u !<ollcvs ; (a) I`r~nefer~ of a3is~u 'aiielt' b• nazi oalT v~oa the b~oScs of the Corpbratior. and batora a ,aesr•ba3Ctift.~ata Ls iss~laC the Qld Osrtifl.cata saiet, ba atirra~dsrad for •caasalLtiou (bl ' Th~e..~r~rr~ -~f :,he Cc•rpnration acv held . . or to ,e hrre..sf teY i~e~ed shat, nut ;•~ .!old, Ke~ign~d, trari~t~ferred hy~,c+=hi;.eced, e.nc•.a',.red or uLher~iee •.~lapos'td of, either duriag ct:e I! fe : iae• o f . tha •harebo I der or a i car:~~~iw-iv~iac~,~,y~a dan:h, except ~1n •xecordaaee w! th ccte prov'isiooe of, this Agzaaeaeat. • (c)•' The shares shell fizat be offered for sale i». .rriting by rrKietatrd• wail co :'se Corporation. (d} 'I2•~r Corrotdt!.:n rsh~il. !rave tha privilege within thirty (30j days fr,xz• LhP r.ai:l.r.g of said offer to~purcluse a] i •nf thr charts ao uff.MrEd, Act:eFt•nta of thr offer shall be • y, eign:fled Ln writing lent by •segist•erad•mail c.o the of£aroT. • ,.• .. (a) Upon thR rrq.:~Et of Gha re~aiaing share- hn:diz ot.shlr.ehcldara, tht offering shYra}solder s)sall vote his ~1-.o-es xith thr..rrzi^.i.ng t~hsrr_hol.d••.~ t~ ~,ke••t+~y~e+~d~sE1~;--~..._.~..,.,... em~n.dveata Lo th~+ llrtielee of .Incorporation of tha Corporatian r.eceae~ery r.; .sake acid purchiae by tha Cozp.~ration IesaI17 pu.~+tt+/e. (f) 1 f _!~. Carpoc ecion fKile co aigaify its dtsirc. cc pvrcheat all of the. ~+h~ress so ol.fer.ad, ehe aharaa ehalt rhea be otfere~ !.n writing ,~evrr.tlly and not jointly to the ocher sh~rrT.older~ of record (pry rataci in aceordaacs with chr f r they, t-x is tang eharehu tdto.6 t) . (R) If any of the other sharelwldars fail co signify by z~gister~i seal.! thatr desire to purchasd tl~ .stock .~r zny past t:Q-rexsf sr., offered v1.t}:in ten (10) de y' ~fron th~a date ~~f the ¢111ing of c+aid oLfnr, the :fL9rur shalt then coke • i~cond offer by regietrred mail, ~revezally• and net ~oin~I~ to en~ckholdere who did purchaan .that part of Lhr stock offered to theca. Said . stockholder •hrll 2uve the right to purchase all of the reieiining etoclc pro rated a~nng thaee signifying their desire to pureh.ase. ' I f. thr, lad c er a tockholdare~ f ~ti 1 to a igni£y by rsgis tared mail r, their desire to purchdsn all of the rm~aining stock xithin tea, . ~ (10) deyi fray c~a auilitig of the last sentiannd vfter, the• hr~Ider of erid stock.at bte option ahrll have. thr right to sell, asei~n, transfer, hypothecate or oLhrr~:.ae dispose of either dll~;~bf the stork or ch• ac:ek not pucehaat as above provids.d, freed~of say • • and all r~+acrietio•ne except Ct-e iequirera~nts of paragss~ll 1(a) hermit F. (h} The price of the rack to ba bffareci for aelr d,s .a f.rrsaid etu11 be st the book ~'A1•~a thereof. (i)' Zn case .tJbere be soy dispute with .rsapect •~ "~' C~• t?-o' b:,:.k ~'~1;:~ :f 'the at.~ck; a•_.~i '.1is~:ite""she'~I~. ~ueteiraiae~ by c1~C thrn reir~lar audl.ters, ~~f :he Corpor~tida. • ,' • (j j Pa~enc fnr said stock shall ba tm~ (IO'1) pec ctnt ~yi ct+ ~cce'pt~nce of of f rr and the hilance to ba vpoa lases ~:,t-,~iIy aRreerble buc act e~c~aeding five+ (Sj years. (k) Failure s.u sake they down payaent aEorasaid _ nh.~l l dare Lhr ease .eff.eec~ td ch'~- EaiIL're to. signify a desire .to ,. p-1CG:.*itdQ. (i) Upon f~:l~r~ co paS• cha baitace within the p~.rioc ~fcreaaid, the efferar ihi11 ha•;e the option of insisting uN~r, tht ~anplaciot. of chr Bate tnd the pe;r.:.ent of the pricR or of tersainating thn sale rnd Leea.i.ning t.ht do~~ra paysaeat as Iiqui- dated da~sges. In the iit'c.er rr•cr..t~ the offeror 'stall proceed as ' thov~h e~~,rh ehar~iQer tied faili,~t to •LgnifT his satire to (~) 2ha rMtri.ctianr~ upon the s,-.l,e, aRSf,gnai-nt, trsr~frr., hypatd.c.hi~n or otttar diep~aition of said stack aR hdtei.rt, brt torch ~-`1.aI1 apply cv dti~• sty>ck is fie. hinds of say tr.~sce~, .receive'x'•, s•.~co•escr, r•iry I.~g,ccea, adr,Snistrator snd ' rze,cutor ;.f the pArti•a h,~r.•ta oc aay ane- xho s;ay bareafttr bacaa~a .~ F,erty hereto. .(p) As used is this psraarsph "1" and its . ,,, ,. .eub-paragrepha, "Cvrpatation" ne~ans Pannsy .e~pply Ind.' .. .~' •: . 2. In the event of the sals iad pur~chaaR 'bi azty • J stock as herein pravi.d.d, the Crrtiticatas of said atOclc shall bt de:poei[ed with Da•~s~phin Deprti'c Tr..~t Co~r~pany until fully paid fir. sad ahwl.:. be acted b7 the c~su:.aing ahareholdr.ra ao Lang as t..here• atoll. 3t no default in t'?~e payA,ent Eor laid stock under tha tezms cif this Agrec+azaat.. L,.u,,,.,,,~~• . .. ..•,.•,~ ,~^ .. .... .. •~~:~ t~acuithstaad.i.z~g un7 other prati-isious hsroof, the' , . ~ , ~ • stock held by xi~a Canpsay ar stock t+hich hareifter sitT b{, bjld.~~~~'.'~~~ by Rabezt K. lt~a, nay bi' tran4farztd tb Aobart K. ?'heao~a~~~-r;'~; ~.~ ~~•:~E~' Rnbar t H. l~erema ZI either 1 ointiy ~r s averally~ ~r ditiid~~ , bsts~[~'~~.1• • . ~ . d !sz Il first `,bt~utGs '. ~; •; then, prozi ad the trans ae or .traaafarraa aha ; ~ •~~: and dallYer to the other aharehaLdars a xrittaa Joiad.aac ht;r~in ' . .~ ai6nifying that he or" Ghry thershy ba:s~e a part? to thii ~AErae- ~, . , ' arnt acd that' all i cock isi ParmaT Supply Lnc. held by his ar ; ' ~` .. . • r ~•r~' •. t thee; sb.all ba tom' act t0 the tarns O~ thi.~ AaZ^sasestt: 4 ~~ :.•. ~ •• ~•s~•`;-" .ZN HITlCB.~3 YREAD?!, :.~ COlII'AIiZ has caused .this ~rferat , `•,;~^r, r' ~~ • Y ~ to ba axacvtad by its ?rvidrbt,• attautad bT its Sa~rata~-~?~`~d,~iz~ '''~~:•` '. ca~-~a ar corpozati meal ~0 ba affLtsd b7 authoritl of .i~~.' - -~,, ~:~~ ~~~~~~ ' ~ R~ . of Uirs+ctori aaa JbRR2 T.~ E,IHF'801t •h,~i har~nttb ut h1.1~ ha~ld a~d . ~ ., ,, . i anr. ~~~., :'~.. fir end yesr f.fTa: 1.`+^~e+ rrii.teen. 1. ~ °~~ \ -' •, ~ Theor{e M.•`Ebert ~ gY ~ ~,\' ~ t~ '~ .. 7 e / 3~rry T. 9lmpsaa •~ J O I N D E R PHHtiSY SUPPLY IKC. hcYaby ~~iaa i.r. cha foregoing Agrsemant • . t~ uniftat lts uadartaicirig rbac zo stock aha1L be isauad b7, it rxcept in accordance vit'b all .o'f t!~e pr.owi~ioaa of the toreaoing AgreaC.rut. ZN XIT.YBSS ~tE,OF. Putney Supply Inc. has caused this. Joinder to he exaevcr.d by ics Pr e.idhnt, attested to br~~,,ffits Sec r.c.er~ ind i.cs t:~rp~r.iees seal :o L~ afff~ed this ~~1 day ~f: .iuauar_r, 19ti2. ,.. - , f .~ ~ ,. rt ~q •• .Swc rt~ary- ~~,~ r ~. ~ ~ ~~ P~?I5Y 3UP PLY INC . aT ~ ter Robert M, Mumma' sat t ~. i ~ .- ~_. 1... EXHIBIT C Received May li 11:25.1`t (03:04) on RightfAX pine (ll) for '2271' .. ........ 11 1, 110RKSRV2 printed 22 ifFD6AS880 on Hay 17 19:28AM Pg t+0. ~9?? '. 3i l0 I I!~ IGlS~7 •ad~ sat s+a ttr+t Lw tS~i.~ U t 4T s t J;~s c , Iata, y ~ ~ Jarar t. uxrsr~c, .t t~. zs•+~aur •t >~ s.l l sa , oa+.bor Lest coos q , r.asay i..as.a . (bermiaa t trr sa11 aJ c ass tarty st tl~s first r+rzt, r3lt COCl~tT, a ser}sra,tira et t}aa G+.~rsa r.r.Idl •t tsr~tTZrsai.ic rLt~ isa }ziaci~al •ttisa is tba City •1 >r, ~~ Ce~a h - r*ores Tl~'astia , (I~trsia.at t.c~ s.al I.a~ KZX; ......;,r..~.., ...,•.,.;; • ,,. tac't7 st tirt seaas-l }~tt, Tz~CYT tliftt.? ZJIC., lix.~.iss s sarrar:t7 st the Ca..w•rr+alti- st tsraarlYrai~ rrttA iu trLsl,~al el tics La . the C1 tT s t E'ssrisbu R at as~-atld , (k>rrai.sasu.r o sl l ~ t2~[2tS'S) , .. ra~7 st cLs tiiLrl rant saat mtL7~2 K. mil, •! tfse f+tya;ii rf ~UT~t~ c.~+.~rrlaa4 Gwty, tsansylt~uiJ, (U.-rs:i~itir called WLTYt Sttit)- ~_~, ~ tau .t h1r ~, 1961. t~sG1c «~ rs3~u. sncsr.d ls~co a aortaia YoGias lYn,st k-ro+.yat for tivu (S) •Lar.. sf tba coa+oa strak tt tiiflSY, sot ist ae.aezdaaa• t~+ri,th a c...r- ti l iaa to t • r t ir+ { S) skCr•,a • 1 slid stack v~aa ir.s+d is tAa n.•.+ si "DarphiA D~~it Yt°a~ac C~s+ra~t7, ZYwtss tar .tarr7 t. tLspaon" aa~ ~iZZ.LIJ , ~ t lsz'oswrn t ist LeT a1Ls r reTid+/ to r a L~4~-f tII Lal Luraac Ln csid Sirs (3? sharaa at sCOS~ l+s i2?CtiLkt sod for t!x rotS.at of said firma (S~ sh+rv si awck bT t4s• ~~ Deposit 7rs~t Ca.paa7, a Tsvatsa, is the aaaaaT a,a ~is•ct•d b7 Ml?Qil, for cba ps riod o t tia.t ca t.i.l sbs r a 7sea t b y rnc~cs7 to t saga ~ lrta is At~plr CospaaT •t as ausscate of ai.t4t7' (iGI) rez teat of tbs Received May 17 11:25a.M (03:OG) on RightFAX „ pine (11) for '2271' UORKSRV2 printed 22. ,FFD6A5880 on May 17 10:28AM Pg ~ ,, ... ..~,~~ ~~ ,.,~~; l( 2~~.1,{ S'~F~.PIEY RO?Iv!. ll? . N+?. 5983 ?. ~'./10 sI rf strttis ~it~t iswgi .iris i, I~i.1 ti.sa wwtw.fta[I Rk.talt I,Cr+~erat lsta-~+a r:U?'iCR ~[ ~iCA Zi S.artst+ra c..i lertlt y estss+sa~s w sr~ t pert La^trt ~ aa~/ . ersx~, r~sar s4[ t3x e.=. sf..a1T .c~a:.a.>~.r,.1~,KS .t ?Lit, fDQic~ o~ wales ~r.bc+~ brtT-Gt~'e (Lt1-S)+~arr..l t!a ttserpt tts'd~ sl 2~t sa ~ri.~eMW -r GrtLlt.sata ~. 2 !'sr fa.~+rq-ttrs (7S) elsr~w. GsrtitLsass L."~ 6v~ t~+Q 1..ls~f ... .. ti~irtr-mss (ts~) s~a,is w csrtiti.saa s t irr sti (E) ,~uua. sal L'ZZC waJ,+s tyai~r. wrd titb (1250 Iicrs.s ss Riisaoa! 1T tai-citiritr lfo. 7 Carr tap Uaiad~ld cwwat7~-tlnss~ (Z72j s2~tr~u, Ces~tttitais ~. i #rt tvr baartra! GkittJ-ai~t (~? s!>rsrt~ exsl Gctitis..tt ~ . i tsr, att+a wr+a/ tt~i.rt~-a ins (T 5!) rhsrrs j sa t 1~7tLIJ . +csdes Ott • t 0*cai-aY t9 , 1!i 1 iQtc «1 i DRfOR t.tsrtl isu a thir.6.ller's Isrsara.-t raLti~t is ell a! t3~a, oe~on • tetk •S t~o15z pz~rifSs~ fs! tlt wauatr o ! lunsarea W stst:is rstcrictioas apoa the salt tt t!~ ~Gack •t !'ZIT o~sa1 4~ i31't sad iDCtirJR, is tls.ich iC sas praTidat brat sa.i1 ec~tk aotl~ La Oros f atrsd val ~ twlrr c az•tai~ t sz~u sal c+~1 t isas +ddi,nb er. .ors tezticaLssl7 sat forth io ss.id A,~7r.rrwt, ~ said Ltz«.«at o1 Dactitr 29, 1961 is taaazp~rtstsd b+tartia ti~ ttil.rrao. aad ..d. s Nr't lwsrof j aad 1~,i , t'GrtST } t iwad !.a sti d J,ixrare~a c t t ~ca,.baz 29 , 19 b 1 b7 wtittatiat iu rmdsrtakie~ tb.at so eto~c~ S.o aaid cortaratSro rail b+ is~a.d b2 it szts}t is icwrdsaca vitk~ ct-a prarisioas of tail A~.r.a~ss° t o f Dsc teb at 2 9. 19 i 1 W tr-aaa X Sx aa,d s StSl50 A~ as d ~~ r • t , K~Q(~l is the 'rice i.t aI and nab • r 1 c7 s toc~o 1 da r o f ig(; sad ~~- Received May 17 11:2;nM (Ol:OG) on RightFAX n line (11~ (or '2271' ~'~(1.'~ !^. i':~'~ 11:2--'. E{ SfiF?.DL~'i' R04t~:{ LL° 410RKSRV2 printed 22. .SffD6A5860 on May i7 10:28AM Pg • i'aQ. ~ a8. ', X110 ~:~ ~. ,. ,. ~ ~ tDCr'i0K «~ ~a+c+t 1.t+~ sS~.I sa:s+.,ca lr ~,ri L,.k «c.«r.c tarn a ,t,~st,lwett rbsztiir wh1u. L dLLtsat,t a ~r.s...,. .. ~ !`rMa t~:orr b-r a rt.L~a! l a a+ai a aI2 s t cb. ai+ru . t t hd~ .~...1 y 1imQCac, b ti wctsi~,kt a -~.diai~l.~, to rs~ratt r~ • oosk b ~a rrrrch.at moas is b s t tb. e.s.i rt ~r1 [o:tY Ltra (1 L43) a~arw of t+ora stssk ~wr o tt.rt.ta~ L.a cLa aaa+t • [ iDQiOr aai t.6a Ctw (S) adersa tl eo..wa a te,k ae. x tae,~l.wi ... _ . L c!-i .x.a st s.a~L. r.~ssit l~wt Cc.~na, lzwcea td Jsra7 !. l ia*wa , s>,dsr stt! frGi.sK lkett C ~.~s+arant at .Arir 1, I AL I La ~.ick tw~alc i~4't~p[ bae a lia.ti.eitl latrn*t~ as4 ... 1iQ'tTli, all •~ t3st }zrtt.os Maser. ax ~ t~saalt ~[ tL ~- ehxsa 4t 11Q~lSl el C'l-e tt~st e! C~'Q't01( is tai/ t~T dra~xrt M ~rvrL6a for xa~acsLtxt.iw et ti.e fvttai nitst srtaijeeroct oat . tarta.:,r+adar 4t. et ~+sly 1, 17~i! !.a tl,a 1{zawe~ct -~+c~•:.'•tDCtsos ssd kl7re'c1~ and ? ik~+ L sde~al C~a L~s~r~at ~t ~aisr t7 , ifi 1 rtlxtia= to 1:Lw awasnhip raL tsuataz ritkta osier t++triatLnt • t s tid . toeic is oe~'r to r ad t rid trosa tar • t too Csstitiae ta+ W Ca.111.ee twI ttie tomdreQ fitly (1250) s}+trsi o r ~ erwre~a t e.sk e! T~t3T to kt~cA Iror tea rw.d bal4st ti.er=-MOtt r.! siSlX.W , i t L !5a-t,bsr tart is t en tLos s 1 tlyo }rs Ll.a. ce r rarld for . ~-airwc o r aa7 ti+w os ^st1.Fa raga i:vortrta u b • ti~a Kla . r tea akttr •1 stock ewn+d b~ iDQtt]~ is t~Y u, saS.~ sa.Ia tj is ., w.e. to lID~4ia rrbo i.• cha ~rLo ip al rad .r ~ oxi t7 ~ tetkb~o 14z o r ~rsx as d • .LAS, tht paxtt.• brsaCa decirt Le farrb,er zolirra, 17 tbii .r L fiat , tics Da~tti.a Dspo t i t 24w t Coaipaay a f .. r f yr tba r rvpoas 1, btllty or liabiliq as a rasiilt et hair appoiataaat xad scv,,.t.o.vl u for Y o tio~ Yxti.x tar e t Lire (S) xhetti-.t o f cLu a o..oa . eeek o f -3 F;eceived May 17 11:25a.M (03:04) on RightFAX pine (11) for '2271' tlORKSRV2 printed 22. ~FF06A5880 on Hay 17 10:28AH Dg 6 .. , ,;lid.': : i ~ ~: a'~ ! ! : 2~ =.~~ S~I~.D1S`l ~Q,iOy CL~ f;~J. X993 °. 0/10 ;:•. r ,. .~ ~ 1 t>~sY is sY+Lat to Latlli to a t!a ts~urt~ur st kLt s!'rsssr w.1.c.: slit !'ti-t1a~ Xtv,tt, Ir~ss~air~ ~a~stlld, b lCDiid Liar tip t.a'ars as1 . s+s*t.itS.rv a b~rs.iasttac sx lottf. riu ~ '~L79ai , ~ ss[ La ew 1 tars ttov o 1 tisa K testa rrrsia. ta=a tbsr d m ~ woa i~szs t lsa ca M a iss.S. tasss~ss ly >ttrsri th -stt ti7 >IQ;iGil q tDQ'+>i'~ sa+d tir ftert3ar s~ctsidsxtt~,oa at Caa (111.00} M I LnC is -ss[ 1a Grr+ebaaisai-1,~ raLt ti+~tswa t3~a ~.as2Sar laxtts ~ . ... ... Lira rw.tp t rd,szw L Lt lsrit idvorct~ e~t , ~ aa¢k rtrtp Lra - taad'tas is is Ia(aLla' Lo.wd >+er~~ tbs ta:'tS,sa ber+tn atrss as tsZl~+t . ~ .' 1. e~w car ~+racct« ~rn.t c~+ roti~ Yr.rt ~~t p0lor< LxG ~staw t'D'Q;01t sit !~?i4, ssisz lsaa at 1,[1,Y 1, 1~6L, t~tia ~.ry C.artifl4cba Rs. S lSe,[ Kra (3) a+itt~rt •i t~'¢~~ s we b 4 P ri~QtST .w i..s+s.l a tL `b.ap~i^ Dips ait t`nas c Ga fa~q , TtfRta~ !or ,iarzy S, iia*sav` Ls sad ter sr.rt U b~s~7 esa.etll.~, saaxl.sd an6 CtseSnatal wd t1a Oagkta t+~ti t '>~w t Cwr~ , tss~ Las • t it:~ Y. i LsrM~a , is Ocrby Et -~_3.-~ u aaii rs4 slit .sztifie~ts b.Ii y it .u rra.a. for sc~ i. ti.~io. a~dez s.sd /,sz+-~*a c • t Ja IT 1, 1 i L 1 to !l~eCA a+vt da.l i~sz -si.! Csrt~.tS.ra is a..o dar ~+d co FLf?QLl aat tat,a a r...ti~r C t~.r t>RLr . Lt tide aan- o.etsoa, tt+s rmi.s ber~ca a~r>.+ tlut lira LsnQttiin L~oait Swat Caa~y sS-tlI sot tw Liasls lrr •z s+s~asiLL tar seT S.yx~sa .r ~d• to aar ratsoa ~dsoase~at as a r++salt of d.. ss.it tzacstsz of said a4.era~ nud+r thin dtzacriea 6tzaSa cocuiasd noz thwll the 0.~ta D+paaic Tisac Gaspaey, u co cba paz-Llea lus~.co, ba 1irbL: for o r rsapoa s ib 1 a teT aaT S.~ esrias sr dssR~ • t u a rahl t o f i u sa~axs+eat a.t tba Z`iuataw for Jszz7r T. Cis~aoa aadc Lts~ /.tr~A.«ac -~ - Received May1 17 11;Z;,~n (03:04) ontt))RightFA(X~~,A i((ne i1D1~~}}~`1ti~~f}}otr 'I2271' NORKSRV2 printed 22. .FFD6A588((0~~ on !!May 17~j10:28An Pg .~It~~'. ~~ i~±~l; I~ 7.1 f.1fl 511~~1UL Lt~ RV:`Vf~ LLP ~ ~1'.J. SQVJ (, ~/~O :: V ... ~~ . ~ `1 1 ~ "'~lJ 4 t.d .tv.1T 1, Z fi 1 l~rta~aea s'i]SrfO>r art X>,71~N., rii-Lsk i~r~ar~ra t L . tao+t~oY:t~I Iwxd.r }j rsfer'oooo M1 a~N t Ftrt lszwt. ~ . tctisa fsret~r , tscxtlasr L tii~ a~a~orwa ttw , ralsase sal is c~rar lisd~xrfr t~ nssQicLt A~s.it Z~Gstsi Qsir~sq, 1sE~ri.iMt1I~ syd as 'i~a4tea fos Jstrr !. tis~we, sa a eq tit, fit a ssuaa of as ti+oa t+Fsi ah s-q sxia t , srr, LY tL R4st+ex'e ~ aziys ru a t~t1t st r.d1 !,=rs.rwt data.l i~c1, L, lsil l~stsswai'LSM's~ d ~u .~,ak .. 1rr • t~ls rri by U sa~a~~tlrt a+rd te~arixe ra+t, .. . K . 2. f.D~ aril ~'~4'E4r ~45.1~ all •t t2» s~.st~al,lert a C t~ ewrna aGoa!¢ of 2's2~a'T, gtett'er v1.LA tt[sr=, ti this writi.as, . ~~ tiers~r Kaiw sll s+t t~ s..~cir~ts Tarr tie txasater .t cn,a ~r.s .t st.~ er tsx~s`t, Lacltrtiq, 11ct .oc T.t>,riwl 4r tit a+aasss •r ~ s+~ o f t'sr !ac atle, the •anasr •t a'~*eP tsaa t~arnat, time NrtSss to ~ d•• o t tei r'1>aL7. -. saris ~ t3se tiara rl! allsz o°r t#t~. soaeptaciea ttyrra~af aa1 LSrs rrioa aaa }gstiaat LLstti.al, u a.a1~i partiso b~.sata at`a+ twat ss11 a~a,r.r~oldsr'a /~rawraat aT D~e..i,.ar 29, ltbl 1.asw~as~ i:Di acrd !I}QfiG1[ La -urebT ss+~ssclS.ad, sssael.~ aal tsartaata•i sad qon trsaater ar ali of tine dsareo or atoak if S Z1QSCat e~. !l,Rd'S~, s12 rich to , oa I itazio~as a~a Q eoo11 tiowa aC a:.L1 l~zsea+sa t shall ssras road Qs uatiw . k t I1fT5O1( his 1~ar~n a ll.~.t-h-stid+a t so.G Di.s~rc tar of t1~L'1' aad y tl'sa salt •! hi~- t toisk Sx lS7OCS7 to kLl4tl~ hGr esrasr ahi.r ixtsraat !a l~ar6T is ctxrd,aatad, CDQitsM li~.riaa daairas c.o Cs raitsat s 6S a ss scro t ira and ad~ct,cta trx t iv a po r i tLons with fTxat Y'Y aed a~rr, charafara, to daliTar to f'L7f1LST u of tbs d.ats h~rvof ~ rari=satLon bolls ss a Yiea-tr.sia.et aad s.r a Dis.cur of TI2iFSY. 4. 1CLR'@u. a=TOas, q-oa the' aaceC+siZda litxaot, to p:7 to ~ 6I~ sOet the • u. 01 Oaa ~mdr ad Ivsm t'7 -fits Tl~a+ratad (~ 1S5 ,000.00 ) -S• i^ Rcccived nay 17 11:25An (03:04) on RightfAx ine (11) for '2271' LfORKSRV2 printed 22 .FFD6A5880 on Hay 17 10:28AM Pg . , .1~~.' . i?. ~'~'a~a ~ ~ 2! =.E,{ 5'C~.D! cY P,O~QY LL? ~~~J. 5933 ?. 8/f o ... , ... .t ~ . , ; „.. . ao 1Lri trr tb. c.r+.tti baa[.r,d tst ~ (u.S•1) Xb.ar.. • t ma s,,....a .co.~. •! rACCSY arr. sal.( -~- t3]~t0[ a ti+osft.otal2t .+...1 b7 -La, - +-e tr3- csa r3x12 -. raid la tbt totio,rtt~ :+~s.c. a rci.t i 21•sai~- n,"a ~soas.aa (F tS - 000 j A+i l..ra a~raa tea vc.ati tiaa, bsr,..I , c-. r~aaipt of .~.tch si ksr.by aaLnaal.sd~nd a.+1 t3aa ... •t Yw.tT-rcw 'ib.~ard ({ u ,000) Do Ilrr..o tips : Z+t , t~q a1~ ~a~s t ~ lfi~; itirra ~7' t ir. Thaua,acd (its ,000) Do llsr t od ti-a L c l.a y . t ~ia+ t ~ 23 f.S l Srsst t7-~TLrs ibo~u.s+~[ (E 23 ~ 0~0) Des Ll art as t~ L t ity • f ~ip~w t , It ~ 6 sad T1r~aa rt-nra S3orssssr (~ Z.5 ,000) 3~sl.lars w tio. U t dp o f Mutes t, i g4 7 , tot et3+.s v~L m Sa tasv t ~r tsr~aaasstllr as Clio . • ~ ~ . t.:... ~ r ct~ciPa ?e7~e~at+ ~w 1~ua t l r L!N , luetas t I, 13i S, A~nt+aa ~ l r I!d d aad ~sw t I , It ~ T tt tha tat. e t li*a (SS.) rsr eawt tz ' . t.aana aad aeon ~ w:~ttiaa ~stset, tbs 4lirar7 of tai. aaais ~',c,• p eyt.wnt rLaro rs.t as-iv~ to is ttaa s.ieaest • 12b~a tT"TI~'+ Tt~ow act { $2 5 ,440) bo l Il ra , toy s that ri to s s eNcsata >,rt i t.ist j ~ !S4!!sA ~4t saw t ea.i n= tba p;To.o C r o t tha Cksa llaadsrtd tk~ov~s sad C;3,04 , Q00 . ~ Do t 3.a r•s Lz t3~e toatr (4) 7~'1 t Lai tal.2~ is a. c tactb a.bow , tri.tf. is t e r e1 t u a]? sYa n tsrz ad Go , es1 tbs caaaaZla tlsa a++d t~xiatti,e'q hor.tsadsr at the ~r~aor~u Lsrsia,a~Ya rs~#arrrd t~ iat.sd .iu1T 1, 1961 bst+++~ SL1Q5Gli tad lQ.Jl4iA tad D+aaabtt 29, 191 1stwaR ~{ ao d t I+`~SOK , ary sad alI !~ tsS+ea u , rixh Ls serd ab 1 iy t loci • t t2lQb0+[ is sad to PR7Ul2Z thsll C.oa.se aad iseuxisa. 5. Thir Atrwatrzt shall inuzt to a-d l.w biwdiaj a~oa cha 2:eir^, uaeuto:i, a+dalatitrator=. ~r~~a4Ta aad aarl.6ar of ttae paTtier: }u:eta. Ix :71>rIES: if~L3)t.4l, SL`~50L' aa4 riRf•Sd Suva rsup•eoCiwly sat ciseir Fsada aad ^aalt aad Lam( •ad PL'1Di5T htva taapactiwl~ cooed ~- -. Received Ka 17 t1:25AM (03:OG) on RighCFAX ine (11~ for '2271' VORKSRV2 printed 22 .FF06A5860 on nay S7 10:2BAn Pg 9 . Ci~•1 i~ i;ac ll ?a~.G{ 5?'~;;C~L~`i RQ`(~~:~ !L? t+0. ~a83 °. 9'10 J . • .. ~ V •• Ck.ia /,Zrs+~a t Co ba maatsad L q tfaaiz tssp+o tl w trat L d as u , a t - tsa cs1 u y rba.r rwpa.n tiv. s.a ra t.asZ.as an cS tbai.r r..r p ac ii+r+a s.roa or oe rpo z a a ..~L tsazKSa to assss+d , tr r axct~o ri h o ! chts.r t'~tpw Ciw bo ardr o E Mrar to rs , tha Laq sad T+s r f tr - c abcrti ~rristaa. ~ ~ i .~. ., .,. .. C s.crstarq ~~ /;^ S~cr~CarJ (/ ~_ ~t ~ Jamey aoo . x. ux c~ ~~A,cz ,r,i ~.. Tru d.a t f LY I,1G, / sy f. ~ . /k...--..._... ' i cleat COlI,_ 5~~ AIm ~kGL Dauphin Dapoaic Truro Go~paaT, as SYv.at.ar for Jarrq ?. i!s soot undsr Voting fruat ltra~o+ot ditad luJ.q 1, 1941 batvo~aa Jerrq T, llaQason sad Y.oDart 1S. lkasaa, lLCrabq arespu scalps of ootificatloa a! tha asacalLtioa of scl.d Yocis+.~ trust .I,~r++naat, Mraisq ackaa,r- laQ~iag racaipt o! the rrithia /.~r+aaant, Diuphia G.Qosit IztuC Go.epaaq uadars to t,obtrs K, l~raou, IA acoordaac• with tha dira~cciaa eoatti.aed is laraarsph 1 of shs within krasaant, Certificate xa. 5 of the aapital rtoek of Pnaaa~ buppiy Iac. dacad 3ulr 1, 1461 fez fi~a (S) shares o! acid capital Itoek standing io the ata-a of nruphic Dsposit Tzwt Coatpaaq, I'swtae of letrl S, Stepson, cogattur with -7- Received nay 17 11:25~.M (03:04) on RightFAX ine (51) for 'Z271' uORKSRV2 printed 22 FFD6A586~ on May S7 10:28AM Pg ... ); ,.~~ ~ r . _ ~,, ~ ~ : 2; ~.c~ SfiF;,~! ~Y ~~~~~~ ! ~' No. 3933 P. l Q~ ! 0 m ~, c 1~ c i faz~ts ~ ~r C~i.tia.a ca ri~r I.oi~srt 1[ . li~...a bz sa.i4 it~w (f ~ sharoa eriis:~o~t ~ O~sL+1 ~+. ~ ss~ W ti r . Os>~hi.a D~osi t t~s4 t Carpari7 ~ 2~iaa 4w Zor .isrr7 T , tia~-~,., ~ 'IRII?z CC,Q1JeT ~. ~ :~ ~.~ .~ •i .. , ~iiair't La ~t'wL7 arlrc~rZo,~sQ •L Ct~t1.liuG fo. S •f C~4 equal •toc1, of t*ciw/r JwsQtlJ Ls+e, dazed .hc1T 1, 1K1 Lar l1r~s " ~ (f) eharv a t tha sorrc r t~c~C s t.awdS.a= is cla xaM • t ~4~iria wpait tzwt G~aip/w ~ Tcustr 1.as Je+rs7 Z. tia4+o4, t~st~aY Ks~ w ils~it,oro~t Ep~arasa !'s~an Csrtificata for asif ~tL i^-cs asaL~ai~ wSd fiw (5) chazaa w ~bart X. Mka~aa f~ L~S.a D~aa 1 c I'ru c Co.ysaay , rnu t..a Po r ~ asz7 Z ~, tiwpaon . IIrtY77~t Au~,wC 1, 1963. ~b..rt x. wwa.a -e- EXHIBIT D 1 ~~• 0.1. 88 09 37.~M •RTSNN~Y 9VTlLY I N C. . F'Q2 .~ BY - L1~WS OFFICES 1. Z'he rsgiotered office aha1L bn at Room 800, Blackstone Building, 112 Market Street, Harrisburg, Commonwealth of Pennsylvania, 2. T'.ze corporation may also have offices at such other places a6 the Board of Directors may from time to time appoint o: the business of the corporation may require SEAL ,. ;r 3. Z'he corporate seal shall ba inscribed thereon the name of the corporation, the year of its argazlization and the wards "Corporate Seal, Pennsylvania." (, SHAREHOLDERS' MEETING 4. All meeting of the Shareholders shall be held at the . office of the corporation at Boom 800, Blackstone Bldg., 112 Market Street, Harrisburg, Psrneylvania. 5. The annual meeting of the sharc~holdera, shall be held or the third Monday of October in •ach year if not a legal holiday, and if a Legal holiday, they on the next secular day following j~ at tea o'clock A.M. wren they shall elect a Board of Directors, and transact such other business as may properly be r:ought be`ore the meeting. If the annual meeting shall not be car ed 1 2: 0 1. ed 09 ~ 3-7,~M ,.P=NNSY ~rVtlLY -' 2 NC. P O 3 a:d held within six months after the de9ignated time, any f~;: shareholder may call such meeting, ..~.; 6. The presence, in person ox by proxy, of ta.e holders of a majority of the outstanding shares entitled to vote, shall constitute a quorum at g11 meetings of the shareholders for the transaction of business except ae otherwise provided by law, by a titles of incorporation or by these by-laws. If however, such quorum shall not be present or represented at any meeting of the shareholders, those entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than ~~, ` announcement at the meeting, until the requisite number of E '; shares shall be present, In the case of any meeting called for the election of directors, adjournment or adjournments may be taken only from day to day until such directors have bee~~ elected, and those who ¢ttend the second of such adjour:~ed neetirgs, althagh Less than a quorum, shall nevertheless con- stitute a quonml for the purpose of electing directors. 7. At each meeting of the shareholders every shareholder having the right to vote shall be entitled to vote in person oz by proxy appointeu by an instrument in writing subscribed by such shareholder and delivered to the secretary at the meeting. No unrevoked proxy shall oe valid after eleven months from tre 1 `~~ date of its execution, unless a longer time is expressly provide I 1 c. O 1. 98 09 37i.M +•TSNNQtY 9VTTLY INC. P04 therein, but is no event shall a proxy, unless coupled with ea ~: interest, be voted on after three years from the date of its execution. Ia ell elections for directors cusulative voting shall be allowed, Upon demand made by a shareholder at any election for directors before the voting begins, the election shall be by ballot. No share shall be vated at any meeting upon which anq installment is due and unpaid. The original share ledger or transfer book, or a duplicate thereof kept in this Co~oawealth shall bn prima facie evidence of the right of the pe~son named therein to vote thereon. g, Written notice of the annual meeting shall be mailed to each shareholder entitled to vote thereat, at such address ae .; appears on the books of the corporation, at least five days prior .. ... to the meeting. 9. In advance of any meeting of shareholders, the board of directors may appoint judges of election, who need not be share holders, to act at such meeting or any adjournment thereof. If judges of election be not so appointed, the chaiz~an of any 6u:h meeting may, and on the request of any shareholder or his proxy, shall make such appointment at the meeting. T'hn namber of judge shall be one or three. If appointed at a meeting on the request one or more shareholders Rr proxies, the majority of shares present and entitled to vote shall determine whether one or ~ ~ ~ three judges era to be appointed. On request of the ~bai:raen o: ~ -~~~~,~ ~- a-,~ ~hareholdere or his proxy, the judges shall 1 ~. O 1. r3 8 0 9 3^.wM »~ T=NNliY ~VTTLY Z NC. F' O 5 ~~ make a report in writing of eny challenge or question or matter ..~.,, ~!!:'1 determined by them, and execute a certificate of any fact found b them. rIo person who is a candidate for office shall act as a ju d 10. Special meetings of the shareholders may be called at an ti:aa by the preaideat, yr the board of directors, or the holders of not Ie6s thaw one-fifth of all the shares outstanding and entitled to vote. At any time, upon written request of any perso entitled to call a special meeting, it shall b a the duty of the secretary to call a special meeting of the shareholders, to be he at such time as the aecratarq may fix, not less than ten nor more than sixty days after receipt of the request. V ~,;• lI. Business transacted at alI spacial meetings shall be cot i~•~ tined to the objects stated in the call and matter9 germane there 12. Written notice of a special meeting of shareholders, stating the time a*~d place and object thereof, shall be mailed, postage prepaid, to each shareholder entitled to vote thereat at such address as appears on the books of the corporation, at least five days before such meeting, unless a greater period of notice is required by statute in a particular ceae. VOTING LIST • 13. The officer or agent having charge of the transfer book ,~ shall make at least five days before each meeting of shareholder a .complete list of the shareholders entitled to vote at the *-+AOrincs, arranged in alphabetical order, with the address of an 1 ~. O 1. 88 03 37AM '"rstYl~i~y ~VTTLY SNC, P O A F: ~~='~; the number of shares held by each, which list shall be kept on '~~~a ~~ file at the registered office of the corporation, sad shall be subject to inspection by any shareholder at any time during usual business hours, Such list sb.all also ba produced and kept open at the time aoi place of the meeting, and shall ba eub,j ect to the inspection of any shareholder during the whole time of the meeting, The original share ledger or transfer book, or a duplicate thereof kept is this Commonwealth, shall be prima facie evidence as to who are the shareholders entitled tti examine such list or share ledger or transfer book, or to vote in person or by proxy, at any meeting of shareholders. .,., r: .~ DIRECTORS 14. The business of this corporation shall be managed by its board of directors, four in number, Soho need not be residents of this Commonwealth or shareholders in the corporation. They shall be elected by the shareholders, at the annual meeting of share- holders of the corporation, and each director shall be elected for the term of one year, and shaLL not hold over beyond his term of office, 15. In addition to the poweza and authorities by these by-La• . expressly conferred upon them, the board may exercise all such . powers of the corporation and do all such lawful acts sad things _y . as are sot by statute or by the articles or by these by-laws { directed or required to be exercised or done by the 6hareholders. --__._ . 1 2. O 1. 6~3 ~~~ ~ 3"AA.S wT=NNSY SVTTLY 2NC. P O '~ MEHTINGS OF THE BOARD ;;;~_ '~~ 16. The meetings of the board of directors may be held at ;.. ~..~. such place within this Commonwealth, or elsewhere, as a majority ~• of the directors maq from time to time appoint, or as may be designated in the notice calling the meeting, 17. Each newly elected board may meet at such place and tine as shall be fixed by the shareholders at the meeting at which such director a era elected and no notice shall b a necessary to the newly elected directors in order legally Lo constitute the meeting or they may meat at such place znd time as may be fixed by the consent in writing of all the directors, 18. Regular meetings o~ the board shall be held without notice on the first Monday of each month at the registered office _~ -- of the company, or at such other time and place as shall be deter- mined by the board. 19. Special meetings of the board may be called by the president on three days notice to each director, either pereonall; or by mail or by telegram; spacial meetings shall be called by the president or secretary in a like manner and on like notice on the written request of two directors. 20. A majority or the directors in office shall be necessary to constitute a quorum $ r the transaction of business, and th e acts of a majority of the directors present at a meeting at which _J a cuorum is present shall b e the acts of the board of directors. IL all the directors shall severally or collectively consent ~n ~.. ~, 1 2. O 1. 9 6 03 3 "7.~M ~• TSNN~Y atVTTLY I NC. F'08 ,":~.; ~+riting to anp action to be taken by the corporation, such action c•.... ~~'t •~.~ sha11 be as valid corporate action as though it had been authorize at a meeting of the board of directors, COI~ENSATZON OF DIRECTORS 21. Directors as such, shall not receive any stated salary For their services, but by resolution of thi board, a fixed sum and expenses of attendance, if any, may b e allowed for attendance at each regular or spacial meeting of the board PRQVIDED, that nothing herein contained shell ba construed to preclude any director from serving the corporation in any other capacity a:~d :eceiti'ing compensation therefor. :: i:. `""' OFFICERS 22. The executive officers of the corporation shall b e choosy by the directors and shall be a president, secretary, and treasurer. The board of directors may also choose a `•ice-presider and such other officers and agents as it shall deem necessary, whc shall hold their offices for each terms and sha11 have such author and shall perform such duties as from time to time sha11 be pre- scribed b9 the beard. Any two or more offices may be held b y the same person, except the offices of president and secretary. It sha11 not be necessary for the officers to ba directors. .., 23. The salaries of all officers and agents of the coy-~ora- s. tion 6ha11 be fixed by the board of directors. 1 2. O 1. 88 02 : 3T~M wrsNNloY IIVTtLY INC. p03 24. ThQ ofrieers of the corporation shall hold office for ,~ •~; one year and shall not hold over beyond his Lerm of office. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in their ,judgment the best interests of thQ corporation will be served thereby. PRESIDENT 25. The president shall ba the chief executive officer of t: corporation; he shall preside at all meetings of the shareholder and directors; he shall have general and active management of tr. business of the corporation, shall see that all orders sad resol~ tions of the board era carried into effect, subject, however, to ,~ the tight of the director8 to delegate any speci~ic powers, exce {,: such as may be by statute exclusively conferred on the president to any other officer or officers of the corporation. He shall execute bonds, martgagea aztd other contracts requiring a seal, under the Seal of the corporation. 26. He shall be EX-OFFICIO a member of all committees, and shall have the general powers and duties of supervision and mars sent usually vested in the office of president of a corporatio-~, SECRETARY 27. The secretary shall attend ell sessions of the board an ' all meetings of the shareholders and act as clerk thereof, a.~d s., °' record all thQ votes of the corporation and the minutes of alI i 1 2. O 1. 6~ ~~ 3'T.~.M "`ttNNSY a1VttLY ZNC. p 1 p ~~ ~nsactions in a boak to ba kept for that purpose; and shall w ~ ~ ~{ '.~ perform like duties for all coacaittees of the board of directors when required. He shall give, or cause to ba given, notice of all meetings of the shareholders and of the board of directors, and shall perform such other dutiae as may ba prescribed by the board of directors or president, and under vhosa supervision he shall b e ~?e shall keep in safe custody the corporate seal of the corporation a-~d when authorized by the board, affix the same to any instrument requiring it. TREASURER 28. The treasurer shall Nava custody of the corporate f~nd6 and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the co=pora- cion, and shall keep the moneys of the corporation in a sepzrate book account to the credit of the corporation. 29. Ha shall disburse the funds of the corporation as say be ordered by the board, taking proper vouchers for such dis- bursemGrtt6, sad shall render to the president and directors, at the regular mQatings of the board, or whenever they may require it, an account of all his transzctions as treasurer and of the financial condition of the corporation. i VACANCIES •30. If the office of any officer or agent, one or IDc.e, 1 2. O 1. 69 09 :.3?Ahi 'MTSNNSY sDVT!'LY SNC. F' 1 1 becomes vacant for any reason, the board of directors by E three- ,: r F~~ fourth's vote of all directors may choose a successor or successors who shall hold office for thQ unexp irad term in respect of which ouch vacancy occurred. CORPORATE RECORDS 31. There shall ba kept at the registered office of the corporation an original or duplicate record o~ the proceedings of the shareholders and of the. directors, and the original or a copy of its by-laws, including all amendments or altnzatio:~s thereto to data, certified by the secretary of the corporation. An original or duplicate share register shall also be kept at the registered office, or at the office of a transfer agent or t`'' registrar within this Commonwealth, giving the names of the shareholders in alphabetical order, and showing their respectiv e addresses, the Wombat and classes of shares held by each, the number a~zd data of certificatss issued for the shares, and the r.uaber and date of cancellation of every certificate surrendered for cancellation. Every shareholder shall have a right Co examine, in person cr by agent or attoxney, at any reasonable. time or tines, sot say reasonable purpose, the share registez, books or records . z of account and records of the proceedings of the shareholders anc ~ directors, sad make extracts therefrom. 1 ~. O 1. +~ Q 09 ~ 3'7.~M +~ TsNI'1~Y SVTTLY 2 NC. P 1 2 SHARE CERTIFICATES ~~~' 32. The share certificates of the corporation shell be ;• .f . ,, n,,~bered sad registered in the share ledger and transfer books of the corporation, a8 they are i9 sued. They shall be signed by the President and Secretary and shall bear the ca~orate seal. All share certificates shall have typed on the face thereof notice of sup shareholders' agraamQat on file with the Secretary to Which all of the shareholders and the corporation are parties. TRANSFERS OF SHARES 33. Tranafer9 of shares shall b a made on the books of the ~;~ corporation upon surrender of the certificates therefor, endorsed r- ~,.. by the person named in the certificate or by attorney, lawfully constituted in writing. No transfer shall be made inconsistent kith the provisions of the Unifoxm Stock Transfer Act, approved the fifth day of Map, one thousand nine hundred eleven (Pamphlet ?,aws, one hundred twenty-six), and its amendmento and supplements ivo transfer shall be made inconsistent with the requiremar.ta and provisions of any written stgretment on file with the Secre- tary signed by all shareholders and the corporation. CLOSING TRANSFER BOOKS OR FI~CING RECORD DATE 34. The hoard of directors may fix a time, sot less than ten --~ ~ or aor4 than forty days, prior tv the date of any meeting o~ 1 2. O 1. 88 09 3?.tiM .. T=KN~Y ~VTTLY ZNC. ~ F' 1 3 ~,~ shareholders, or the data fixed far the payment of any dividend t~.i ~;;,;~ or distribution, or the date for the allotment of zighta, or t~-.a date when nay change or conversion or exchange of shares will be made or go into effect, as a record data for the determination of the shareholders entitled to aatice-of, and to vote at, any such meeting, or entitled to receive payment of any such dividend or Cistribution or to receive any such allotment of rights, or to exercise the rights in respect to nay change, cony ersion, or exchange of shares, In such cases, only such shareholders as shall be shareholders of record on the date ao fixed shall be entitled to notice of, sad to vote at, such meeting, or to zeceive ;,; payment of such dividend, or to receive such allotment of rights, "' or to exerci6e such tights, as the case may be, notwithstanding ar transfer of zny shares on th• books of the corporation after any record date fixed, as aforesaid. The boats of directors may close the books of the corporation against transfers of shares during the whole or any part of such period, and in such case written or printed notice thereof 6ha11 be mailed at least ten days before the closing thereof to each shareholder of xacord at the address appea:irg on the records of the corporation or supplied by him to the corporation for the purpose of notice. While the stock transfer books of the c~rpaz ation are closed, no transfer o shay . . ~~ shall be made thereon. Zf no record date is fixed for the deter- mination of shareholders ea titled Co receive notice o:, or vote a -_ ~, 1 ~• O 1. H 6 09 : 3'7A.M »~ f tNN~Y ~VTTLY 2 NC. P 1 4 t ,' a Shareholders' meeting, transferees of shares Which era :~~~ transferred oa the books o£ the corporation within ten days next preceding the date of such meeting shall not be entitled to r.otica of oz vote at such meeting. LAST CERTIFICATE 35. Any person claiming a share certificate to be Lost or destroyed Shall make as affidavit or affizmatioa of that fact and advertise the same in ouch moaner as the board of directors may require, and shall give the corporation a bond of indemnity with sufficient surety to protect the corporation or any p eraon ,r, i,~ jurad by the issue of a aesa certificate from any liability or ~~ '•~.~.' expense which it or thQy map incur by reesoa of the original cer- ~;. • _. ti`icate remaining outsteading, whazeupon anew certificate may ba issued of the Game tenor sad for the lama number of shares as s o:.e alleged to be lost or destroyed, but always subject to the approval of thQ board of directors. CAECRS 36. All checks or dem.8nds for money and notes of thQ corporation shall be signed by the President and Secretary or such other officer or officers as the board of directors, alI .. directors voting in favor thereof, may from time to time deeignat~ 1 2. O 1. 8A 09 ~ 3'7AM MT=NNiY ^VTTLY SNC. p 1 c~ ~i ~,~ FISCAL YEAR r;*~.' ' ~~.~ .~-~ 37. The fiscal year shall begin the Iat day of October in each year and end on the 30th day of Septemb er of each year. DIVIDENDS 38. Subject to tha prcviaions of the statutes, thQ board of directors may declare and pay dividends upon the outstarxiing shares of the corporation out of its surplus from time to time and to such extent as they deem advisable, in ca9h, property or is shares of the corporation. Before payment of say dividaad there may be eet aside ' out of the net profits of the corporation such sum or sums ~,ti as the directors, from time to time, in their abeoluta discretion, ~~ ~ think proper as a reaezve fund to meet contingencies, or for equalizing dividends, or for repairing or maintafiing any pzopert~ the corporation, or for such other purpo9e as the directors shall think conducive to the intareata of the corporation, and the directors may abolish any ouch reserve in the manner in which it was created, DIRECTORS' ANNUAL STATII~SEN'T 39. The preeidaat and board of directors 6hall present at each annual meeting a full and complete statement of the business ~,~ c and a°fairs of the corporation for the preceding year. Such statement shall be prepared and presented in whatever manner the 1 ~• O:. 88 09 3?wM `"'r=NNSY lIVTTLY INC. F' 1 6 ~,-' board of directors shall deep advisable sad need not be verified :~;.. ~y, by a certified public accountant. NOTICES 40. Whaaever written noticR is required to ba given to any perBon, it may be given to such patron, either personally or b9 seeding a copy thereof through the mail, or by telegram, charg~ prepaid, to his address appearing on the books of the corporation or supplied by him to the corporation for the purpose of notice. If the notice is Sant by mail or by telegraph, it shall. be deemed to have bean ~.vea to th• patron eatitlad thereto when deposited i.Z the United States mail or with a telegraph office for trans- ,,. ,:;, . ;,- sission to such person. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting the general nature of the buainnrs to be transacted. Anq shareholder or director may waive any notice rQquire ro be gives under these by-laws. C ON'I'RZSUT I ONS 4I. Aboard of directors shall have authority to make for and cn behalf of the corporation, such contributions out of its ~ income for religious, charitable, sciaatific, literary, or ~ educational purposes to ba used within the United States, payment i _J of Which shall be made within the current taxable year of the corporation in such amount ae the ~,~a,-~t a~-o~i .~or•~irp nor 1 2. O" 8 Ea O 9 ~ 3 ~' AM '" t s N N ~i y m V T T L Y INC. P 1 7 ~ exceeding in the aggregate in any tales der year ten (10'x) per . . ••• cent of the income of the corporztion for the current taxable year, a.-~d further to make such other contributions for public f~ cr charitable gurposea as may be authori2ed, approved or f ratified by resolutions of the Stockholders. AME~tDMEN'TS 42. These by-laws maq be altered, amended or repealed by th e afFirmative vote of a majority .of the shares issued and outsta,dir and entitled to vote thereat at any regular or special meeting of the 6hareholders, if notice of the proposed alteration, amenaaen t or repeal be contained is th¢ notice of the meeting. ~~i t. ~~ ~~ • f L ~. ~. f 1. ~. r l L l ~~:HIBIT ~ ,t i v•n .,.~..~-- ARTICLL8 OF MDtCER I in compliance with tha requiramenta of Article LX of the Act - of the Conorai Aatembly of tha Commonwaa:th of Pannaylvanin known as the "euainsaa Corporation iaw", approved nay 5, 1933 P.L. 364, and asandssents thereto, providing for tha merger of any two or ^ore domestic buaiaaaa corporations, Fiala Crushed Stone Cox~ora- tion and Penasv SuDD1y,~~Inc., both domestic corporations, hereby certify under their corporate se~la: 1. That the turvivinQ cornoraticn is Fiala Crushed Stone Corporation whose same is herein than ed to Penns Su 1 . Inc. sad the location of~its registered office shall he Teath sad Mulberry Streets, Iiarrisburg, Peansylvaaia. 2. (a) That oalApzil 27, 1961, as authorized by Section 513 of acid Business ~~rporation Law, there was filed with the Secretary of Fiala Crusl~id Stone Corporation, a consent in writing aigaed by all ahnreholdera of Fiala Crushed Stone Corpora• i tion waiving all notices required by the Business Corporation Law to shareholders, taking action upon the proposed plan of merge: hereinafter set forth aadjapproving and adopting said plan of merger. (b) That at the time of the filing of said written consent of shareholders of Fiala Crushed Stone Corporation on April 27, 1961, the authorized number of shares of capital stock of Fiala Crushed Stone Corporation (whether voting or non-voting) was 2,500 shares of which 750 were then isued and outstanding and 750 were entitled to vott upon the propoaeJ merger. 1f 3.1.61,13 1~~" ~: (c) That ~t the lima of the tiling on April 27, 19b1 of the consent In writing signed by all shasaholders of Fiala Crushed Stooa Corporation, 750 shares ware voted in favor of approval aE eha play of merger, hereinafter set forth, and no aharaa w+sra voted against the approval thereof. 3. (a) That on April 27, 1961 as authorized by Section 513 of said Busiaeas Corporation Lw, there was filed with the Secretary of Penney Supply, Lnc. a consent is writing signed by all shareholders of Peanay Supply, Inc. waiving all notices raquized by the Business Corporation I.aw to shareholders, taking action upon the proposed plea of merger hereinafter set forth and apprvviag sad adopting said plea of manger. (b) 'that at the time of the filing of said written conaeat of shareholders on .1pri1 27, 1961, the authorized number , i of shares of capital stock of Penney Supply, Inc. (whether voting i or non-voting) was 1,000 shares of which 6 shares were then issued and autataading and 6 shares Were eititled to vote upon the pro- posed merger. (c) mat at the time of the filing oa A,pril 27, 19b1 of the consent in writing signed by sll shareholders of Peaasy Supply, Inc., 6 shares were voted to favor of the appaval ~f the , plan of merger, herein set forth, and no shares were voted against the approval thereof. 4. The names and addresses of the persona to be the first directors of the au~irfng corporation are as follows: jJame d s Robert H. Mumma 4q Rillcreat Road, wormleyaburg, Parana. Theoria t!. Ebert 345 weal loth Street, New Cumberland, Pa. Darbara MeK Mumma 4q Hlllareat Road, Wormley~burg, Penna. p ;•~, ~w~. ~~.!M~t ~~ - ? - ~e g r ,-- S. Tho follovin~t ohan~tes aro desired to ba mad• in th• Artio Us o! t!» ~uttivin~ Corporation Paragraphs 1, 2, ~ and S of the Articlaa of Incorpora- -- tion ar• haroby ssandad to road as follows; First. The nam• o! th• eorporatioa is PFSIttSY SUPPLY INC. Second. 'fie location and post office addreaa of the registered office of the Corporation is Tenth sad Mulberry Streets, Harrisburg, Dauphin County, Pennsylvania. Third. The purpose or purposes of the Corporati on are: To buy, sell, manufacture and otherwise deal in all articles of commerce, including but not limited to the operation of atone quarries; to facilitate. build sad put together roads, bighways, buildings sad other structurea'~ to own, invest in and lease lands, buildings and other structures, all whether as owner or Icontractor but not as broker or agent. V Fifth. The authorized capital stock of the Corpora- tion is $350,000.00 divided into 3 S00 shares having a par value of S100.00 per share. 6. The Plan of Merger is as follows: (1) Pennsy Supply, Inc. shall be merged with and ~ ~ into Fiala Crushed Stone Corporation. (2) The surviving corporation shall be Fiala Crushed Stone Corporation (with its name changed to Peansy Supply In - 3 - t t ~~ •. i t' :: ~.1•t~1.13. _ (7) The aer=er shall ba carried into affect by the transfer of title and possession of all of th• assets of Penney Suppl Inc. to Fiala Crushed Stone eerreritien and the aaauaptioa bz Fiala Crushed Stone Corporation of all the liabili- ties and obliaation• of Paaasy Supp1Y. Inc" (4) The aanaer sad basis of converting the shares of each corporation shall be as follows: The shareholders of Fiala Crushed Stone Corporation shall present their existing certificates, and like certificates for like numbers of shares of existing par value !~ with only the name of the corporation and the authorized capital- I ~ ization changed as herein provided, shall be issued to the I 1 shareholders in eachaag• therefor. The sharw~olders of Peanav~ S~ppl~v. I_nc. shall surrender their stock certificates and shall receive stock cer- tificates of the surviving corporation, as herein set forth, in I the ratio of one share for one share of Fiala Crushed Stone i Corporation stock. (5) The same of the surviving corporation shall be' ~Pennay Supply Inc. and the location of the registered office shall be Tenth sad Mulberry Streets, Harrisburg, Pennsylvan•.a, ~ (b) The authorized capital stock of the surviving r corporation shall be 3500 shares of the par value of $100.00 per share. The total authorised capital shall be $350,000.00. (7) The first directors of the surviving corpora- tion shall be Ribert M. Mu®a, Barbara McK M+a~a and Theoris M. EberC. - 4 - •. M (8) Tha purpo~aa of the corporation shall be: To bur, call, manufacture aad othar~risa deal is all articles of cosserce, including Due aot limited to tl:e operation of stono quarries; to facilitate, build aad put together roads, highways, buildings aad other structures, to ~+n, invest is aad lease leads, buildings aad other tructuras, all Mt-ather as owner or contractor but not as broker or agent. IH W'ITt1ESS iil~REOF, each of the corporate parties hereto, Fiala Crvahed Stone Corporation aad Peansy Supply, Inc., has caused these Articles of Kerger to be aigaed is its name and on its behalf by its repectiva President and by its Secretary and its respective corporate seal to be affixed hereto on the 27th day of April 1961. C• ~u •.~: •.~• '' FIAI.A CRUSHED STONE CDRPORATION ~: ~ ~ ~~ ~~resT '` , By ,~ ~•V , ' . ~~/~'~ .y1~ ~ President ' , . ~ Secretary PENNSY SUPPLY, INC. . ~ ATTEST r~~ ~ • '.?~ ~~G%`~L~By Pzesident .,, ~ Secretary ~~ '~ ~~~ i • , ... ~ ~ Approved and filed in the Department of 5tatn on the 3rd day of Iiay, A. A. 1961. 0ip ,Secretary of th v~alth sb - S - f 4 _. k _. t~ 1. i. i EXHIBIT F ,_ ' ~5'T l4'~I,L AN!! Tt:~~l',1}~h;l' I, :~lAL1'b:R M. FIUt•Q~!;t, oC tlrn 1'atrnnhi p dl' $u9r}ur'lt:tt+tt1, t;ounty of Dnnphin, 3t:tte aC Prnnsylvattia, l,rtin!; ci' nr•~ur~.l u-•.t ~'.trcrnninv,, min;l, m.:mory nn<t tu-uarMt:tndi.nE, do ,rak^, publish ,ar,~i 't~~elnr•e thus tti bo my gnat t'ti.ll and 'Castr-ment, her•rt~y t•t'voirinr; :..li ;villa er tri•itin(;n ih t}+n rt:ttnrr' thsrr•ol :tt any rime 1-ereto!'!zt•r 1,y me mt1•ia. .. f'IR:1T: I dit•oct L•haL• all nt~• iu:,t dr.hta nn!I !•t+ncr;i2, ~•xpr,n:,ea ,hala be paid lay my nxocutors as soon sCtrtr• ,ny !-ecaaxn ~fiC^31At All tha rn'at and ronilue and rerraind~r od' my ,•:,ca-.~•, rna]., peraor-al nn+! mi:trd, 01' :vhttC,envar pature and tvha:•++- c~''vrr sit•tt.•-tc, T nire•, davi.se anti beqqunarl+ unto I3tltp117N t}'.:t(23I'C 'Y1!!}?'C CSJMI';-f17 and myy :.on, f:01}PR'P M. F7UlA•2A ;tad r.heir ::ucre:daora, . ! li 't'RU~'^~ K3?YF,It'!'lllLliSB, Cot• tltq uarta. hnryona nncl it!rrpnaea and t.•3r.lt the (.'award herrinnftar•' aar, lart:h. • (ay Tl+o TrtiRtanr ahal)~ .Crorn mp anrnts i;iven tham in +;r,+r•a~ p1i, ar ao far' as pcasilrio malro pr•c+vidiona 1'or thr• p;+yrunnta •. r•.Ircy hreonw dua, ,~,he prcmiu+n:t anon polici ar+ oP It L't, i nyuranca • ct•nr:o;1 ley At,p dP ,ay ran!ichi].dron, t3AltnA!!A t~Ailti idltk!kA, !t:1ll:?ft't ' hl;,!t!I 44tlMt~.l.il' or I.IM~iA NAfiN t$UM'1;- upon +rttictt rtSthttr I ur rnv rcn !rt)1!!•:It'I' h!. ~1t~U1 have, treaty n+• n+•n payi++r th,+ {~ranti-r-n!t :-t. th•! tirua :~!' my dr.1Gh. (b? Tt,^_ '1't'tt9lrr,ed shall. ~tivicla that part c[' ,ay astntc t;iv~n to than in. trust t•amaini.rtr :tCter malcin}; the 33,:tytnantM or fu:,kf nr; nlroYial.e,n test tl-a nnymantts rctlutrecl ry thr-. imn+crdtat.~ly la rna+:riinl; sttb-par'nggrnnlt Sato thrne (~) ar ,naro [!artM, r~qual to vnlt-e, oath to taa set uh s<n aernrntct tttiaata fcr r.ba benpl'it nC my ~;:•an!Ichildrenr tt«RCl!1Rh l~ANB MUMMIi, 1!Qtli:it'~' MANN t•Sgt4M,. II, l,Ih'UA tdANN AlUlQ~tA ant} any other cltildrer+ hrraaltcr• tyarn t.n ray ~cn 1tQ}aG~RT Ft. tdtsMMA and hia vri t`o 'DARI~AttA tdeK7h0•t7p: (•:tIM16A. 1'l,r ',1•uytansa In Eheir diacrrtion may papC~tona the divifsion het•ain +•~xtutc•o4 until tha tin-a o!' thrt CirnE pr,yn,nnt hr+rain rot„brad. fit:) flurinQ tha minority el nay bnnraTicirary ',+••reurrrier . ' tha '1'ruataes shall ncCun,ulAto tho net incotno Pro,n rhrh bena- Piri:try*a dl-ara nntl add tha nan,a to the princi.pa7, thet•ev+f prvvideA that such acau,miltttinna shall 1n no want n,xteurf baynncl tt+e pnriesd nllawad by law. In tlro avant thin truac or• !t,ty p;+rt: thrr~~aP shall oa'.tend beyond thn poriocl duriri~; uhia}- accura~tir+tionc • ai' income r-re allo-av:d by law the Truatenc• shall, altar s+~ch tin+s • ', , ay thn',net: income Co a}r lot• t1-a use of the l~on,r!'iciarf ahti tl!rd• ,~• "' ~' therr;to under tha ~torma bettor. } fly } .. !'l. ~.i; .. .t•., r~ :t ,. . ~•~ y. }t• tiro ~; .~ ~(' .i ~: 1•y t~'; ,;I ,• t, t •~y~. r r' .4 ~~" •".; " 2~ y'~•"~•~ !Q(!,~,~. I t~f ~ ~~~~ ~ Y ,•, ,, i( t 4 ~ j;: •~, .Si; l:; ..:°l, ~.,' r •.IC'~ . •''l : +-•., ~*' ., . r '• "~ .',.' •, ~:, ,, .. .~•„ (r!} upon a brnefiCiary attaininP the af;o of tt•!t'nty~ r,nr~ (:'L) ynara ono-half {}) of the part of tho trust estata Chen }„,l,t t'ar •rurh child shall be pni~i to such child anct whoa nuclt cliff?.•i ;ttr.:,tns tho ale oI twenty-L'ivp (?.~) )•ottrs titp halanco of t.t,n tr~.tt3t fundrr or property held Tor :+wch chilrl ohnll ba f:ai•! •I;r,, ttlm nr• her. • (e) Tho TrusteCa sh:+ll have the rower in L'heir dia- :•rrt.i+ur~ :1r-d providod thou, f,~ther or niothnr )e xithont n~icgnnta ,,,,>•~trr; :-r, tltn tttae to rropcrly provtclo the namr.+ (1~ In c:tsr, n t' tuty emer~enQr gilsctin~ nnY of my said grandchililsn~ inclcallnr, ( hur. :•rt shout bringg lltitod Co) aerioue 1 llrwr,+~~ ;-ccident, phyat c:a]. ' rli r.:tt~i).t ty ~ or (2) In cusp tlto income from all othet• a0urr+!!f is • inauPPtcient praper_y to pdurgte, maintain or auntbrt the re- :t}rr~~ ti vo beneficiary, to pay aver to or for tltp use of t}ro t~r•nr. PI ciariea Crarq Fiia Or her Crunt ¢stata~ either principal - • .+r• income..a aus,not excoadint; C`ne Tt-ounand (~1r000.C101 t)ollttrs i n :u-y one year and in the nr;rrerate not to axeeed Five 't'hausrtnd (•~,,UUb,tW~ Joilars for any sinr;te benc+£ici:-ry. • Ttte decision •: t' ~:1tc 'Cruatona As to what shall constitute art emorgenCy ar r:r•oner• t-so ttitttin the meaning of this rroviaion attall brt can- ' i:)tt~sivn.upon tha benaficinries.• - (f} Aar tuns which •by orrerntion of thn l:.+w Tovcrninr, :-C~unntlntiana awro rAyable untter the provisions horeo[ to a uiiltrlt• boneCicinry or mtnor chilriren ~f a bene!'it:iary ,hall l,o ' ::r•r; :tf:Ai•t and held by t1-C Tru:ttges for such bpnal'ici~try ao . t+tr.:tnmantary Guardians fer such bonefici:tr•y. Tite Trustees altnll •; t~r+ taatarnnntltry guardians for all sums due trereuncler to porr+ons rrot _^,ui juria~ Kith full power in their discretion to pay Any ' r+r n1..1. numa for the support, comfort ar welfare of nttch persons. (r) The number of• shAroa i.nro which my r+state altatl ' t,.• rtlvidect shrill ba determinod by thn numhar• of rrandchladron , .t S v i,rr; at tltr. time of such diva rion w!w a:•e the cttilrlr•Rn of my • r•:-i~l son and his said tdlfe and all payments duc harnunde•r rhsll t-R p;ti.d 3t the Limo herein required notwithstandinn a•child or r:)~t.l.rlran mi~hb tTtereaftor by born to my saint .,on or ltia wi Cr. In 1.},r• ~•vont a 'child or childrp.n shall b~ I~orn.to my said sc+n .'+itd hi:: t•airl wilt n~tor thn divi;r~on oC my o~l•ata by ery 'I't•ustttnr,~ C}ur 'I't•ustoon shall rnriivida the truratrt romaininr; to l:h+•.ir hands ::r~ t)-nt there ehall bo one equal prlrt of tha rnmaintnf; trurstn r'or eACh Additional child ao •born. In tnttkinl, such rodtviaiort rte can!-idaration nhall be !sl.vctn to any sumo prcviouUly p:tii nroirn• the terete hereof to any bennl'ici^t•y or• herteficiarioa~ ' • ;, ~•xc:epC ,tt.at tha amount of L'ho trttrb tttert sot :tstda far ;. bery¢- t'ie:iary prsviounly paid shall bo in t}re Crtmn proportionate sir. t,n I:hc other frusta after raivioion ac iE w,as to the p}•wioun ., r.r•usGa't-t+fore tha diriaion~ unless ttrcrp al+oll lrava t.rr.n only ' ann t:•ust bo£ore the division i.tt wh3.ch ovens the tr~rsts rhall • ;' :-1). do • ectual . ~ • .1 .fry: '~ . ~ , ' ' ~~'f~s:.' •~ ' ~! :r. ,~;:. ~_. (h) In the avant any beneficiary ahn],1 dio ++i:hn+~t lrrnvi no, n artfr, child ,or children the portion oC my otitnto than treLcl !'or tho t,anePiMary sa d'yin,^, shall Ur. slividad ostually anion;~ t,ha ahr,roh hc].d for the other boneficirtrien, inrludinF nny h~nrtCiciary who might have thereto fare bran paid in Cull. X+r th+t cvrtnt n beneficiary altgll die leavinP a ttifn, ,c-rild nt• ct~tldranr the sute~ or property which r+oulr.! hnvr; been Said to •;;~+~I, benat'icinry ahnll f>c paid to auclr yit'o child or c1,41dron zn the nroportiona that they would bo entit~.ed to inl+rr•it Prom auah banoPleiary under ttlr: then laws oC t'ennsylvanin, such ~r;lymrrnta to ba sleds at the tima:r Choy would hwa T,eon m:ulo to r.br• t~euot'ioiary it' 1•iving. T[IIRDt xn the absolute di^.cretion oC my oxeeutarc they u+:ty ~.-y all aatgte, inheritance ;trt:t yuCCOSSion taxes inunodiataly t~,• ,nny p~satpone the pdymar,t of such tnxa:r on t'uturo or romni ndor t t+t:rt•e~ta until tFto tuna posaenaion therool' accrues to the benat'iciarios. • FOUA'CIt, x direct that ;ny crecutora nn-.I truateeer thrir a,+t,titirrttas or auccesanra, aetinr,, in either cnpacity, nn•i•k{ron ~t~rin~ as Gunrdiana, in addition to arrcl not in limitation to tray ^uLh~rity riven them by lnk, rslt,~ll have thn fo]lowin~ pnrtnrrt: a. For tho pnymant o~C debtrs or for nny purponn o!' :td+nt+ristration ar distribution, power to srl]., mortt;ara. lea^r., • ~ tt).ter, improro, partition nn:! oxchanae all or nny of my real • a~,tato, •>at nny timo during the continuance in rrttale or in ett•t • of tl+a tr-oats under thin my X11.11 and at the termination t~ereoC, rc~r• purpo~roe of distribution, naa~.linr at• public or privatr. ante, 1'nr such pMaaa e-nd ut-on each tar•ma a:s 14 crsoh and r•radit zis they may dotrm bast, 4r• upon Chc roscrvaGion oC mound rr, nLa, and the said ground yenta in turn to extin;~ulah or nsrll~n, and to t; rant and convoy rood and aut't'icient title, without linhil.ity'an taut part of thn purchneeri or other parnon:, so ~tealin4! with tho F:racutors 4r 7ruatoQar to sea to the a tplicatton of the rurchaso nr• aonaideration monior.. 7'hia power s~ta11 not be conatruod to .mrk a conversion oP the real a:rtt-te unl.eat and +rntil thn parer ' ss actually oxareiacd.' • • b. To purchase or othnrni.ar, acquire t•raL astute and to exerciso the attme powers tharaovar na hereinbaCore provi~od with r•mapact to the other real aatnte of thy, oatata. c. To retain all stock, bonds, and irrv~~tmc+tsrt ownod by me, and to invost an¢ rainv~at in other ntoakn, bands mtd inveatmenta trithout'hoinl conPinrd to xhlt nra known n, "lat;ol -11Yff^.t+nonta~ and to Gall snit trari9i'ar tha• nmm~,• cit~.l•nr Ln rnr!:an • or ,t,y attorney, without liability oer the part aC tttt• r•,r~t,ascr.-, ~;;~~~' •• to .Dre;t0 the application at the purct+nge or con.:idaratton mor+f~e,~s./. 1.1 •• itia• ti •• , T ~ ~ •~ ~.•t. 't '~~•; jj ~~ ' ' .~. "ItY •; ~•.. <t. TO pur:h;t!tR securlt,te° nt t< frr•nmS.stm, to nles•rCire ~ lu•~ !:-•rmtum nut oP incoros, or• to ah;+rrrt the :,:+mc• rr+ t+rinr'ip;tl l•s' tnrum+!, ,or partly to prjltcip;tl an•i partly to ~ tncranin, urs r•.hr+y :hall doom best. 7•c+ axorci:fe nny option to ;ruk~rar•il+o 1'l ,• r.t.I~ekse, laoexla at>ri ather investments. •n. ~'o ;ioin in tang p.lan~oC lec~sc, rsortiaGr, caliaol,3- •I;,cfan, a;rchanFe, or r{rorj;ani.7atinn oi' c.+ny eorporatjon to ••;irirf+ tiee eatata mny ho7.d stocks, !>ondr,~nr ether inroutmrnte i•r •:eClrr•ttiarf. ~ , C. To borrox suah, sums of moray' as +rt,•ty bP rnqutrocl 1'ur the purjiorea oY tko tru.,t an:l to sn~ra^a Chet loon by at r+ladro of nlY or nny port of Chr treat pro prr•ty pr murk n~a and rn cxecuto an aceotwpc+nyfnr, bona autt-ori,riur the con!'o.~.a~an o!' :a:t/;n,rrnt, nn{j plnin or col,lntcrnl notes, rar• other evi+!anarn of t n iC}.+trrfnna5. Persons or cnrpo+•atl,ons edvanc3.nR money -.n the °:r.•~c•utera and~or 'h•usteos Hood not inquiro into ttt~ hecoraity, r.%rl•:~fiency or propriety' of ouch a lone, nor sop to Cho arp19- tr.;l.tan oC the money so advanced. P. To make +listrihution of the assets oI` tha rasiduttr•y :ur! treat sstntes in kind, but ,rfrvn a diatributioh .tied z^rr•4r;1- kinn nC aasr.•tz is recjuirecl, to asppor•tion inch o!' t:ha Yttriour ;,r•;+•t:!1 squally to the ;:PYec'ul L~~°.tril:u,en_s nn~i/ar rr•unt;r.. . ., h. 'f`o aon-tuct any t+uninoaB 3n which X ern ernPSrrod, or , 4. r, o:htail X itAYP nn intorert nt the time of my tieooa;.o, fo:• t;>.rcis •~•tr•.tn•f na ti-ay rutty dacar peeper, with pours to barrow mgnny And ;•]~••1r;o Rf,c aaa4ts of tho buait->`na ctnci -rlth po;+ar to •io all other r+,~t:: tir:tt 1 i.n ary 1~,faGimo could ht-ve danc, or t.o delr~4tt+ ;susit ' tlo.Ir`rs to any psrtnor, tnahat;er ~r empXoyra, ::tthogt {.tuhility Coe :.{ny lo:;s occurring therefrom; to clavotn thereto ttre capital rlric.h ' ::t-;tj.l ar, my death•be omployed therein, nhd ^•uch act•litiohal capital :.:; they zfral2 think Cit from timo to LS me; ro rn.~kr• Yubl t r. or ~•••j rate nrsla of said tiusinass, and ttro real and pnrrrinnl ,~t•t•;rerty i.l-l~rool', ut zuch time 4r tifias, and' for such p:•icc or prices, ;t n<! uirun .such tnrras, fix to them may saem bctt, wf th c•r tut tNo+it r,rcur•i ty I"or the -purc)rasa j+rice, and to e+xoouto '.Ill nacen3nry • ar+~,tr;rnnentll or eonvoyaheea to ti+,r• purchnseCa, ,ritho+rt ltabi]ity c,., r.hn part of Che purchauars to oen to the Appltrr,tton of the. i. itily. Rxocutors and Trustaar., rsarim~ in M.-.)ler ••np;+city, cclur).1., in their discretion, dotenairra wtiroth::r nny 1»n;i.nnss:_ tnt{+r~• •• :r. rrl+ieh l' orgy orm at thA time of my death ai-.1? 1 1+~ rontinu^d or 1 tuulJa-:ed. ani they ai+all bout complete' utfror•tty ~.a ,iotnrstns I f,•• ,n;{;rote stnct oonditiona under Mhtcf- their tlrciaio••• S•r khi:~ r~•r,i,rr-r. sjrall,' be accomplished. i nutharj.r:e urv F,xre•;tcr~ ern! 'PI•u::r:c•E+~, acting in either capacity, ij' the~• :±n~~m ,,: •':i :a rnt1 ,+~.1•Isnat bcjntl requl.rcd to obtain to;tvo of !:c,+rC, to ~nr.?r j+rrn 'i''~. . ~. • ,. . , tl ~• 'P. :~(~•t~y ~;iillr 1•Y~1 }~ ''•' }~}i a `~ ~'•'•+~r {'l ~'''• r..lj1f ~ 'f: t, ~j 'i .~ .l . l~ ~'li1' t t~l •'T' mT l,~ ~,, ~~'{.{ ~, ~i~ff;t+•. •.l~'1;~'~; rtY'~•, t:,+td 1•!•~~h.'~ .., t,l. j l yfJ ! P a ~ i• ~tw ~iR-i~,ls~~;f 7~•K~il'iYl`i:'M~~ri.'i~N r~~.,f!f.•, +,•.~t~~;~~+•,.M' S~l:'~ . , •f , .. ' :+,+ :-nramn•:nt oC ca-•(r,•-rtncrahip :r~itl, my k+111in~F:s .nu:o<•ir-r.az .>r 1•r.hnr;;, or to orKanirt A CDrrr.Ar;lCioll tr c:,r•ry an :/twi<t t+uain~r:r: Icy r•iurm;:a.lvea or ioint].y xit-t other::, sna rnr !s'-iet rtrrnrarr+ .•c+,+tt•it+uta all or par•G o(' h,y intnt•csr. 1st a:ti.tt trut:in~_sa :-:, •::,II.iCnl trod o-tcl- ntldiciott.Kl Capital. as they Rh:-11 Ghi-r!; I'it Cr•;m t9.+nc to tiwe. Notltin, harcirs c:antained ohnll i,t• con~tr•+tod t,+ praF-thit aay Fxnou>:or ar Trustee frorn brim etnp].oyed in any rn+;:faer.+x ine;aront referrer! ca herein an~1 rrcofr*inM eorNper-St{ttnr, I'•;t• r.r,~tt anrvtcno nr, nn empl.nyer. 1. For the liqui;tatio-{ :rnrl ndrrinir;tr•ation or any . I•I~:;inoas'~nteroats which I may o,,•t- at tlrp time oi' my dn:rth, r:l+~y ::1+:-11 hr; b~ittn.i by thrs terror of all btrsinos.^. al;ro~rrrrtt:a t~~ :•li+i la+ ± vc:.a a party sod evhie!- m;+y be in force :,t L'-tN time of n+y +t^:tth, and tho rliraotiona thnreir- Conts+inctl shill cnnsritutr ~.;,+• :-ut!-c~riky for :such fiduciary to act 'in the prorntatts. v. °Gr rrcatcsr canvenienca, rho ;.snra9 nl' ti+A:, tr•urt t+.•,•ni n crvratrd nriy b^ Commit-hlr+d by aty ~:xecutot^r ruti 't'r~.rritoa ., :11•+.in;; in olther cnpricity, in onr. or sacra t'+tn•`.a. • L, 'fo uae rho incoma or priur:if-al to f+urch.~-Rn 131'n •+~ur:-nco :,-nri annuity contractn Cor tt,n banei'it of thn tr•ftGt p s!::rhes her4lh araatod oast to pay tha prnrniuma tl,oroon &!r k41]. as I,r•r!rniunta on •:tny li Ca induranec acrluired by tha trust r•atatns Ily ;rrrirnc-rn:, transfer, bcquent or (;ift~ t'or tl-ra bont!1it t•r r.llr• rarpnetivo bonoficiaries. Tn rexp¢at to.any rolicie:s rf •in::+srnnce or annuityy contracts, held vy tltc tsxncutcrrr and/ur '1'r+r•:t:ce:n, rho aaiti P.xecutor~ and/or 'Cruztre:t are anthorixed to rxrr•r:iae any of the aettlemcnt o!>tiona providod Cpr in such I~ali.ries er annuity contracts rri,th tfte carne sorer. an•! ~rrcC., raa r'•ho++~•1+ seerl+ rwlirtes Or annuity Coritrart:;, r:cro ovrned hg thcr+- na irrtivi!tu:aln. .~. nr. ]'c r+ltoin iadofinttely any pat•t or tl-v Fr•u;:t patslto, r~~:+l r•r• Fnrstot-tlt]., -+hich in r+r may ba^.omo' unprotlucti s't, r~r i n the •1;:~rrntion Qr the Truataotr co rnako sale thnrcor. 'rho ~:Yrrut-~ra nrrtl 't'rusteeb, a-raing in either capacity, in their Jisarr-.lprt, a,:~y l,ny the enrryyin~ charrey and exponsoa of proprrty, Iturin~ •+,+y ynr,r in ,rhicl: it is unproductive out of other ;•rinct~7. of +.!++~ tr+-sL sotgte, nr out o!.' rho inco-nc of or.!toe' pt•in^ilaa rr 1•~+rtl y nut of tsuah principal or tnconra, onr! Ehny rCJ,} t'eK:,n - two ~.•• 6i+Nn, rain,h+~r;te p-'i-Mpai or i.nCame Por kho rnc~•lr. •>r =•:+rl• ~i' •:lir ch:-rget. snr! gxp4n000: 1`ha Truztbea may at;t~ot•ri4t+ G!rn i••r•ncucrl, of :solo oC unproductivo propar*.y tlrtvrnon I:rinrtpal and inaomrt ac:ardint; to lt-w, or in their sliaorrtion tl:ay maq ~•;+y :said procoeds Into principal t.ithovt apfrort,ionrnJ•r:t,.• -tl~ Lh.'3'14.Yi .i nominate,' t•nnsti taro anti :-puoit:c thtr ::+i:l 1.!•1UI.117 k diL•'Pd1+~jq' 'l'QU3T Cpl~I'1+NY and my ,on, • IiUh;:it'C I•t. HCts` :., i:4 bn 1:;,~• :•:xrcutor!r'anc! TruaLoag cC th.is rap ilil!.. ]:n thr. evrr7t r.; .~ .1,' :I. .,+. i• ' , • .~ •.i ' `• ' • ' ,~~• •,1•;• , 4;• f ~ ~'' ''j •~~ , • • •• `•' • !r. ~ 1 ~ ~ • t. . it .' ;: ,. .. it~4:±ti.:t ~+; .t ~~i,C11, ~ •.,. 1,!'t :Y.'•1~'!~: ~ 'Itf `. _~_ ~~ ', : • ,. ' • 1 ~Lr •, • 1 ' • , r • ,•~ ~ • • .. • • • • • . . • .1 - • • •~ • • .• 1 i+• t^ ,' ~'•~~+rl~f ~'••i 1i~•'•''yti i',t'M. ••^•rt;+. L•. tHr/~w . •' • , •~ • • .i .•.~,•1• • ; 1y+1,114;• 1 //..:,.• 1,~ .IL ` • • 11. ~ 1 rt;. 4•• ~: • ; 1 ~y `s 1~ ~~+r ~ i •r~r•~~ ~ IM~.~ •ySy, ~,1~,, ~,~~i. ~t•,~ • / / t t , l f '• y '• t:'•I •• ,~,'•.'• •'•t •'~ ''f yJ'li~+~ ~ ~. . ., ,,y ,., r ; , it- r,,~, ~~ y ),, `' f ~ } ,~ 'j i ll ~~2N~d'.~,:,?a'~'~ i~N\t,Y,r~:1i f; v ~'-r 7/~t~ ~ifi`~ N. L'~'~.i~r}~~~',t~ i~• , ,r ,r : ,: Y •, 1....!1.:.• :.•tM': 1~:] ..i ~',' '~~~•~c •,':IC:;rtry in ttla oPtice Ot' Exacutar nad/or 7'ru~tea I clirect that r.t:r ,:nid vacnnry nhall not be ('illed tiuc that tl;r: rcnratrri.r- ':•~~'~'lltar ot• 'Crustte sha11 arcrr_SAe tell the pnwert r+r,rt:rininr 1,`• 1:1{`~oe nrc-~Rrs. Y dtrert Cllae my &:xocutor:+ nh:rll n~t•. h~ rr:p:ir•ea t.u ~ntcr security in any ;(urSadiction iu which tltny u:aY rlCt. '. I!1 "!l''RiR:rS '91t>rltECrv, I h:•~ve sit uty hand aria .74dw thin /~rC •t ay r t' . unw, ;-. ~. 1955 , at thn end hm•e~ ti Crnupnsr•d t it nx,!, o l' „t .. r•1'ff:R'ti• ' ~' 'tt~:tl=:::, :;FAi.':if, Ft'I?I.iSItCU ~Np tr!:!'L41:r:(f by the above nf-xlcd 'I'f•c:r.;~t.or, :lfSl.'I'Ftt hl. 11U:`1(dA, ~a ~ `h~,~,,,,,,-.~tAc..~ '1".•.t t'~r I-is last »rtll nnc4 Tanta- • ~/~~~, f nn'nC, in fire (~t-t!sonCe AP tt:3, tflrc+ f~,~/~.t.~.«N , . . rr !1:.:: reque9c, 1n his prr•aanca, (:1F.l.f~) ..'.'1 i 11 I:hc pr•o!3Gnta c C aaalr other, : n r.r, i~~~~: ~!}innui -•_~~-• •` ~ ! (.r•inr; prnnanE stt 'the a!~m~ tune, ` tf;{v~` hrt•ounto !:elC Our 1i:tn•;.^. as ~~'r~ _ t ~j ~,~,~~ :' t .. t'.1r~:.".....rra '3.Y .e..Gw1cY~~~~~c....r r.~.,.,,... ~Jf ~ .~ t , .t ;;, '+. .. . •r, .1. • ' • J.IIf 1,•' 1•~h , ' . ••,f. ' , ' ' .• 1 ,•1';~t,'1• ,111,•',; 'tf i.,''.i':.• , s• '• ~ r ,• 1' .. . 'Wlt•~~ Y i 1`{1'• {',fylj;~{~ •E ! fr:.L fi 1p; •~~ 1 ry. fr.:'.., .•'t: ~~ t i ~~ '• '• .,Iy' L $ r„'C .M~ ~ r 1'~`f N' I ~1`f . ffr'1' if 1' :1'i~•r:' .''~• i ~ ~1't,~.~ ''.~: ii ._ E.27'~1(:.P.t.,.i -1"i•f~~..r~~:i«.~~.: l.i;t"•-• ...:...f1i~ i..,..,.. .. .1 '+.{~ r:~.. :- .~'. . .~ , j6a' ,: ii•1!i • N, ''~' f .,:'"x'41 ~! 1.1 ' t~S1.l.t~'' .~ 1''. ,. ~' YI • ''1 lit ... ~ E~-'.HIB IT G w. ;~ I 8006 ~'~O PAGE 6,~ , • ' - THIS INDENTURE Made the 9~day of , in the year Nineteen Hundred and Sixty-One (1961) • BETWEEN ROBERT M. M]l4~iA, NORMAN SHEESLEY and EARL V. COMPTON, Liquidating Trustees of Highepire Sand Md Gravel Co;apany, Limited, a partnership absociation organized under the laws of the Commorn+ealth of Pennsylvania with its principal office in the City of Harrisburg, Dauphin County, Pennsylvania and ROBERT M. MUMMA and DAUPHIN DEPOSIT i TRUST COMPANY, Executors of the~EataEe,of Walter M. Mina, deceased •. (hereinafter called Grantora),'gartiea of the first part, and PENNSY SUPPLY INC., a Pennaylv~tlla corporation having its principal place of business in said City of~Harriaburg (hereinafter called Grantee), party of the second part: W I T N E S S E T H, That the said Grantors for and in consideration of the sum of Seventy-Three Thousand Nine Hundred Twenty-Five ($73,925) Dollars lawful money of the United States of America, unto us wall and truly paid by the said Grantee at and before the sealing and delivery of these presents, the receipt whereof is hereby acknowledged, . have granted, bargained, sold, aliened, enfeoffed, released, conveyed and confirmed, and by these presents do grant, bargain, sell, alien, enfeoff, release, convey and confirm unto the said Grantee, its succeasoro and assigns, ALL those three certain pieces or parcels of land situate in Silver Sprfng Township, Cumberland County, Pennsylvania, more par- ticularly bounded and described as follows, to wit; Tract No. 1: BEGINNING at a point in the center line of the Carlisle Pike (Route 11) acid point being referenced Eastwardly a distance of four hundred seventy-five and ninety-two hundredth' ~ (475.92) feet from the centerline intersection of T.596 and the Carlisle Pike (Rout~e~11); and at the Eastern line of a fifty (50) Schoai Dist. Cui . Ca. PK 111. dHTil~U Tr++~I~r in I • • ~n . +. t .• ~-+ i .` ` i .. .~ '~ j ' , i • fooC right of way extended to the centerline of the Carlisle ••• ~ Pike; thence North 2 degrees 41 mintues East, along the ~~ . I. Eastern line of a'fifty (50) foot right of way, a distance ~ bf five hundred (500.00) feet to a point at lands now or • formerly. of Highspire Sand and Gravel Company, Limited; thence ~` South 87 degrees 19 minutes Edst along aforementioned land now or formerly of Highspire Sand Md Gravel Crnnpany, Limited ' ~ a distance of two hundred seventy-nine (279.0) feet to a point; thence South 2 degrees 41 minutes Weat a distance of five hundred (500.0) feet to a point in the centerline of the • Carlisle Pike (Route 11); thence along same North 87 degrees 19 minutes Weat, a distance of two hundred seventy-nine (279.0) feet to a point, the PLACE OF BEGINNING. ,.. IT BEING a tract of ground containing a barn, it being •• •two hundred seventy-nine (279) feet on the Carlisle Pike and • + five hundred (500) feet deep in even width throughout. . •. IT BEING part of the same tract of ground which Allouwill • Realty Capa'ationby its deed dated March 13, 1959 and recorded • in the Recorder's Office in and for the County of Cumberland, in Deed Book "Z", Vol. 18 page 114 granted and conveyed unto • ~ Highspire'Sand Md Gravel Company, Limited, one of the parties • of the first part hereto. Tract No. 2;. BEGINNING at a point in land of E. M. Warner said point being referenced the following courses and distances from the centerline intersection of P. Route 11 (Carlisle Pike) and T-596. (1) Nozth nine degrees forty-one minutes•Weat (N9.41'W), a distance of sixteen hundred and ninety and four one-hundredths (1690.04) feet; (2) North forty-one degrees, forty-nine minutes East (N41.49'E) a distance of four hundred seventy-four and ten one-hundredths (474.10) feet; (3) North thirty-four degrees thirteen minutes East (N34.13'E)a distance of 'one hundred sixty-two and sixty one-hundredths (162.60) feet; (4) South eighty-eight .degrees, seven minutes East (S88.7'E) a distance of one hundred seventy-seven and fifty-thee one-hundredths (177.53) feet to the place of beginning; thence along the southern line of land now or late of Hempt south eighty-eight degrees, seven minutes East (S88.7'E) a distance of nine hundred eighty-nine and sixty-five one-hundredths (989.65) feet to a point on the Western line of land now or late of the heirs of Joseph Briggs; thence along same south eight degrees, fifty- eight minutes East, (S8.58'E) a distance of seventeen hundred seventy-nine and fifty one-hundredths (1779.50) feet to a point; thence North eighty-seven degrees, nineteen minutes West (N87'19'W) a distance; of four hundred eleven and thirty- •four ono-hundredths (411.34) feet to a point; thence north two degrees forty-one minutes East (N2.41'E) a distance of seventy (70) feet to a point; thence North eighty-seven BOOK Zn FACE 6J3 ~, -2- .-.r_.__~.---....__.....---...._.....----...._ .............._. __ .. _..._....... • ~•, .. R~7K~2O rncE 691 degrees, nineteen minutes Weat (N87.19'W) a distance of one thousand ninety-three and seventeen one-hundredths (1043.27) feet to a point; thence North nine degrees, forty-one minutes WeBt (N9.41'W) a distance of eleven hundred forty and seventy- two one-hundredths (1140.72) feet to a point; thence North forty-one degrees, forty-nine minutes East (N41.49'E) a distance of three hundred ninety-eight and fifty-six one-hundredths (398.56) feet to a point; thence North thirty-four degrees, fifty sinutes East (N34'S0'E) a distance of two hundred seventy-nine and thirty-five one•hundredtha (279.35) feet to a point; the place of BEGINNING. Containing fifty-four and eighty one- hundredthe (54.80) acres. Together with three rights-ot-way each fifty (50) feet in width to be used for ingress, egress and regress from the tract above described ae follows: (1) leading northwardly at right angles from U. S. Route #11 to the southern side of the trect above described and the center line of which is located Four Hundred Fifty and Ninety-Two One-Hundredths (450.92) feet, more or leas, eestwardly fraa the intersection of the center line of U. S. Route #11. with the center line of State Highway T-596 as measured along the center line of U. 5. Route #11; (2) Leading eastwasdly from State Highway T-596 to the tract above described and~the center line of which ie located fourteen hundred forty and four one-hundredths (1440.04) feet, more or lesa.northwardly .from theintersection of U. S. Route #11 and State Highway T-596 as measured along the center line of said State Highway T-596; and (3) leading eestwardly from State Highway T-596 to .the tract above described. The northern line of the last mentioned right- of-way is the northern Line of the tract above described extended westwardly. Being part of the same tract of ground which Allouwill Realty Corporation by its Deed dated May 19, 1960 and recorded in the Recorder's Office in and for the County of Cumberland in Deed Book "V", Vol. 19, page 117 granted and conveyed unto Highepira Sand Md Gravel Company, Limited, one of Che parties of the first part hereto. Tract No. 3: BEGINNING at a point in the center line of Township Road T-596 (thirty-three (33) feet right-of-way) which point is referenced twenty-one hundred sixty-four and fourteen one-hundred- Cha (2164.14) feet north of the center line of the Carlisle Pike; thence north twenty-nine degrees no minutes west (N29.0'~T) one hundred sixty-five (165) feat to the low water mark on Conodoquinet Creek; thence northeastwardly along the Conodoguinet Creek elevm hundred and fifty (1150) feet approximately to a point at the center line of aforementioned township road; thence through the center of the township road and extending south eleven (11) degrees forty-.five (45) minutes east two hundred eleven and fifteen one-hundredths (211.15) feet to a point; thence along ^mne south nineteen degraae forty-eight mictutes west (519.48 N) sixty-nine and ninety-five oat-hundrsdths (69.95) feat to a point; -3 - .. y thence along same south eleven degrees twenty minutes west (S11.20'W) two hundred sixty-three and sixty one-hundredths '. i (263.60) feet to a point; thence along same south twenty-eight •; degrees twenty-five minutes west (S28.25'W) three hundred • forty-seven and twenty one-hundredths (347.20) feet to a point; t thence along same south forty-three degrees forty-eight minutes • west (S43.48'W) two hundred fifty-eight and sixty one-hundredths (258.60) feet to a point; thence along same south thirty-four degrees thirteen minutes west (S34.13 W) one hundred sixty and sixty-two one-hundredths (160.62) feet to the point the place j of BEGINNING. . ~ j Being a plot of vacant ground. Being the same premises which Charloa A. Sieck, Trustee •~' by his deed dated August 12, 1959 and recorded in the Recorder's Office in and for the County of Cumberland in Deed book "J", Vol. 19, page 239 granted and conveyed unto Highspire - Sand And Gravel Company, Limited, one pf the parties of the first part hereto. i Tract No. •2, above described is sold and conveyed under and aubfect • to a Hortgage in the original principal amount of Forty Thousand Two j Hundred Eighty ($40,280.00) Dollars now reduced to Twenty-Six Thousand ~~•~; Two Hundred Eighty ($26,280.00) Dollars) recorded in the Office of ..i • the Recorder of Deed in and for the County of Cumberland, Commonwealth of Pennsylvania in Mortgage Book 417, page 247, which mortgage dated May 19,•1960 the Grantee herein hereby assumes and agrees to pay. This Deed is executed and delivered by the Liquidating Trustees • i~' pursuant to an Order of Court dated qugust 8, 1961 authorizing and ~' _ directing said Liquidating Trustees to convey the same to the Estate of Walter M. Mumma. as part of Che liquidating share of the property _ of said Highapire Sand And Gravel Company, Limited and is executed and delivered by the Liquidating Trustees and the said Scacutors by virtue of an assigno:ent to Penney Supply Inc. by the said Executors in said Estate for valuable and adequate consideration of theis rigtt to receive said real estate on said distribution. -4- • eooK~{ ~0~ racE 695 na~K 1~1Q rncE 6Jf TOGETHER with all and singular the buildings, improvements, ways, streets, alleys, passages, waters, water-courses, rights, liberties, ' privileges, hereditamente and appurtenances whatsoever thereunto be- longing, or in any wise appertaining, and the reversions and remaindesa, rents, issues and prnfita thereof, and all the estate, right, title,. interest, property, claim and demand whatsoever of the said Grantors, in law, equity, or otherwise howsoever, of, in and to the same and . every part thereof. TO HAVE AND TO HOLD the said impravemente, hereditaments and • ~ premises hereby granted, or mentioned and intended so to be, with the appurtenances, unto the said Qantas, its successors and assigos,: to and for the only proper use and behoof of the said Grantee, its "~ successors and assigns, forever. AND the said Grantors, for themselves, their successors and assigns, do by these presents covenant, grant and agree, to end with the said Grantee, its successors and assigns, that they the said Grantors; their euccessora, all and singular the hereditaents and premises herein described and granted, or.mentioaed and intended • so to be, with the appurtenances, unto the said Grantee, its successors and assigns, against them, the: said Grantors, and their euccessora, and against all and every other Parson and Pereone whomsoever lawfully claiming or to olaim the same, or any thereof, by, under and through them, or any of them, WARRANT and forever DEFEND. ~' • ~-5- S1iALL and HILL . , ~. ~ ' ~ _ r .~ ~~. r: - _ ~ ' ... .i ~ IN WITNESS WHEREOF, said Grantors have hereunto set their hands and seals the day and year first above written. Signed Sealed and D were in the Presence of: ~~~t-~~~ Robert M. Mtmaaa (SEAT.) ~~~'° (SEAL) ~v ~ ~~~~~ Norman Sheesley Earl V. Compton Liquidating Trustees of Highapire Sand And GrAavel Company, Limited ' • rK~~~~ (SEAT.) Robert M. Mumma • DAUPHIN DEPOSIT TRUST COMPANY I'I .. • I ~~~ B~ ~'~':: • /i•a/.Ir~~+Ttust Offi r, ••"~ r,ri ~ + Executors of t o'• s ~ ' e ~ ..+ ~S, ,~ t,t~ R# ,ter M. Mumma Mf. •N• •`.o~ ,~ I ~~ ?: '~~eio '_"~'~ ~' ~(n:.=i"ri,ifr. _.~ I .lx ~t.~: •iwk A.: ~~ ~l.v;-"':.4w. ~~o:~.~ r..l• I `~u:~w-~i[ t~ ~~ 'I•~~ ~~a ~ ..trj w,T ~ "~.'tM' ~ill;~ I~:i4~1.1aV;l't: ~:I hti~rlli ~~ ~~ Cl P'IJ ~..~'Jlh ~. - ~a ~~' 1l ''ts~t?:~ I~' - t'~:i ~ f. _J },. ~~.::;~ . tY~~i ' •~ ..-~~~ :~-~_ 3;~ I~" rid ~~~ • ~ ~; ~~ ~ E .. .. .. _,. 9 • 3. I e~~K~ l0 PatF 6J8 Ca4{OCiiiEALTH OF PENNSYLVANIA ss: COUNTY OF DAUPHIN ' On thi~~ay of August, 1961, personally appeared before me, a Notary Public in and for said Commonwealth and County, Robert M. Mumma, Nozman Sheesley and Earl V. Compton, Liquidating Trustees of Nighspire Sand Md Gravel Company, Limited and Robert M. Mumma, • Executor of the Estate of Walter M. Mumma, deceased, known to me to be the tiersons whose names are subscribed to the within instrument, and acknowledged that they executed the same for the purpose therein contained. IN WITNESS WfiEREAF, I have heseto set my hand and notarial seal. Q~ . Notary Public ' !ty Commission expires: ~ NOTgRY pUel~p ~'7~ ~ w n ;l ~;:.. ' ~t 6qr„ hAep„p 1, INS ~(~ '.w~ ~"q~ ' pWMe ~fi ~~ ~ ~ ~ 1 ~' J`yij-~''~~ fit' ~ ~~r ' 'rt~117 L~ ''ti..........••••• i ~` . t i .: •• i ~ ' '• COMMONWEALTH OF PENNSYLVANIA ' ae: ' ' COUNTY OF DAUPHIN ' ~• • ~•• •• On thi~day of August, 1961 before me, a Notary Public in 1 •.; and for said Commonwealth and County, personally appeared~lC~~ • ~ ~ , who acknowledged himself to be the~/.cca- ~.-•C~~•~•-~.~-~ of DAUPHIN .; p'. DEPOSIT TRUST COt~ANY,•a corporation, and that he ae such • •' being authorized to do so, executed the foregoing inatr-mtent for the purposes therein contained by.aigning the name of the corporation by • ~ .himself as ~ IN WITNESS WHEREOF, I have hereto set my hand 'and notarial • seal. ' NECDRDCD•DFfICE OF tNl ' CCE 0f COYRIS t 'T~ ' Rt OER Of DIf0i - r • ~ ~rrQ41 Notary Public My Cotmnisaion expirea• ' .. e. NOTARY PUBL10 ' ~ ~IMOEREAND CODNi1 My Can~nhslNn Ecplrn Fetxwry 1.1lts • ' RNNS1EYi,NN NNnkMnN. -N. 1'•nehln taunlr .i • ~ r • ~' ycrdry rdli'y 11181 the Raid~ncn ! ,ed•l'osl UFkce o1 willlllin (naulre ii ` •• ~i~ay Gennlec r~r Atly. ' . _ •• .. I .. ~ BOOK ~ ~Q FACE 6J9 }ii Y^ 1.1 if llii ••. • A~ •~ jt , •y ~• " i i;..w • ~ Sri. • ~' j S~;Cn~ it rr yy ~i~':. :.~• ~ . yNriA+1} .. . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA IN RE: ESTATE OF ORPHAN'S COURT DIVISION ROBERT M. MUMMA, Deceased NO. 21-86-398 CERTIFICATE OF SERVICE On this 31st day of January 2008, I, Daryl E. Hewitt, Assistant to Robert M. Mumma, II, hereby certify that I served the foregoing EXPERT REPORT-SECOND by U.S. Mail, first class, postage prepaid, addressed to: Ralph Jacobs, Esquire 215 South Broad Street Philadelphia, PA 19107 George B. Faller, Jr., Esquire No V. Otto, III, Esquire 10 East High Street Carlisle, PA 17013 Brady Green, Esquire 1701 Market Street Philadelphia, PA 19103-2921 Taylor Andrews, Esquire Court-Appointed Auditor 78 West Pomfret Street Carlisle, PA 17013-3216 .% Daryl E. Hewitt