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12-07-10 (3)
1505610148 REV-1500 EX ~°'_'°' OFFICIAL USE ONLY _ PA Department of Revenue County Code Year File Number Bureau of Individual Taxes Po Box zaosol INHERITANCE TAX RETURN ~ ], ], 0 0 3 7 8 Harrisburg, PA 17128-°601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 1,8E-P2-6E63 0308001,0 04241,906 Decedent's Last Name Suffix Decedent's First Name MI SPERA KATHERYNE T (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name M1 Spouse's Social Security Number THIS RETURN MUST BE FILED IN D UPLICATE WITH THE - - REGISTER OF WILLS FILL IN APPROPRIATE BOXES BELOW 1. Original Return ^ 2. Supplemental Return ^ 3. Remainder Return (date of death prior to 12-13-82) ^ 4. Limited Estate ^ 4a. Future Interest Compromise (date of ^ 5. Federal Estate -~i ax Return Required 6 Decedent Died Test te ^ death after 12-12-82) 7 D d t M i t i d i Li T 0 8 T f f . a . ece en a ne v n a a ng rust . otal Number o Sa e Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust) ^ 9. Litigation Proceeds Received ^ 10. Spousal Poverty Credit (date of death ^ 11. Election to tax under Sec. 9113(A) between 12-31-91 and 1-1-95) (Attach Sch. O) -__ CORRESPONDENT - THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number STANLEY A • SCIITH, ESQUIRE 71,7-233-57=i 1r First line of address RHOADS 8~ SINON LLP Second line of address PO BOX 11,46 City or Post Office State ZIP Code HARRISBURG PA 271,081,1,46 Correspondent's a-mail address: S S (`1 I T H u7 R H O A D S- S I N O N- C O I`1 _,..., _~7 i .`:7 _J r.. 1 Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGNATURE OF PERSON RESPO SIBLE F R FILING RETURN DATE ADDRESS C/ORHOADS & SINON LLP, PO BOX 1,1,46 HARRISBURG, PA 1,71,08-7,1,46 SIGNATUR R OTHER REPRESENTAT{VE DATE ADDRES Z~~~~ RHOADS ~ SINON LLP, PO BOX 1,1,46 HARRISBURG, PA 1,71,08-1.],46 PLEASE USE ORIGINAL FORM ONLY REGISTER ~ _ ~LS USE Y _ [ ..J -[~ i .f -..t j; ~ ~ :, ~, ~~ ~ -_ ;: _ t -^~ } (~7 _ =T.~ ~ LL~` ~ DA TE FILED "``~' Side 1 150561,01,48 gMasa~aooo 15056],01,48 J J 150561,0248 REV-1500 EX Decedent's Social Security Number 1,8Z-22-6263 Decedent's Name SPERA KATHERYN E _ T RECAPITULATION 1. Real Estate (Schedule A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . ~ 3 D 7 , 9 7 5 • D 0 2. Stocks and Bonds (Schedule B) . 2 41, , 5 6 0 - 1, 7 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) , _ _ 3 D - D D 4. Mortgages and Notes Receivable (Schedule D) 4 D • D D 5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E) 5. 8 3 , 91, 9. 6 3 6. Jointly Gwned Property (Schedule F) ~^ Separate Billing Requested 6. D . D D 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) ^ Separate Billing Requested 7. [~ , ~, 4 D , 70 4 • 81, 8. Total Gross Assets (total Lines 1 through 7) _ 8 [? , 5 7 4 ,1, 5 9.61, 9. Funeral Expenses and Administrative Costs (Schedule H), _ _ _ . g 7 3 , 2 31, • 5 7 10. Debts of Decedent, Mortgage Liabi{ities, and Liens (Schedule I) 10. 2 4 , 5 6 4 • 81, 11. Total Deductions (total Lines 9 and 10} , 11 9 7 , 7 9 6 3 8 12. Net Value of Estate (Line 8 minus Line 11) 12 -~ , 476, 363 • Z3 c 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which . an election to tax has not been made (Schedule J) , , 13. D • D D 14. Net Value Subject to Tax (Line 12 minus Line 13) _ . 14 ~! , 4 7 6 , 3 6 3.2 3 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers un~er Sec. 9116 (a)(1.2) x .o , 0.00 15. 0.00 16. Amount of Line 14 t xable 4~ at linealratex.o 2,476,363.23 16. 11,1„436.35 17. Amount of Line 14 taxable at sibling rate X .12 D• D D 17. 0• D D 18. Amount of Line 14 taxable at collateral rate X .15 0.0 0 18. 0.0 0 19. TAX DUE 19. 1,1,1, 436 • 35 , 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT ^ Side 2 1,50561,0248 1,50567,0248 9M4648 4.000 REV-1500 EX Page 3 Decedent's Complete Address: Eile Number DECEDENTS NAME SPERA KATHERYNE T ___ _ __ STREET ADDRESS 0 AV N ~ CUf1BERLAND ___ CITY __ _ _ STATE T ZIP CAf1P HILL PA ],701,1,- Tax Payments and Credits: 1 . Tax Due (Page 2, Line 19) 2. CreditslPayments A. Prior Payments __ 1, (] 0 , 0 0 0 - 0 0 B. Discount 5, 2 6 3 -1, 6 3. Interest 4. 1f Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fill in box on Page 2, Line 20 to request a refund. {4) (1) _ _ 1,1,1„ 436.35 1,05, 263.1,6 (3} _ 0.00 0.00 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) 6 , 17 3 • 1, 9 Make check payable to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: a. retain the use or income of the property transferred; b. retain the right to designate who shall use the property transferred or its income; c. retain a reversionary interest; or d. receive the promise for life of either payments, benefits or care? . {Yews t-1 ^ ^ ^ No ~~ C~ 2. If death occurred after Dec. 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? . 3. Did decedent own an "in trust for" or payable-upon-death bank account or security at his or her death? ~ ^ ^ 4. Did decedent own an individual retirement account, annuity, or other non-probate property, which contains a beneficiary designation? ^ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994, and before Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use oi' the surviving spouse is 3 percent [72 P.S. X9116 (a) (1.1) (i)]. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S. §9116 (a) (1.1) (ii)}. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: • The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an adoptive parent or a stepparent of the child is 0 percent [72 P.S. ~9116(a)(1.2)j. • The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent., except as noted in 72 P.S. X9116(1.2) [72 P.S. §9116(a)(1)). • The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent [72 P.S. ~9116(a)(1 3)]. A sibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. Total Credits (A + B) (2) 9M4671 2 000 REV-1502 EX + (01-10) pennsyivania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE O~ SCHEDULE A REAL ESTATE FILE NUMBER: Katheryne T . Spera __ 21 10 0 3 7 8 __ All real property owned solely or as a tenant in common must be reported at fair market value. Fair market value is defined as the price at whi~;h property would be exchanged between a willing buyer and a willing seller, neither being compelled to buy or sell, both having reasonable knowledge of-he relevant facts. Real property that is jointly-owned with right of survivorship must be disclosed on Schedule F. 9W 4695 2 000 If more space is needed, use additional sheets of paper of the same size. REV-t503 EX ~ (6-98) SCHEDULE B COMMONWEALTH OF PENNSYLVANIA STOCKS & BONDS INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER Katheryne T. Spera 21 10 0 3 7 8 __ All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 . 10 , 0 0 0 Par ____ State Pub Sch Bldg Auth Pa Rev Lease Re f Mat: 10/01/2019 4.5% Financial Times Interactive Data CUSIP: 85732PBF6 10,549.80 Interest accrued to 3/8/2010 196.25 2 10,000 Par Derry Twp PA GO Bds Mat: 08/15/2022 4% Financial Times Interactive Data CUSIP: 250061HX9 10,157.30 Interest accrued to 3/8/2010 25.56 3 10,000 Par Octorara Pa Area Sch Dist GO Bds Mat: 06/01/2027 4.45% Financial Times Interactive Data CUSIP: 675740ML5 10,375.00 Interest accrued to 3/8/2010 119.90 4 10,000 Par Lorain Cnty Ohio Hosp Rev Hosp Fac Mat: 10/01/2033 5.25% Financial Times Interactive Data CUSIP: 543583FF0 9,907.40 Interest accrued to 3/8/2010 228.96 3W4696 1.000 TOTAL (Also enter on line 2, Recapitulation) $ 41, 5 6 0.17 (If more space is needed, insert additional sheets of the same size) REV-1=,08 EX + (6-981 COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY _ ESTATE OF FILE NUIIABER Katheryne T. Spera 21100378 Include the proceeds of litigation and the date the proceeds were received by the estate. 3wa6AD i 000 (If more space is needed, insert additional sheets of the same size) REV-151QEX+toB-o9, SCHEDULE G pennsylvania DEPARTMENT OF P,EVENUE INTER-VIVOS TRANSFERS AND iNFiERITANcE TAx RETURN MISC. NON-PROBATE PROPERTY . RESIDENT DECEDENT '~ ESTATE OF J ~ FILE NUMBER Katheryne T. Spera 21 100378 This schedule must be completed and filed if the answer to any of questions 1 through 4 on page three of the REV-1500 is yes. DESCRIPTION OF PROPERTY ITEM ,r,x:. ~E= -~ rwra~ _,= -~ -=.:.~sFr~=r. rHE~R pr~AnowsHiP ro oECEOENT nr~o DATE OF DEATH ~ °lo OF DECD'S EXCLUSION TAXABLE NUMBS rHE oAT_ of -:;r.r~SF~ ~ =--ac-;H ~oPV of ryE oEEO FoR REnr EsTarE VALUE OF ASSET INT>=REST iF APPLfCABLE `JALUE ~ 3/8/2010, Gift of cash to granddaughter's spouse, Brad I Bock 13,000.00! I 100.0000 ' 3,000.00 10,000,00 2 3/8/2010, Gift of cash to '~ Decedent's daughter, Celia Spera 13,000.00 100.0000 3,000.00 10,000.00 3 3/8/2010, Gift of cash to decedent's grandson, Daniel Beigh 13,000.00 100.0000 3,000.00 10,000.00 4 3/7/2010, Gift of cash to Decedent's granddaughter, Kathy Bock 13,000.00 100.0000 3,000.00 10,000.00 5 Marital Trust under Item IV of Will of Joseph J. Spera f/b/o Katheryne Spera 2,100,704.81 100.0000 0.00 2,100,704.81 Copy of will of Joseph J. Spera and listing of assets attached. TOTAL (Also enter on line 7, Recapitulation) $ If more space is needed, use additional sheets of paper of the same size. 9w46AF 2.000 2,140,704.81 REV-1511 EX+ (10-09) pennsylvania DEPARTMEr`!T OF P,EV=NUE INHERITANCE ~ An RE~UFN RESIDENT DECEDENT ESTATE OF FILE NUMBER Katheryne T. Spera__ _ _____21 10 0378 __, Decedent's debts must be reported on Schedule {- ITEM NUMBER DESCRIPTION ~ AMOUNT A. FUNERAL EXPENSES: ~ Myers-Horner Funeral Home 13,167.00 2 Haas Printing, church programs 145.00 Total from continuation schedules 4,802.76 B. 1 ADMINISTRATIVE COSTS: Personal Representative Commissions: Name(s) of Personal Representative(s) Street Address City State ZIP Year(s) Commission Paid: 2. Attorney Fees: 21, 5 0 0. 0 0 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation.} Claimant Street Address 4. 5. 6. 7. City State ZIP Relationship of Claimant to Decedent Probate Fees: Accountant Fees: Tax Return Preparer Fees: 1 Rhoads & Sinon LLP Reserve for final expenses 2 Verizon, service to residence Total from continuation schedules . TOTAL (Also enter on Line 9, Recapitulation) $ 9wasa~ 2.00o If more space is needed, use additional sheets of paper of the same size. SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS 503.50 150.00 206.42 32,756.89 73,231.57 Estate of: Katheryne T. Spera Schedule H Part 1 (Page 2) Item No. Description 3 West Shore Country Club, funeral luncheon 4 Blooms, funeral flowers 5 Rolling Green Cemetery, vault opening 21 10 0378 Amount 1, 719.90 1, 887.86 1, 195.00 Total (Carry forward to main schedule) 4,802.76 Estate of: Katheryne T. Spera Schedule H Part 7 (Page 2) 3 4 5 6 7 8 9 to 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Brown Schultz Sheridan ~ Fritz Reserve for preparation of decedent's final income tax returns ($1,450) and final income tax returns for Trust UJWill of Joseph Spera ($1,400) PAWC, service to residence HB McClure, heating, service to residence PPL, service to residence Penn National Insurance Dutys, change locks Jake Bailey, maintenance at residence Brown Schultz, income tax preparation UGI, service to residence ACE Security, service to residence Zeplin, security service to residence Penn Waste AT&T, service to residence RSR Appraisers, appraisal of residence Fehl Awning L. B. Smith, auto repairs Borough of Camp Hill, service to residence Janet Miller, real estate taxes Ehrlich, service to residence Earthworks, services at residence to prepare for sale Duraclean, carpet cleaning Home Depot, light fixture Hobbie Auctions 21 10 0378 2,850.00 128.42 535.00 1,377.36 1,550.00 275.30 230.00 2,770.00 323.89 165.00 503.00 51.75 76.17 375.00 245.41 589.13 145.00 6,345.17 234.62 9,629.65 107.50 214.56 300.00 Total (Carry forward to main schedule) 29,021.93 Estate of: Katheryne T. Spera Schedule H Part 7 (Page 3) 26 Ivy Class, cleaning residence 27 Jose Rivera, paint conractor; studio, dining room, breezeway, door and frame repair 28 Brown Schultz Sheridan & Fritz Appraisal of Spera-Grass Partnership interest owned by Trust 29 The Patriot-News, advertising grant of letters testamentary 30 Cumberland Law Journal, advertising grant of Letters Testamentary 2I 10 0378 520.00 271.oa 2,7ao.oo 168.96 75.00 Total (Carry forward to main schedule) 3,734.96 REV-,S,~EX.`~Z_~8? pennsylvania SCHEDULE I DEPAi-.Tf~tENTOF REVENUE DEBTS OF DECEDENT, INHERITANCE TAX zETURN MORTGAGE LIABILITIES & LIENS RE51DEr`!T DECEDENT ESTATE OF FILE NUMBER Katheryne T. Spera 21 10 0378 _ _ Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed rriedical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1_ US Treasury Estimated payment, 2010 income tax 13,800.00 2 ~ Verizon, service to residence 84.43 3 Ivy Class, home care, 7 hrs. 120.00 4 PAWL, service to residence 43.17 5 Comcast, service to residence 59.15 6 PPL, service to residence 188.77 7 Penn National Insurance 143.00 8 East Pennsboro Ambulance, balance due 155.00 9 Johnson Imaging, blance due 725.04 10 US Treasury 250.00 11 UGI, service to residence 561.80 12 Angels on Call, agency home care 664.00 13 Rhonda Salamon, home care, 9 hrs. 160.00 14 Mary Sauers, accounting services 2,350.00 15 Sally Gethouas, caregiver services 352.00 16 Citizens Bank, net charges clearing checking account after death 4,908.45 TOTAL (Also enter on Line 10, Recapitulation) ~$ 24, 564.81 awasAH z.ooo If more space is needed, insert additional sheets of the same size. REV-1513 EX+ (01-10) Pennsylvania DE?4RTMENTOF P,EVENUE INHERITANCE TAB: RETURN RESIDENT DECEDENT ESTATE OF: SCHEDULE J BENEFICIARIES FILE DJUMBER: Kather ne T. S era 21 10 0 3 7 8 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER ~ NAME AND ADDRESS OF PERSON(S) RECEIVING PROPEP.TY Do Not List Trustee(s) OF ESTATE TAXABLE DISTRIBUTIONS [Include outright spousal distributions and transfers under i Sec. 9116 (a) (1.2).] I ~ Brad Bock 536 W. Siddonsburg Road ;Dillsburg, PA 17019 3/8/2010, Gift of cash to granddaughter's spouse, Brad Bock !Inventory Value: 10,000.00 Spouse of 10,000.00 ! I I granddaughter ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER SHEET, AS APP ROPRIATE. I~ NON TAXABLE DISTRIBUTIONS 1. A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX 15 NOT TAKEN: B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: 1. TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $ 0 . 0 0 9W46AI 2.000 It more space Is needed, use adgltlonal sheets of paper of the same size. Estate of: Katheryne T. Spera Schedule J Part 1 (Page 2) Item No. Description 2 Kathy Bock 536 W. Siddonsburg Road Dillsburg, PA 17019 12.5% residuary share per attached Disclaimer and calculation, 27,781.28 3/7/2010, Gift of cash to Decedent's granddaughter, Kathy Bock Inventory Value: 10,000.00 3 H. Daniel Beigh III 2300 Foxfire Circle Mechanicsburg, PA 17055 12.5% residuary share per attached Disclaimer and calculation, 27,781.28 3/8J20I0, Gift of cash to decedent's grandson, Daniel Beigh Inventory Value: 10,000.00 4 Trust U/Will of Joseph Spera f/b/o Celia Spera Marital Trust under Item IV of Will of Joseph J. Spera f/b/o Katheryne Spera Inventory Value: 2,100,704.81 Relation Granddaughter Grandson Daughter 21 10 0378 Amount 37,781.28 37,781.28 2,100,704.81 Estate of: Katheryne T. Spera Schedule J Part 1 (Page 3) 21 10 0378 Item No. Description Relation Amount 5 Cecelia Spera 551 Brentwater Drive Camp Hill, PA 17011 1991 Lincoln Town Car Inventory Value: 1,000.00 3/8f2010, Gift of cash to Decedent's daughter, Celia Spera Inventory Value: 10,000.00 Household and personal articles Inventory Value: 6,235.00 75% residuary share per attached Disclaimer and calculation, $166,687.67 Daughter 183,922.67 ESTATE OF KATHERINE T. SPERA DOD: 03/08/2010 PENNS~LVAMA INHERITANCE TAX RETURI~~ INDEX TO EXHIBITS Document Return Reference 1. Last Will and Testament; Codicil dated February 26, 1992; Codicil dated September 20, 1996 2. Copy of Agreement of Sale for residence 3. Valuation of household and personal articles 4. Copy of Will of Joseph J. Spera 5. Schedule of assets, Marital Trust under Will of Joseph J. Spera A. Valuation of Morgan Stanley Smith Barney Acct. #724-71816 B. Valuation of 50% interest in Spera-Grass Partnership 6. Copy of Disclaimer 7. Calculation of residue and disclaimed share Page I, Part 1, line 6 Schedule A Schedule E, Item 2 Schedule G, Item 5 Schedule G, Item 5 Schedule J Schedule J 800366 36/2fl/1996 11:35 717232"''2 SPERA GRASS A~"~C PAGE r~. Ir - ~~ HA] 1March 24, 199 i /SOS l al~ KATHERYNE T. SPERA I, K.ATNERYNE T. SPERA, residing in the Borough of Camp Hill, Cumberland County, Pennsylvania, declare this to be my Last iNi1l and revoke any Wilt prevjous~y mach by me. ITEM t; i direct that my debts and expenses of my last Iltneaa and fus-eral be paid out of my estate as soon as may be convenient aRer my death. If prior to my death, I Nava not made arrangernenu, for perpctuat case and maintenance of my burial plot, i direct rrty Eztcutor to mgkd such errs»gements and pay for aamo. ITEM lI: I give all my tAnQible personal property, Including, but »ot limited Go, automobiles, furniture, furnishings, china, silverware, jewelry, ornaments, works of urt, books, pictures ar>!d wettrinQ apparel, together with all policies of ~nsuranca thereon, to my daughter, CECELIA J. SPERA, prov{ding I'~ sloe survives me by thirty (3(11 dayts. If she is not living on the thirty-Prat (3tst} day following my death, I i give said items in equal ah>atres to those of my grandchlldrrn who survive me. Any ttetns ax to the distribution of which my Executors ttre unable to agree shall be sold and the prvct3eds d~steibutad pursuant to Item iV. ,. I'T'EM IIIc I Qive and bequeath Flve ~nt~ollua (SS,Q00.00) to Q[nny Martin. ITEM IY: I Qives and bequeath Flve ?ltouaand boilan (55,000.00) to my brother, Arthur Tru nzo. STEM V: I glva, devise and bequeath all the rest, residue and rem>>tirdar of my estate, real, person~i and mixed, of whatsoever nature and wheresoever situate, to my daughter, CECELIA R. SPERA. Should my daughter, CECELIA Tt. SPERA, predcccase me, t give, deviao and bequeath said rent, residue and rernatnder to equsi achares to my gr~ndchtldren, (not including any adopted grandchttdron~ per ,tirpes. --, ~ ~ ! Q? '~ ~~ Trzst 3~~GIil1 Anil C~rst~uu'nt ITEM VII: I direct that all legacies and all shares and interests in my estate whether principal or income, while in the hands of my fiduciaries shall not be subject to attachment, execution ar sequestration, for any debt, contract, obligation or liability of any legatee or beneficiary, and shall nat be subject to pledge, assignment, conveyance or anticipation; and the personal receipt by such legatee or beneficiary shall be the sufficient and only discharge of my fiduciaries. (' ITEM VIII: I appoint, JOSEPH J. SPERA and CECELIA R. SPERA, or the survivor thereof, ~~ Executors of this, my Last Will and Testament. In the event of their (or the survivor's) inability or ~; yy ~` unwillingness to act or continue to act as Executors, I appoin'rbANIEL BEIGH, III and KATHY BEIGH i; j BOCK or the survivor thereof. In the event of their (or sur'vivor's} inability or unwillingness to act or ,~ I! to continue to act as my Executors, I appoint DAUPHIN DEPOSIT BANK AND TRUS'£ COMPANY, it Executor in their stead. IN WITNESS WHEREOF, I hereunto set my hand and seal this ~_ day of ; '~ - ~ , l~~i. . `...~ ~^"`` . (SEAL) Katheryne T. Spera `~ 36!20!1996 11:95 71723?"1?2 -i _ H AJ; March 29> 1991 /5051 SPERA GRA55 ~' 1C PAGE 33 ITEM vi: I direct that all estate, inheritance and succession tBZes that may be assessed in consequence of my death of whatsoever nature and by whatever jurisdlctlon lrnposed, shall be paid out of the principal of my residuary estate, so that all property included in such taxable estate, whether oc not passing under this my Will, shall be free and clear thereof. Tn the absolute discretion of my Executors, such taxes may be paid immediately, or the payment of taxes on future or remainder interest8 may be postponed until the time possession thereof accrues to the beneficiaries. I hereby grant unro my Executors al) right, power and authority without court approval to compromise all issues in any and all death tax proceedings whether before or after action brought. I'T'EM VII: I direct that alt Legacies and all shares and interests in my estate whether principal or income, while in the hands of my fiduciaries shall not be subject to attachment, execution or sequestration, for any debt, contract, obligation or liability of any legatee or beneftciary, and shalt not be subject to pledge, assignment, conveyance or anticipation; and the personal receipt by such legatee or beneficiary shall be the sufficient and only discharge of my fiduciaries. ITEM VIII: I appoint, JOSEPH J. SPERA and CECELIA R. SPERA, or the survivor thereof, Executors of this, my Last Witt and Testament. In the event of their (or the survivor's) inability or unwillingness to actor continue to act as Executors, I appoint DAIVIEi, LEIGH, III and KA,T~Y BEIGH BOCK or the survivor thereof. In the event of their (or the survivor's} inability or unwillingness to act or to continue to act as my Executors, 1 appoint DAUPHIN bEPOSIT BANK Ate TRUST COMPAPIY, Executor in their stead. IN 'WiTIVESS WHERFAF, I hereunto set my hand and seat this ~_ day of l `~ -- `t ;~ , 1991. ~ `'~+ r Katheryne T. Spar X6/20/1996 11:35 71723?x',22 SPERA GRASS A`~- ~C PAGE ~a _ i~ 'HAY/March 29, 1991/SOSI ~ Signed, sealed, published and declared by the above-named Testatrix, K~-T~-IERYr1E T. SPERA, as and foc her Last Will and Testament in the presence of us, who, nt her request, in her presence and in the presence of each ocher have hereunto subscribed oui ' a6/ 2~i 19°6 1 ~ : 35 71723?" ?2 HAJ/March 29, 1941/5051 SPERA GRASS L ~ ~C ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ss. COUNTY OF ~(.,~~Q-~t,Ct~`1~'~ P~~~ e5 W e, Katheryne T, Spera, ~~ rr(~~.t1 ~ ~Qb.~"S(N1 and ~~(X ~'1, Y~ the Testatrix and the witnesses. respectively, whose names are signed to the attached or foregoing i instrument, being fiat duly sworn, do hereby declard to the undersigned authority that the Testatrix Qigned and executed the instrument as her Last Wilt and that she had signed wiItingty and that she executed it as her free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testatrix, signed the Wilt as witness and that to the best of hislher knowledge the Testatrix was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. _ ~ Katheryne T. Spei ~ 5ubsc:rihed, sworn to and acknnwledaed before me by KATHERYNE T. SPERA, 7"estatrix, and subscribed and sworn to before me by UvYG~C:~ A ,1Cnn.~nd rdntu-~tt~,~k(KyS witnesses, this ~~'~`-- day of ~ 1..1-.t~ 1991. ~U Notary Public «er~~~~-t s£~~ SNI~ROM (., PRfRtE. Ig1ARr NdIIC lEMOYME QditO. tlyttEat~ COIMTY MT GphMtsSfOM Ex?1RE5 KAR. t/. tD9~ CODICIL TO LAST WILL KATHERyNE T. SPERA I, Katheryne T. Spera, of the borough of camp Hill, Cumberland County, Pennsylvania, being of sound mind, do hereby make and declare this to be a codicil to my Last ~ti{ill dated June 18, 1991, and to hereby republish said Last WiII subject to the fallowing changes. I hereby delete Item III. In all other respects I confirm and republish my said Will dated June 18, 1991. iN WITNESS WHEREOF, I have hereunto set m.y hand and seal this ~L `"~' day of ~~~c~. 1992 Kat eryne Spera SIGNED, SEALED, PUBLISHED AND DECLARED by KATHERYNE T. SPERA, as and for the First Codicil to her Last Will dated June 18, 1991, which is hereby republished, in the presence of we who have hereunto set our respective hand as witnesses. ~- ~ ~ / Date Witness ' Date ~ Witness Date No ary Notanal Sna~ Betcy Y w~~a~. N~ ~~~r~ H3TISbUfg, D3L'?+`ltrl ~Ufiry My Commission ~re~ Nrn• t P , oo~, i `~ ~~~~gb~ ~' ~II4T®N .P cam, - ATTORNEY-~+ A„~,~AW • ~~. CODICIL TO THE LAST WILL AND TESTAMENT OF KATHERYNE T. SPERA I, KATHEP~YNE T. SPERA, of the Borough of Camp Hill, • Cumberland County, Pennsylvania, being cf sound and disposing mind and memory, do make, publish and declare this to be a Codicil to my Last will and Testament dated June 18, 1991. i 1. I hereby delete ITEM IV of my i - said Last Will and Testament. IN WITNESS WHEREOF, I have hereunto set my hand and seal 1 to this Codicil to my Last Will and Testament, consisting of this one page, this ~ o day of S~--Y~.~- 1996. ~u~.-• '`t~S.. ~, ~ A~l~ SEAL ) ' Katheryne T.~ era We, the undersigned, hereby certify that the foregoing Codicil was signed, sealed, published and declared by the above- . named Testatrix as and for a Codicil to her Last Will and Testament, in the presence of us, who at her request and in her presence and in the presence of each other, have hereunto set our hands and seals the day and year above written, and we certify that at the time of the execution thereof, the said Testai~rix was of sound and disposing mind and memory. (SEAL) Residing at : 0 (~)~nd~~ ~, l t-. (SEAL) Residing a t . - ~,<~=~- ~`~~G~~ s (SEAL} Residing at: ~~ . ST'A.I~D.A.~ AU'fRE~'~+'~'~' ~+()~. `~I37E ~~ ~~+ REAL ~S'~`A'TE Aslt 'T'his form ~commeuded uadappravai far, but norresttidest In usnhy, the memf~s afUrcPamsyivonia AsrocietinaalIt~AL7UR9S- (PA3t~. ri RT BUYER(S): b'ELLER{S}. PRQPLRZ"S~ PRQPERTY AD©1tE55 3 s-s w { er-t-caw ,c~v~n,ry ~' ~p l "'~ ~ t t in tha attutictpality of - ~-~' r"t p N' { L-`-• _ , County of _ _ c'-' r~tx ~.~~~ y'r~ -- _ , an tttc Sc~wo! Dtstrlct of L;-- , itttht: Commanwcalth afF'cnn9ylvanitt. Identification (e.g., TaxID #>~; Patvel ~; Eat, B1oeIty Deed Boatt, Page, Recording Date): BUYEB'S ItLLATIiIIVSHLP WITA PA LICI;i~tSED ~3ROIt~It ^ NoBnslneea Iteln#Ionsltl er is oat rc resetttnti b a tiraloer Bmlter(Company) ---d~ -~.'`z ~-e.~ c..~~1, r..c..t Licensee(s) {Nnmc) G r9-n-+=-L'~•••~' ~ I'?3r~->!~'~t-y- Company Aridness ~~•"'~° `Lr~ p ~ v''~ • Direct 1?It4nc(s) ? ~ 3 -1 z t ~- ° 4 rv~ ~A ~,.--r'O `~ 3. Cat i Photta(s} 3 ``t; 3 - k'~ ~ ° ~' Ct3mpany Plttute - ~ to ~ -1 '~ t Z Fox `•2 1r 3 - ! ~ ~ Catupany Fnx - - - ~ b ? ~ ( ~ ~ `ta IImaiI ~ r~.ol~sr~.•s.-~ ~ ~ sa rr.~ ~,.,~°•.• s ~ ~,•-~ Broiler is; Licensee(s) i8: HuyrxAgcnt (Hiotrer rcltrc5ents Btryeranty) ~ BtryarAgent withDt:si~lalcd Ageney U Daat Agent (See Dual uttdlnt•Dcslgnut~gent bcxcbataw} ^ BtsyerAgent witizoutDesipmtedAgauoy ^ Dua1 Agent(SccDtutl aid/arD'csig~tatcdAg:~tboxbclov~} . Transaatian Llcnnses (Bmtaer>1ndLicensac(s) provide real estate sertttcc8 but do not represent H uyer) 1 1. By tl>!ls Agreermemt, dated f j j ! ~ l ~ ,~` ~ y.-- .~ ~5~ 2 5ellt:r liercby agrees f4 soil anti convoy toBuycr, wlta agrees to purcbnas, fire idanfifretl Pr4porly. ' - ~ ~ ~ 3 ~ •~ 3 ~. PURCHASE PRICE AND DRPOSYTB -Ill) ~ O-ti-~C-~•~-~ ~ .S I.~ :,~ '~!~ 4 (A) Purchase Price $ S ( ~• r~ !t•-~.ui~c.~ ~---•-~.ca~w~r~'{~•~a U.S. Dollars), to iae patd b~3'Buycr~rs ii~liuws; 6 I. Dept}sit ut aigningat rids Agr~amettt:~^'~;~- ; j ¢- ~' t ,~v' j "t:-"• ~w ~r/ $ /~ ~ ~'. •b fl PRF.FrAREt3 6Y: Gprrtlt 37othmnn, Agent _ A8R . P~y[vanta Aeaoolstlott a1 RFAL7flR5B! t: 7 ~..5 ~ ~ `~ ~~~ ""' ~ ~ Reviser! fl10 COPYRIGFtt' P~NNBYLVANIA ASSt3G1A~tON Ofi RJrAr.7UR5~SDt4 Reali=A6TEID 8atrwsr+~~74, Versipq 6.1R 3atlvram Rcgtstcred [rz O~eg RaUmen„ R&R Rc~itars eyretat INtisais: ~, ~ pogo ~ of ye sort~{s) )rntiels: ~G?S SL~LL><&,lt'SRET,AT><ONS®.' WLTIiPALICL~N3L~DBROKER ^ 1~Io )3rtsltsess.Rclaiianshlp {Setter js notropresaated Ly s;Lrolrer) Brvtccr(Campagy) P~a~- ~g~~ny~a~ a.~ <vQOa Lict;nsce(s) (Name) .1'~~'•r`3' e ~lr-+-+~,~oc~ - l=n:a 1q.c~r-o Company Address - ~ ~, t 5 t•~t ~•~-tu"`r- S t ~ Dirsat Phone(s) , '7 `e ~ -'~ 3 S 3 ~'t-~'" f' ~l 3 ~ ~ ~,A t "i ° ~ f Cell Phone(s) ~' 1 ~-- jf'Q `~.~ . Ctmtpany Pharte ~ Tax CampanyTax Bmttil Tee r ~-wa-~a~; G P•w~~~~-~r~P-~•a•~ woaA..c~ Brakt:r is: Ltccrigct:(s) is: SellerAgent(BrakerrepresctrtsSelIeroniy) ^ 9ctlcrAgerttwltltDesignatetiAgency Dual Agent (See Duet and/or Desigtmtad.4~cnt lx~x below} ~7 SallcrAgrnt withoatDr.~igiwtctiAgs:acy Q Dtutl Agent (Sao DrmJ andlarDestgttatcdAgent box bcivty} TrtrnsnctianLiccnst:t: (Brotan• and Ltcausee(s}provide real estate services but da not represcEtt Buyer) DUAL AIVD/UR DIt9IGNATL~ D AGLI+tCY A I3rolccr is n I7tra1 Agent wItan rtHraker regresertts fait Btrycrand SeI1er in lira same trrttnsactlan. A Licattsea is a Dun! Agent wltBn n Licansae roprgsents t3tryor and Seller ttt the stone tmasnction. All oI'Brntaet's Ilcmuscrs are also DrraI Agents UNLSSS theca me aeptunte T]tsignated Agents for8n3+crandSeller, IftlttA same tit:er~t:c is dtalgnatad frtrBuyer andScllor, the Licestsee Is a ©trnt Agent. Hy slgtting ails Agrt:cment, B~uycr and Seller eucit uclntatvledge bmdng been provinuslylnlbrmcti aF, nod t:nngattfcd fa, dual ngettcy, if ~nppiicable. <<' ,~ -,G -I "' 1 n s a s .' ±c~ 3~ ~a ~.~ ,; :f ,~ {~ ~a _~ 7;~ ?.~ :~ ~~o as •,i •~~ r d; ~s :,s ~; as an nn a~ .~~ ,;;~ ~.; d5 r at ~, ~a ~~ ;: ;- sr fJ :~ SELLEgt'S ES'ICINJ[ATE3~ aCQS7CS SLC 'T'1si3 Corns tceommended and upprove[} for, but nos restric[cil ro use by, the sn:mbcss oFiksc Pcsss~syh'anin Assncialios~ of };.EALTdRti~ (Pr1R). PRC3PERTY .~ sr ~ ~f ' L ~ - ;,.~ ,!~ i ~ C~ ~~- - ~ '-- ~r~ SELLER ~ -/L : ~- ~ ~"' ,,-~ ~`~ BUYER c'=r~'.~Ly ~ SETTLEMEI~IT DA:I'E I'URCPlASE PRICE ~ ~'~I '7 --' c~ ~~': 1. Bralcer s F L~ _ Z. Freparati017 - - _ ~ ~ ~ '" ~, ~~ 3 ~ ' '~~ ~ 3. Transfer Ts~~ ~ - -- --- - - - ~#. Seller's AssistlCredit to Buyer 5. )Ficsme'~~'arranty ~ ~ fi. lE'Iunicipr~l Certification{s) Certifcate of Resale (r'anduminium/Ha:x}t~o~~'ner's Associ€3tiun) 7 . 5. Settlement tee ~ :n7 ~ `' " ~ ~ '~ ~ ~~ ~. taotary Fees ~ ~ ' . 10. Survey ~ ~ I1. Qn~lot SewAge S]Tsrem Pumping 1?_ Properly Rep:zirs ~ I3, Ta.: Certifications l~c. Oteruight/E~press Mail Charges ~ 15. Domestic Lien Search ~ 16. "Patriot Act" Search ~ I.7. Other ~ 1S. Other ~ ESTIMATED Ct7STS {subtotal) ~ f ~_ ~~~ ~• ~ ~ tiliti i f ~ ~~~_U~ ~ ~ ~ es) ees, u an Adjustments {+/~) (e.g., real estate taxes, 33ssQCiat _ , TOTAL ESTII~TATED CaS'TSIADJUS'I'MENTS._ ..~ ~ ~ ~ ~ y S `J 1 i Purchase Price Tatal Estimated CastslAdjustments (fram above) ~ ESTIMATED PROCEEDS (bale}re la>ln pziyaffs) ~ and Other Lean Balances trit f Ivfort a es te E ti E ' S ll K~ ~ C~ y, ~; g , g ma o s er s e ~ ` 3V ` ~' (including prepayment penalties), liens, assessments, eic. ~ ESTIMATED IrtE'r PR4CE3EDS TO SELLER $ .;.;~. ~ C~ ~--~ ' `~.' ,~ The estimated praceeds do nat take iata ttccal~nt at~y other undiscl€~sed mortgage abligatiacts, Liens, assessments, ,judgments ar other abligutions levied against the Propert}~ ar Seller. Seller~understands that the estimated costs stated above are based an the lfest infarznatian availal~ic zt signing and may be higher or Io•~ver at settlement. Seller understands anc3 #icis received a copy of these estimated closing casts before 5igni~lg the Agreement of Sale. ~~~~ ~~~~ ~~ ~ J SELLER t_t~..~..: ' r` ( .lI ~ ~~~~ DATE /~ ~` ~ ~ % ~~ SELLER DATE SELLER _-- DATE BROKER (Company Iuarne) ~v ~% - '.- i / ~ m ~a~' d :-+~ r v ,~ n ~ aria ~- --_s°.h7 i ~=~ PROVIDED BY {g.,icensee~ .%..~„ri.~"- DATE < < .~'`~~ ~~ j Pennsylvania Assacia~ian of REaLTOE'~Sx COP1'ItICHT i'1;NPl51*L1'AiNI,1AS50CI.~TId[Y 4r'Ct>~.~I.TORSQ 21345 1?J(la CJ 7 ~. Dapasit witiria days ofthc E.~cution Dates of this Agreement: $ 8 3. .ate oa tr u~a,-~ ~h.a-v~t-t- cam s~~.. + Srl`t~~..~t~''~- ca~.t?~~•• ~±; aa. Q o 9 4. Rcmnining balance will ba paid nt settlcxreeat. • ; ID (I3} Ait fltuds paid 6y ]3tryer, including dap4eits, tivill bo pnftl by ciscek, anslticr'a checlt or wfred i'untis. Atl ttsnsls pnld by Auyes~ lI wltIslre 34DAY8 oi'settlement; inclusiingfernde paid ntsotttemettt, iviYl rte by cas[sipr's eiseelt 4r~+ircd foods, but xlot by 1~ passanal checl~ 13 {C) Depasita, zcgflcdlces afibc Entire ofpflymt:nt nod the persfla designated as pnyce, will bo paid in U.S, Dallas to Broker tier Seller 14 (unless othcrwisa stated hare: }, 15 who will retain deposits in anescrow account iA coni'urmiiy with tt1l appliaable laws andregulatlons ttrttii cansurrunatloa ar terrnination 16 of this Agreement, Only rent estate brokers arc required to bald deposits in accartinnca with the rules and regutatlnnx of ihs State Real lq Estate Catntnissltm. Cheaklcs tatuieted as de may ba haldvnaashed ~d~r~~ihhe exeatrt'son of tItIs Agrr:etnerrt. l8 3. SELZERASSIST (If'Applicabin} (I 1 7j~i ° ~ ~ rj W'4}~~f-~ ~ r ~ 5 1 1- ~ - I ~ i9 Se:llcrwitl pay $ % afI'wnhase Price (0 ifnot speaefied} townedBeryar~s casts, as panel fled by 2U ittc mortg4gt: lender, ifany. 5eileris only obligated in prey up to the a~ t~or~Crce~ntn~,crwhlch Is approved #ry mortgage tender. 21 4. SLTTLEI4~ILIWT AI+iI? PUSSION {i IOS .r+r L ~ ssF / 0 7 o cn vwTr~.,~ a,~ v,a .~ ~ ,~~ ,, 22 (A) Scttlcrnetrt Date Is - a ~"' ~ !+'°'~~ Q'~ , or befi>m i (Buyer and Seiler agtrc. ?3 (B} Set#lemetri will oe:aerr in the caun#y wharf the Property is loaatcdar lean fldjaaent county, during ttomyal iwsiness hours, esnlrss Buyer 24 and Sallerngroe otherwise. 2S (C) At timo aFaettlcmeat, the followln$ tvltl be pre-mferlan n daily basis betwaca Dtryernnd Seiler, r~imbursingwhcte appllcuble: 26 csurcnt tstxs:s (eeslYotlce3 Regarding Rea! Estate Taxes}; retrts; interest on mortgage assumptions; condarninissm fees and Iromcawncr 27 assoclationfees; wnternrrdlarsewerfses, togatfmrwithanyother Iietrnbie municlpsti service fce;s, Ali altaargea will ~ pm tutedfbr the 28 period{sj anverad. SsllarwlIl pay up to nrrd irccitrding fhe tlnrte of acitiement swdBuyer will piny i'Dr a1I days failrnving settlement, ~9 unless athcrwlse statedhere: 30 3i (D} Convaynnae from Seller will be by fees simpta deed of special warrnnty uniass athctwIsa stated here: 3Z 33 (S) Payment of trut~fcr texas will bts divided cqunlly betweenBuyer and Seltsr unless ntharwlse stated Bare: 34 35 (F} Possession is tcs bo delivoeEd by decd, cudsting keys and physical possessign fa a vacant Property free of dabrls, with all stns#tues i 36 btaaarclean, at day and tlmB afsettlemoat, unless SCiicr, before sigtrtrtg thisAgmatnant,has identified invyrlting that tI~ Property is 37 mrbjcatto a loess. 38 (G} IfSellsr has identified in writirtgthat the P.rtrpcrty is Subject to a Icase~ possessiaa is to be delivered by deed, existing keys and 39 asslgtttttettt of extstiag leases ~vr the Property, togethQrwlth sectuity deposits and interest, if any, nt defy and time of settternent. AO Seller will eat enfer lain wryuativ leases, rear extend tsxlsting leases, far tlto Pmparty wItlmrrt lire written consent ofBesyer. Buyer 41 wi ii aolornwledge a~dsting lease(s) by inItiaiir~ the Iease(s} at the c:cecutlortofthis Agrcemsxrt, urstcss otherwise stated in. flue 42 Agreement. 43 S. DATLrS!'I"IlifIC IS dI~ T3~ IF~BIKCE (11a} rO ~ `~ 44 {tl) Writtcu accsptancc~o€aliparticswlit~ bee on at•befbra: ~ ~ 45 ($] The Seftlentaat Date and al! other dates and times idctrtificd for ttr pcrfasznanae ofarry ai'ths: abll$ptiaas aFthis Agrccmcstt arc of 46 the essence anti ate binding: R7 (C) The 13xecutIoa Date of this Agreement is the datawhett Buyer sari Salierlrnve indicated ftr[1 nflcep[anca oftbisAgraemoat: by signing ~8 and/or initiotittg it. Por purposes oP tills Agreement, the number ofdays will bs counted Pram the Execution Dat@, excitedlug iho day 49 this Agrccrtrent was exaouted andiaaluding the Iasi day nfthe time period All changes 4a this Agt•etmr0at slrauid La irtlfiaiad and 5D siatsrd. SI {D} Tito Settlement Date is oat irxtcaded by ratty other gravision of this Ag~esment and mfly Daly be extended by rnntuat written ngeemt:nt 52 afthepartles. S3 (E) Certain terms nrtd Limo periods asp pre-printed in dais Agreement as a canvcniettaa to the Buyetsnd Seller. Ali pt~-prlrttcds:arms and 5~ time p0dads sire aegotinbic andmaybe changed by striiuttg Out the p[e-priAtCd text sad ins~ort'tngfl difi'erclit farina aacepta6iC fo nit $] parties. s~ ~ z©mrrlG~ Yo] 3? Fnitetna al=ibis Ag~emcnt to contain tbt: zoning ciassi~cet4nu (oxocpt in cases w#tere: flee pmparty {arrd each pnrczs! thereof, if suhdl- 5B vldabie) is zoned solelyorprimadty tcs petmit aingla-family dsraif ink) roll! rondar flue Agitsamont voidable at Buytr~s option, attd if 54 voided, say deposits icndcred hY the Buyerwlll be returned to the Huyarwitiwat any requirement far court aatian. bU 7nningClassiflcalon: - -~~ t D cr~t7 ft`+- 5f `I. FIXTURES 8c PIl',IL90NdI, Pltt?PERTY (1-10) ~ (A} INCLUDED in this solo aro all existing itt+crts pernaatrently installed !n the Fraporiy, freo of i inns, including plumhtng; hoati~ng; &~ rsrdIatgraovtrrs; IigtdingfixturES titraludingahandeiicrs read ccllingfans}; pool andspflequtpmeat {inatodirrg oavera rend oIearting 64 equipment}; rsteatr3a animal fcaoingsystam9 (cxaludittg eallatn); gtuage doorapt:aers and transmitters; televlaion azltenans; unpottcd 65 ahrubbary, plantings and tiles; any retnait-tng tteatlttg sari naokltrg fiJBis stared qa the Property at Cite time of settlement; smoke Y ,ty~- ti6 dctcetgts turd carbon mannxida detertors; sunup pumps; storage shads; fe3naas; mailisaxcs; wall to wall carpeting; existing window y+c~l Y +~ 6'7 screens, storm windows artdscresrrlstorrn doors; window caveriughn~ware, ahadgs and blinds; nwniags; built-inssIr eonditiancrs; 68 6uitt-in appliances; the rangcloven, unless otherwise slated; and ii`owned, water treatment aye#ems, propane tarilcs, satellite siishea . ,~ ~ b9 and ~ ~iy~ fetes. so i ~ludcr~~4~- fr•r .+rr~ t ~ ~ d ~- ~ ,.~t--.._._._ f ~ "~ "~C 70 PREPARED BY. Qarr6tt Rathmen, Agent ASR . Pennaytvanla Assadetlon of RF~U.TORB® Reulsed 'R11q Ct3PYRi{3}i1' PE131a5YLVRNIA ABBOCIA'ttOA- QF REAt.TOR84D 7414 I~FASTnp Sonurs~ q, Vera{on 8.t& 8oftwsr~a Rap<ate~i ioc G~ FlottunaR, RSR Realtors Pape 2 of dH Btyer(aj lnit ~ Setlen{sI Irsiiifais: C~i~S Q 71 {B} The following items are LEASED (not owned by 5elier}. Contact the pivvider/vendor for more inI'om~ation (e.g., wntcr treatment 72 systems, propane tanks, satellite dishes and security systems): 73 74 {C) EXCLUDED fixtures and items: 75 76 8. MORTGAGC COTI'I`II~IGENCY (1-10) 77 ^ WAIV>1D. This sale isNOT contingent an mortgage financing, although Buyermay stil l obtain mortgage financing and/or the patties 78 may include an appraisal contingency. 79 (~ CLEC'1'E1:1. 80 (A} This sale is contingent upon Buyer obtaining mortgage financing according to the following terms: 8I 82 83 84 85 86 87 88 89 90 91 92 93 94 95 9G 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 I14 115 lib lI7 11$ 119 120 121 122 123 124 12S I25 127 128 129 130 131 132 133 First Mortgage an the Pro errs Second Martgrtge on #hc Property Loan Amor.trrt $ -- ~ D ~° ~r ~ ~ Loan A~rtaunt $ 1Vfinimum Tcrm ~-° years Minimum Term years Type of mortgage --- ~-° ~ y ~7"~'° ^~ ~" ~-- Type of mortgage Loan To-Vpluc (L'£V) ratio: Loan-To-Value (L'I"V) ratio: For noirl~l IAiVA Loans LTV ratio not to eYCeed % For non-FHAIVA loans LTV ratio not to exceed % Mortgage Lender ~~'"~ o F $~ ~~~ ~ Mortgage Lender ~ Interest rate ~' ~,.'''1!S%; however, Buyer agrees #a accept the the interest rate us mray be committed by the mortgage lender, not to exceed u maximum interest mte aP ~• h~`? %. Discount points, loan origination, loan placement and other fees charged by the lender as a percentage of the mortgage Iaan (excluding any mortgage insurance premiums or VA funding fee} not to exceed % (~% if oat specified} of the mortgage loan. interest rate °lo; however, Brayer agrees t4 riceept the the interest ruts as may be committed by the mortgage lender, not to exceed a maximum interest rate of %. Discount paints, loan origination, loan placement and other fees charged by the tender as a percentage of the mortgage loan (excluding arty mortgage insurance premiums oir VA funding fee) not to exceed % {0% if not specified) of the mortgage (B} The interest rate(s) and fee(s) provisions in paragraph 8{A) are satisfied if the mortgage lender(s) gives Buyer the right to guarantee the interest rate(s) and fee(s) of or below the ma:rimum levels stated. If lenders}gives Buyer the right to Lock in the interestc rate(s), I3uyerwilt do so at Icast IS days before Settlement Date. Buyer gives Seller the right, at Seller's sole option and as permitted by law and the mortgage lender(s), to cantrlbute financially, without promise ofreimbrusement, to the Buyer ar>tl/ar the mortgage lender(s) to make the above mortgage term(s) available to Buyer. (C} 'Within days (7 ifnot specified} iivm the Execution Date of ibis Agreement, Buyerwill make a c+3mpleted, written mortgage applieatian (including payment for and ordering of appraisal and credit reports without delay, at the time rr:quiret3 by icnder{s)) for the mortgage tsnns and to the mortgage lender(s) identified inParagraph 8(A}, ifany, otherwise is a responsible mortgage lenders} of l3uyer's choice. Broker for Buyer, ifarry, otherwise Broker far Seller, is authorized to communicate with the mortgage lender(s) to assist in the mortgage loan process. (D) Buyer will be in default of this Agreement if Buyer furnishes false information to anyone concerning Buyer's financial and/or omployment stratus, fails ta~caoperate in good-faith with processing-the mortgage Iona appllcatian (ineIuding delay of rile zappraisul}, Mils to lock in interest rates} srs stater] lrt Paragraph 8{$), or otherwise estuses the lender to reject, ~rcfuse to approve or issue a mortgage loran commitment: ra ~~ r ~ s a r- ~• ~ ~"-r-t-'~Jc rr1. c.~ '1•' {I/} t. Mortgage Commitment DAte: ~ F ~ . Upon receiving a mortgage commitment, Buyer wi Il promptly deriver a copy of the commitment to Seller. 2. If Scllcr does oat receive a cagy ofthe mortgage commitment{s} by the Mortgage Commitment Date, Seiler may terminate this Agreement Iry written notice to Buyer. Seller's right #o termi.nute continues until Buyer delivers a mortgage commitment to Seller. Until Seller terminates this Agreement, Buyer isobligated tomake agoad-faith c~ffart to obtain mortgzige financing. 3. Seller may terminate this Agreement by written notice to Buyer a#ter the Mortgage Commitment Date if the mortgage commitment: a. Doss not satisfy the terms of Paragraph $(A), OR b. Contains any condition not specified in this Agreement (e.g., the Buyer must settle on another property, an appraisal must he received by the lender, ar the mortgage commitment is oat valid through the Settlement Date) that is not satisfied and/or removed in writing by the mortgage lc;ndcr(s) within 7 DAYS aI}er the Mortgage Commitment 17ate in Paragraph 8(E)(1), ar any extension thereof, other than those conditions that are custamari Sy satisfied at or near settlement (e.g., obtaining insurance, confirming employment). 4. If this Agreement is terminated pursuant to Paragraphs 8(E)(2) or (3), or the mortgage loan{s} is not obtained for settlement, all deposit monies will be returned to Buyer according to the #erms ofParagraph 22 and this Agreement will be VOII~• Buyer will be responsible for arty costs incurred by Buyer for any inspections ar certifications obtained according to the terms afthis Agreement, and any costs incurred by Buyer for: (1) Title search, title insurance and/or mechanics' Lien insurancr:, ar any fee far cancellation; {2}Flood insurance, Eyre insurance, hazard insurance, mine subsidence insurnnce, or any fee for cancellation; {3) Appraisal fees and charges paid in advance to mortgage tender(s). (F) Ifthe mortgage lender(s), or a property and casualty insurer providing property insurance requiredby the mortgage lender(s), requires repairs to the Property, Buyer wilt, upon receiving the requirements, deliver a copy oi'the requirements to Seiler. Within ~ DAYS of receiving the copy of the requirements, Sellerwitl notify Buyerwhether Sellsrwitl make the required repairs at Seller's expense. 1. If Seiler makBS the required repairs to the satisfaction al'the mortgage lender and/or insurer, Buyer accepts the Property and agrees to the ttELEASE in paragraph 24 afthis Agreement. PREPARED t3Y; Garrott Rnrhman, Agont ASR . Pennsyivarrte AssoclaUan of REALTORS® Revised il10 GQPYRlGHT PI=NNSYE.VAt~ftA ASSQCIATtON OF Rt?At_7~ORS®2Dt0 Rea3FA$T®3oftw8re, 10, Version 6.16. Software Reg(stered to Greg Rothman, RSR Realtors 9tryer{s) Itrii Pogo 3 at't9 ~3etiar(s) Iniitels: <~ ~ i~~ S' ~ 1.34 2 If Seller wlfI riot make the requlsEd repairs, or lfSellar 1hils to respond 4vltlrln the stated time, Bnyerwill, wlihItt 5 13S DAYS, notify SellcrofEuys+c's chcice to: ' 136 n. Mrila3 the repaIrs/imprawmeats atBuycr's expense, witl~pcrmission and access to the Property given iry Selicr, wliioh tint]] 137 trot be tuuasrsonablywlthltetd, t)It t 13g b. Tarrnlrmtn #his Agri:rmoat by vrrltten nfltica to 9r.Iicr, tivItle all deposit manias retwned fnBtryer acnarding to the terzrts a£ I39 Paragraph 22 ofthis Ageament. IdQ IfBuyer fails b respond tvltLln fLe time stnteti fnPnrngrupit 8(1+')(~ ar Snlls to tarminate tltfs Agreoruent by lvrittea uaticc I4I to Seller withha that time,l~3uyer ~vi11 accept the PrapcrLj+ and agree to the It1aLl3AS~ i a Parngrap3:2d Qf this Agrtcment. z.¢2 I~BAIt~A, II; AIPI'LICAHLL~ 143 {G7 Tt is expressly agrsiadtliat notwfthstarrdfiig airy ntbr:rpiavIsieris ofthis cantrlrct, I3uyertivIll not be obligated to enmpictc We 144 pcirchiisa of the Property dt;scrii~d hi~mlit or to incur any penalty by forfeitiir~ of'eamcst raaney depcsits nr atherwtse unless B uyer 14S has beer! given, irr accardanos with Fi[7DlFI3Aar VAraquirctne»ts, a writirn atatcmcu! bythc Federal Horising Camrr:issianer, 145 Veterans Adrninlstratioti, are Direct Frndorsemc;at Lender scttirrgfirrth tiro appraised vultrc of tiro 1'rapcrty afoot Isis ihlin 147 ~ jthe Parc3iase Price as stated in tlsis Agrecmcut,}. Buyer will have the privIiega and option at'pmcesdiiig 14$ vrithaonsiunmatiaa oI'the conttiiatwitiiaid rcgarrl to the umaant of'the ap~nlsedvalimtlan. The appraised valuatlan is grsived at to 149 determine the tnaxlmum mortgngtt tba 13epartmcnt aF$ausing nrrdUrlma I?cvelopmcnt vrzl! insiue.1:31:J1) does not wuruinfi the value 1511 narthscondiilciaoftliePmpcrty.ByyershauldagtisCyhlrnselfrharsetfihatthepdcesrndcondltlanofihePmpertytlrcarcelata6ia. I51 Warnia~ Seotlan I010 o£TftIe 18, U.S.C., D~rrtrneat nfHousing mul i.FrtxircDevclogmaat apdFcdcrai Hau~ingAdminlstratlan 152 Trnnsaatlons, provides, "VVhocvcrtar the paignsc a£... inf1u33nclr3g in any carry the action of suDh Dcpartmettt, makes, peseta, irt#cis I53 or publishes Amy stntemorit, kitiowing the saaia to be I'rilse shnil be fined under tfiia title ar impri6nncd nni more thou two pears, ar 154 bolt!." 1.35 (1-17 S. Departttizent nfHausiag nndllrban 1)uvclapweut(13tID) NOTIt..l1< TU PI7BCIiAS1aI{5; ]3ayer's Aclcnati~elr:d~nent 156 ~ Buycrhas received the I1YJi7 Naticss "rarY'ourProtectian: Cfet a Homo liispectiozi ° Buyer undei~tands the Importance of gatfiirrg 157 anindcpcndent hmrie inspection andflas thcrnght ahrrvt this bcfori+ signlrrg ibis Agreement: Buycrirriderstaudsthat F1TAevil] oat 158 patl'nan a home Inspection nor guamntec the price orcondifiau a£#he 1?mpcdy. 159 (1) ~Certl~catian We ilia uadersignecl,Sellerts)end$uyar(a) party to itus iransac#ion Bach certify tlmt the tcrriis afthls cautr,~ctfnr 1bt) purchase ate true to the bast ofrnrr [mrnvlcdgrY and belief; and that arty atlicr ngeament entered into by arty o£thcsc parties in 161 connection with this trunsnctlnnrs attached to this A went. IC~2 ~. s11LLElItI2IItiPRESEAIT~iTI:Dt~ ~ zo) 153 tA) 13rrdnnTestiugnndRcmedinfirsri jSaa~IotlaeRe~rdinglliidon) Ib4 Selzer l+~ae; ua lmativleilge about the pt~ese:tice ar absence of radfln rrriless aheclred below: 165 ^ 1. Seller has Imawicdgc tftat the Property was tested an the dates and hY the mathodz (c.g. cbarcoa! canister, alpha hrl:cl~ etc.), 166 ~vhioh prndtrood the results Indicated below: 1G7 Data Type nfTast RBSUIts (pieaCudeallitcrnr working levels) Name ofTcsting Service 16tt - 169 170 C.~2.5cUerlumlainwledgcthrrtthePropertyhgdcuciunYeinwalsystem(s)Instnlledn9lrrdlctrtedlselour_ 171. Date Installed Type of S`ystcm Provider 172 - - 173 - 174 (B) Status of Wn#ex 175 9elferrepresarrts thatthc Priaperty is servi'd t76 ~I'nhlsc WIItGr Q Community Water ~Oirsite Water ^Nane ~ 177 (C) 5tafits nfSctveic 178 Scllarzcpmsentstliatthc:Fmpcrtyisservedby: 17x3 I~ Pubiic Sewer ^ Commruilty Sctivagc Disposal System ©TerrA r~aPcinnlt Exemptluu jaee Sewago Notiaa 2) 1Ii0 ^ lrulividaal OaE-Iot Sewage Dtsposa! spstorn (sea Sewage ldotiae i} ~ Holdln~ Tank tree 8ewagc Notice 3) 18I ^ iad'ividunl Orr~ot Scwago Disposal System inPtaximity to WeII (see Sajtiwge Notice 1; see SawageNotlce 4, ifapplinablo) 182 0 I~Ione tees Sewage Notice 1) ^ None AvalluhlelPermit Llrriltntions in Bfi'cct (sco Sewage Notice S7 183 184 {D) 13istarlc Psesarvritfaa 18S 3aller is not aware aPhistodo pre~rvutlan restctotions regarding the Property unless otherwise stated h~ lss ' 187 (Li) ^ Property, or iZ portion of It, is pmfarcntially assessed for tax putpo.~es under the fallowing Act(s) (see t+totices Regarding I:~and Use 188 Restrictions) IB9 ^ Farmland undFarestLand Ass+~ment Act (CIean and Green ProgfiCtcn; Act319 of 197~f; 72P.S. § 5~9Q.1 et seq } 190 Ci Open SpaceArt (Act 4i2 aF 1967; P.S. § 5001 et seq.) 391 d Agricultural At~ea Security Latin tAu! ~#3 of 1981; 31'.S. §90I et sec} 132 ~ Other 193 {F7 Scitcrsvproscntsthat, as ofthe dote SeI[erslgiedthis Agrrcemeat, no public improvement, ceadtsminiam irhnutagwnnr assoaiatlon 194 assossmoats have been sntidc iigaiagt thn Property which remain uapaisl,and that nA notice by any government nr public authority has I9S been served upon Selteror arry-rma on Sallcr's baliulf; iueli;dIng nciices relating to vlulritlons afzanIng, housing; bnildln& safety or firo I96 or>~aanaes that remain tiriconacted, and that 5g11erknotiva afiio candltian that would aaristltate a vIalations of'arty such artllnauQes 197 tbnt remrtin anomrcctcd, unIass otherwise specified hare: PRBFAR~D E3Y: GarrattRoihmun, Agnes[ AsR . Pesvsay(vanha Aesocfei(m of RFA!_7gE{5® R+~sailHa CDPYRIGfir'R~NNSYI.VAN1AA85QCfAi'IONtOFRI:'AL7UR6s~2Uig RnatFAST~Boft 10, Vezsian H.iB. Saiiv+rare R.e~Eessst Ia qmg itotlsrnarx, RSR Realtata Buyer(sil tnAfaft Paget of `EB &eftac~(sl Issii{815: ~] X198 I99 (0) SeIlarlctows ofno otherpaterrtiai notices (;nelt~dingvialations} aadlorassassatants except as fuiIaws: 24t) 201 (fi} Access tfla public roadway require Issuance afa highway occupanaypermltfrcm theDepariment afTrattspartation. 242 10. WAIVLit OF CONTIlYGENCiES (9-45) ZD3 iffIzis Agreemattt Is coutingeak as Buyer's rIgLt tv Igsgcet antT/or repair the Praperfy, ar to verify Iusnrabllity, enviranmentnl 2Q4 canrlitlaas, bntmdaries, esrflfisatlaa~s, zauingnlassircatiaa ar use, ar say abler infnrrnation ~regt+rdiag life Property, Buyer's faliurc 205 to exercise any csi'Buyer's aptians witWn tLe times sattitrtlt in this Agreemcntis a WAIVER a#'thnt ccatlugency and Buyer acccpb 20ti fLn Property and agrees to thaltt~LLA,S>a s'rt;paragraph24 afttrisAgreement. 207 I7. IN9P~CTIONS(I1ft} (SanNoticesRcgnrdingPropetiyandEnvlronraentallaspectians) 249 (A) Itlgltis and Responsitrii[tias 203 L Sctkrwlli provide access to insru~ers'reptesentatives and, as may be requiredby this Agreement orbymartgage Ienderjs), to Z14 survcyarg, munlclipa! afficlals, appraisers and inspectors. All parties and tiroir real astato Ilccrisee{s) mny at#ead any i~paatlotts. 2t1 2. Buyer may make a pc~e-seuiement walk through Ir~pection oFthe Property. Buysfs right to tf~Is ingpsation is nai valved by any 212 other prrn-igIan of this Ageemeot. 2l3 3. Setter will brrve heeling and all utllttics (InclttdingBzal{s)) an far alt Inspectlonslapprnlsals. 2I4 4. All inspectors, i nciading hems inspectors, ere authatized hyBuyer to pravldc rt copy of nny Inspection Repeat to Broker for 215 Buyer. 215 5. 5etlerbas the right, upon request, to receive a free copy ofnny inspection Report from the party forwhazrt if tuns prepnrcd. 2I7 (B) Buyer waives trr elects at Buyer's expense to have the Ibltowitig inspections: oartif cations, and ittvestlgatians (referred to as 2I8 .:~pcctioa" ar "Inspections") pcrCatmed by pmfesslonal contnectgrs, lwme inspectors, engineers, architects and tiherpraperly Incensed 219 ar othcrwirie qunliGad pr~essiotrals. Ifthe same Inspector is inspecting more tlwn one systeaz,rho inspcetormust comply with the 220 Horne inspcctioaLaw: (3c~ ATatica Regarding thc.Home lrrspectionLaw} Z21 (C} For cleated Inspection(s), Htlysrwill, vrithln fba Ctmtingcacy Period(s) stated inParagaph 12(A}, complete Inspeatlans, obtain any 222 Tsispeciiaa Rspor#s ar results (rethrred to asReppoort" nr"Rcports"}, and aanept the Pmpcuty, tortr~inate this AgrsQmont, Qr snbmlt a 223 Wc~tten Can-ectivc Proposal{s) to Seiler, arxording to the terms nfPam~ph I2(B?. 724 $ainclPraparty Inspeai3ana and I~aviraamsntal Heizards (mold, etc.} 22S ~;In el Buyermr{yatmductunlnspectionofthePtt~pcrty'sstractw~alearnportents;nuaf;extsrinrwindatvsttrrtdaxteriar yVnlvatl 2.2G ! doors; oxteriarslding,TssteriorinsulationaudFinishSystoms,fascln,gutt$rsaadcbawnspauts;swinuningpoals,hot 1 227 ~` fiit~ sad spas; appliances; electrical systems; iatedor and ax#eriarplurabin~ public sewer systems; heating and 228 caollag systems; watcrpcnclrutian; electmmng~tie fields; wctlarxds acrd flood plnln dellnea8on; atructw~ aquae: 223 fanttig+c; meld and other cavinotuneatal hazards (e.g., i`ungi, Indoor air q[uility, asbestos, undarpaunci sfflrnge tuu}~, 234 etc.}; andnny otheritcros Buyermay select. IfBuyaraleots taltava a home inspcatian ofthe Property, as defined 23I inthn Home Itxpectlan Law, lire home inspcetloa most I~eperfurmedby a #u11 member in gaadetwrdiag afa ?3Z national hwite inspection nssnaiatian, era person supervIscd by a full member of aaoatioaBl homy inspection 233 assnointian, in accordntwo withtha cihlcal standards nrnl Dade a1: rxinduat arpmctica of that nsacaiatiap, ar by a 23d ptaperiy lican5ed ar registered engineer or architect. (SQe l`iatice Itesardingtha Home Ir~psetlonl.aw} 235 Woad Inti~sfntlan ?36 Et d Buyer may obtalu a wrltton"Wood-DegtroyJrrg Ittseet Infa~atlan lnspcctiart Report "&am att iuepectnr cerkified us Waived 237 ~l Waived-a woad-destrayingpasis pcstloidaappiicatorsnd~wlI1~ deliver it and aiI snppartiag documents ancldrawln~c 238 gruvlded by the irtspacior tit Seller. The Report i~ fu be muds satisinctary to and in campilarrcc wish applicable 239 Taws, mortgage Iendcrrcqutnrnaais, amltar Peden[ Izwuring arul (3uumnttreir~Agsacy requirements. The Inspection 210 is t+a be liiteited to all icadiIy-visihlo and nccrsslble arous of all atructures oaths Prnpacty, n~c~cept I'ennes. if the 241 7nspcctirni rtiweals activo infestattan(s},Buyor, atB sB 242 ~ xP~, may obtain a P,rnpctsal from n waocl-destroying pests pestIalde applicator to treat tho I'mpcrty. Ifthe inspection reveals dnmago from active orptnvinus 2h3 infestatian(s},Buyermay ablate awrittefl Rcportfrcm a professional aantrnctor, home inspectcrorsttucturnl 244 anglaeer that is limFted to alrucfural damage to t6a Proliarty caused by woad-destroying atgsalsma and a Pivpasa! Z4S to repnlr the Property, 2~G Radon 247 ~eEted Buyer may obtain a radon trst ofthe property from a certified inspector. The U.S. I3uvironmeatal Pmteation Waivcri 248 ,/~ AgeQCy (HPA} advises conuctlve ac[ian ICthc avasuge annum exposur+s to radon ie equal to or hlglier than Qt}2 / 249 worldng levels or 4 piooCurtes/litcr(gpCili.}. 254 Wafer Service 25I L~Icetrsl Bnyr~rmay cbtainanlnspcctlon aFtlra quaiiiyand quantity aftbe watersysiem fit7ra a pmperIy Iiaensed ar Walvc .. 752 1 utherwIsa qualified wnterlwall testing caaipaay: Il'and as required hY rho inspection c;arrrpaay, Seiler, at Seller's n~S~~"_~' -. 2S3 expense; will locate aadgmvlde access to tlfe an site (or individual) water system. Sellerwill restore the Property 2S4 to Its prtsvlws condition, at Seller's expcrisc, prior to settlement. 255 On-let Sowage (Il'Appllcu6le) 25fi Eicete@ Buyermny obtain as Inspection oftitc Irtdlvldual as-let sowago dlapasaI systom from n gtinli$ed, prnfessioaal 257 I inspector. If andas rcquirod by the inspection camparry, Seller, at Seller's expense, wilt Iaaatc, prvvido aocesa ta, 258 and empty th iadividuat anlot acwage diapasal system. Seiferwili restore the Pmparty to its ptovinus condition, ~ at Seller's exper>sc, prior to sottlaracnt. Sec pwagEuph 12(C) ibr mare Itifarnantion rogntdieg the Tndtvidual On^Iat 260 Sewage Ins~otion Caatingenay. 25I. Prop~crty Insurance 262 LrIeeted Buyer may detctmlcte the InauntbiIlty oTtlrePropcriy by makingnpplicatlrai forprr~rty and casualty Insurnnce v 263 / for too Fmpcrty to a r+ebpensibl$ insurer. Brolurr Cur Buyor, if arty, atherwian Broitcr far Seiler, may cnmmunlarta ~ PREPARED t3Yt Darr~rltRalhman, Ag~f A9R . Pertnsytvanie AusaEt~rtat REAl.TgRB® RevfsedlJ'f0 COPYRlGF#TPEtdN3YlVANiAABSDC?A~IQHOFREAt.7'ORS~1g810 RsalFAS'I~ SCitwera, ~bOfO, veestan 8.38 SeftWara t~agEeteard lac i3teg RnUstss», RSR Re~,Sicva BuYanis) ttts~a:~, +~. Page 5 cr 19 r ~ rJ Q 26~ 2G5 2b6 2G~ z5s 259 2711 271 272 273 274 275 276 277 278 z7~ 280 Z81 282 283 284 285 28G 287 269 Z90 291 292 ?93 244 295 296 Z97 298 299 30D 3I11 3[}Z 303 304 3U5 3QG 3fl7 308 309 Rio 31I 3I2 313 3I4 3I5 316 317 318 319 320 321 322 323 324 32S 326 327 32B cvlth the insures to assist lathe insurnnco pmccss. ifthe Pcr~pcrty is located In a floodplttin, Buyermtty be required to curry iland Insttraace ttt Buyer's expenBe, whichmsry need to be ordered 14 days arraare prior to Settiemment Data. Praperfy Bauudaries Elected Aaycr may ongags the serviocs aftt sarvayar, title ah9tmctar, or athtxrlaallfcd profrssiattal to assess the Ie~I Waived description, aestatintyand Ioantlan ofbaundnriesand/or gamtium of land Mast SelIcrs Nava not had thb Pmpcrfy ~~/~. sucvtyad as !t !s not a nquirsmeat afpmpatty traasferlnPannsylvania. Any funees hedges, wnIls and other ]pleated Eleefad netmtil ar carotnsetcd bnnicsn entry ar entry not rcpt~escnt the truo boundary Iittes of rite Property. Any numerical t~eptrsentatiaaa ofslze ofpmpcttg aro apptxucimatiaas only and may be innccutntc. I78cd3,1~C9trICtIOI}9 Arid Zdalag Buyerruay Investigate caseraeats, decd and oho restriatiaas ~ncludIttganyl+istorlc prascrvatlan restrintfans ar tmdlnences}that apply to rho Property ami revlaw Iacal caning arcilnnnces, Buyer may voril'y that the pmsent use ol'the Ptupt:rty {such as in-law quarters, apartments, Name alfiee, clay care:} !e panr+itied and may cleat to make the Agreement conkingent upon arLantlcEpated ass.Present use: Lead Bused PalntHnzards (I~ar Properties prior to 1978 Duly) Befnro Huyerie obligated to ptarabasa a residential dwaiiing built prior to I'978, Bgysrhas the option to Qanduct a riskassessme»i aadlorlnspeatian oftha Property far the ptssenae aflead basedpaint andlar lead based point ba2nrds unlcssBUyarwaivcs that right Itcgirdless oftvhethar tlcis Inspectlan Is elBnied ar waived, tba Rc+tidentlul Lead-Based 1'alntHaxard 8eduetiau Act requires R Boller a!`praperty bunt prlQr to I978 to provide fhe Buyer wltli nn TtiPA-appravad letcd ha=ttrds iiifartuettau pwnpU[st i[tiad Ps'atuct Yaw lt'umlly Fran Land Its Yaar Home, along wiW tt geparata ibrrn, attached to tfds Agreement, dlsclasingSaller's Imotialetlge: of Iead-based paint hazards and any ie:ad=bused palntrecarcls rcgardlpg t6a Property. {See Natives ltsgttrding}lcsidantiai Lead-BasedPalntHuzardlteductlanAe:~ Other Elected ~~v~ Tha tnspeatl ans elected nbava eio not apply to the fbI[awing oxlsting cottditlans and/or Items: 12. INSPTCTit"fl~i C©NTYNGLI~ICY {11p} {A} The: Contingency Period is ~ days {10 Ifnnt specified} from the Executtan Date of this Agreement fareacb Inspe.ctlan aIectcd InPuragragh I1{C}, except thn fatlaw'sng: Inspeattan{s) Coz<tiagenayFariod days days days days {9} Exaept tts stated fnParngreph 12{C}, !>'thc-insult ofnnyIisspcctlaa cleated in 1'aragrsph 11(C) Is tu>9atiafactory toBuyer= Buyer wi!! wltbiu~ rile Stated Caatiugency Prrlad; 1. Acaapt the Property withthe Infntaratian sfntacl iii tfic Repntt{s) and ngrco tathe RELEASE !az Parngraph 24of this A~cement, OTt 2Terurlnute tltls AgreemciiE by writtenncitlcs to Seller, with all deposit monies retamad to Huger ttcaarding to the tc~na:ts aF Parngrnpb 2Z of this Agrcernsnt; OR 3. Preseatthe I4epart{s) MSellar~vitlt a Written Corrective P~ropasal ('~'ropoasil"} llstiugcarrectia~ ttnd/ar credits desired !e1- 8gycr. Tht: Pmpnsa! nary, but is not required to, Include rho namc{s) afu properly licensed or gttaIil3ed prafnssional{s} to psrftxm the cattectlons requested !n the Proposal, pimrisions for payraont, iacluding retosts, and a projcctad date ibr campletia>~ of rile ccrrectians, Buyeara~acs that Scliarw!!1 not be held liable Tnraormctious that do oat comply with morgage lender or govcnamt;nta[zec}ciu~amcnts if perfaaned in a warlQasanEiloo manuarttouordlag to rile terr~ia ofBtp~ar's Proposal. a. Na tatsrthan days (S ifnot spaaified} fxam the end at'tlie Cantingcucy Perlnd{s), Sollerw"sIt imCorm Buyer inwdtiag tl~t Sailer w1I1: {1} Satisfy aI! the terms apBuye>'s Proposal, OR {2) Irlotsatfs{yait lhetetmsofB~$Pmposalta},OR {3) lsegodateamuttatltyacce;pGiblewrlttenagrsemantwlthBuyer,provldingfaranyrepairsarlmpmvemeritstotht; Pre}prrrty and/or nrry oicdlt to 8uyerat svtttpmeat, as aaceptabit: to the mortgage lender, ifairy. b. If`5atlar agrees to satit9{jr the tames of8tryar's Proposal or Buyerand Seller enter Into a mutually nccaptable wrlttc:n tsgeettieat,Bayeroccepts the Pmpt'tty and agrees to the RELEASE in Paragnph2+iuFthls Agreemt;rtt. c. IfSt:ller cbaoscs not #ey Satisfy all ilia roans of Buyer's Prvposat ttnd ifHuyer and Salter da not ettteir Into u mutually aaccptable writte:tt ttgcomcnt, ar if5ellcr lltlls to t:haase any aptlaa tvi#Iiln fbe Hine given, Buyer will, wltlair~ days {Z if not speal8~ed}: {1) Accept the 1?ropettywitlt the ltifaantntian statcdln the Report(s) and agrca to the RELEASE In Pttrngraph.24a~fthis Agreement, DIt {2) T'armir+ttte this Agrea+tieat try written naHcc in ScIlcr, tvfth all deposit mon!$s maimed tti Buyer ar+eordirtg #.a 1'.he tarciss of I'nrngraph 22 of this Agr~mcnt. li'Buyer ihll5 to raspanei ~viWlu I6e time atnfrd Tii Parttgrnpli IZ(B){3)(e} etir 3htls to fcrinlnata tlifs Agroemeut by tvrltie;a natlco to Sailor wltlilu tlisst fimc, Buyer ivfll accept the Property and agree to the RbL)L~ABI. in: Pnrol;rapb 7~ { Ft~AftEta BYs i~nrrottl3athntn+t, Agent ASR . Pt.rnsgtvcvia Assadattm of REALTOftt~ Ravlsei t/t0 CpPYRtGNT t'ENNSYLVAMA AS94GIAi'1DN QF AF.At.TO~ ~0 Rt~AtmD Soft Vers[an ale. 9aitwarg tieptstete+f [¢ t3aep Raltmaq R8R Reat[acs 6uYts{e) t++dlf&~ ~~ PaBo t3 of 18 &cllesle) Inittak~ ~, 395 {A) WithFr- 15 DAYS from the ExecntianDatc ofitds Agaement, Seller, at SalIcr's e'rpensa, will rctltrest from tho assaalnticn a 396 Cmit~aiita ofltcsale and arty other documents necessary to enableSclIerta comply with Wa miavant Act. The Act provides drat dw 397 rissociatian is rcc~tIrecito ptnvlda these doowncnts within lq days ofSellcr's request! 398 {I3) Sallcr will promptly deliver mBuyerall dacumcats rer~ived from We association. Urtddertha Aat, SeI[cr is not liaitte taBtryerfor the 399 failure ofthc aasncintinn fa provide the Cottifcnie in sti timely manner ori'orarry iocarrcct infriratrition provIdedby dte association in 4t)0 the Certaticnta. 401 {C) The Ant provides thprl3uycrauty declare this Agrecmairt VOID at aqy time bafnreBuyermcelves tte association daar:ments and far 4t32 S days a$cr receipt, t7lt until sctilcment, wbiciicvGr occurs fiat. Buyer's notice ba Seller must he In writing! upon H uyor declaring this 403 A~mant void, alI deposit monies wI II he r+etumed to Buyer according to the trams afFnmgmph 22 of this Agreement! 404 {0} if fife rtesaciatian has the right to bay the Pmpetty (right uffirrt ttcfusal~, and fire assaciaklan exorcises tixit right,Seiler will reimburse 405 Btiyerl'orauy casts Inaurredby Buyerfarnny i~rectians ar certiGarttlons abtairtcd accoyYling to the farms of the Agt~emcnt, and any 408 casts lncur:edbyBuycrfnr: (1} Title aeamh, title fagwnnae anrl/ar mectanics' lien insumncc, ar agyr fee fcr canecllatlan; (2) T'iaod 447 InSruance, flrc irtsutmrtaa, hnzarci insurance, urine subsidence insuranoa, or any fee Fiat cancellation; {3) Appraisal fees nod olinrgas 408 patdlrr advance to niartBaSelender. d09 15. TITLIg, SiJI~yIa3CS At~tfl C45T5 (2 2U) 410 (A} The Prcrparty will be comreyad wlkh goad and marketrible title that is Imtunble by a reputable title insurance company at the regular d11 rntss, free and cloer of a1! liens, cneumbrarices, sad easements, ozeeptleghowavcr the faIlnwing: oxlsting decd restrIctlans; historic 412 pr~setvaHanrestrictioas orardinanoes; buildingrestrictiarrsy ardinaaces; easements afroads; ea5ermcrt#a vfslblc upon thcgratrnd; 413 easements ofrecord; andprivilegcs or rights ofpubllc setvlae cnrupanies, if arty. 41fF (B} Buyer w1tl pt{y!'ar#bo fallowing: {I} Title aEaralr, kith insurance andlarracGiianlcs' lien insrrrtrrttce, ar aqy fee for canaclintinrt; 415 ii2) Flaad insrrrartce, fora lnsuranca, hazard itrsrrrencc, mina subsidence iastaruicc, ar any fcc for eancellntiarr (3) Appraisal Pecs and 4IG charges prild (n advanca to mar#gpge lcador; (4}Boyar's custaarary sattlcmont casts and accruals. 4I7 (C) Anysurveyar requireclbytltatitialrssut~ooarnpanyortheabs#ractiagaampartyfnrprepndrtganarlequnteiegai desoription 4I8 of the Property {or t e eanecitoretherao#} watt ha ntrtaiaefl aadpaid fur by Sallcr. Any swvey arstuveys desired by Huycr ar required 4L9 bythemortgagelendcrwlltheatfiincdandpaidfiorbyBuyer. 420 (D} If Setter is urrabie is give goad and rrrarttetnblo tilde that 1sinsurabie by a reputable titIa insurance company at the regular rntes, as ~1ZI sprciiledinpnragraptrlS{A},BuycrmayteanlnatathlgAgmcmantbywrltfisnnotiaataSetler,tvlthalidepasitmaa[esrvtumadta 422 BuycraacardiagtakhetcrrnsaPParagraphZ2ofiliisAgrccmcnt.IIpontera>:Inatiatr,Sollerwl[ltclrrtlsarseBuyerfaranycastslectured 423 by Huger for srly inspections nrcettificntlaa~ attained accaalingtu the temts of'this Agreement, and for those hems apealficd in 424 Paragraph IS(B}Items {I}, {2), (3) and In Farsg~~t~h 15(C). 425 {E} Seller is not owarc of #hc status oFall, g<rs artct mtnaral rights f~Pro~rty unless athanvisc staled below: 426 ~ Seiterdoes not own all suh4uti'aca rights to tho prvparty. 427 0 i]ll, Cos and Mineral ItI~ Addeadtrm ~ARForlu OUMj is attarltail. 42B {1') COAL NOTI(CB (Wltcre Applicable) 429 'I~313DDGT7MENi'MIlYNO'f'3ELL,CONVEY.ntA1V~S.INCLWHQRIlVS[JRBTF~~TIOTfiC3C~AI.AZ1DIti{3ITI80i~3{?F'F'~IItTCRIDTiITAE 430 BiJILFACELANDDgSCftIB~OtiR~Ftlti~lTOHCR13It~A210'TFI$OWNF3t0EtOVVNIIRBQI~Si7CF]CO/ILMAYHAV87ffiiCt7ME~LEIBLF~AALItIG~C70 4-31 rtsMavsal.I.suQicx3AI.ADIDn~7NATCtmNEC~t~,I?AedA(T$MEIYIILtt~tILTTOTABStfAFACBOF'17~i.ANDA'NDANYHpUSa.Bt3II.I]Q1tiUtt 432 orxsss~auctvt~ax~ttarec~c~raxn. [This ~tiae Is sc;fxutitln tho mwrnerprovlded In Seot#au ! ofthe Ant afJuly 17,1957, 433 P.E.. 984) `Buyer aolrnovt~iedgps flat ha may oak 6e abtaWng.the right of proteatian against subsidence resutt~irtg foam coal rotates. 434 apcrrttioas, artd #liak iha propctty dascribadhea3tnrruty be prtotecicd.From dnntage duo to mluc sub5ideacc by a private canttactv+rith 435 tho owners aI•the economic inicrests in~Wia coal. Thlg ecknawledgement is madcfor tho purpose oFcomptyingwith the provisions of 43ti Section F4 of tlts$itumiaaus Iviiae Subsidence rind E1reLarui ConsenmtianAat ai'Apri127, I96f~" Buyeragrces tc~ slgrr tho decd 4:37 from Seller whlclt deedwill cautaln tho ai'aresaid provision 43B {Ci) The I?mparty is not u "rcarentional cgbin° as deficted lotto Pcrtrtsylvonia Caastnictian Code Act unless otiterwlse stated here {sae 434 NatlceRegarl3tngReareatiannl Cables}: 440 16: MAINTiI<NANCL~ AND ItTSIC Olt LOSS (I 10) 44I {A} Sallerw111 maintain tho Pmpcrty, gratrads, fixkures and personal property specifrc~Ily listed in khls Agreement in its presaut aand'itiorr, 442 nrnrrial wear sad tear excepted. 443 (H) If any system arappIIaacc included iu the 5a[c of the Froperiy fails befar$ set#Iemenk, Seller will: 444 1. Itcprtlr or replace the failed system ar applinnae before settlcmcnt, QR 445 Z. Provide prompt written aattce taBuyer aPSellats decisiaa to: 446 a. Credit Atryrrrat settlement far tho fairma>icct value aftha failcdsygtvm or appGancc, as aacepta6le to tho mortgtrga lender, 447 Ifauy, OR 448 ir. Nat rapaIr arnsplace the fuiladsysteay or appliance, antinot credit l3uyerut settlement #'ar Ure tnirmarkr;t value ~~f the tatted 449 system arappliance. 430 3. JfSellcr dam oat rcpairor rt+place the #hiled syatom ar appllanao or agroe to credit Boyar frir Its fair market value, ar if Seller 4S1 falls to reotlfy Bayr~r at'Scllar's choice Boyar wIl! IIatify Seller In writfng within 5 BAYS ar bel'are Settlemerrk Date, 45? wblatsvar is earlier, brat Bviyerwtll_ +t59 a. Accept the Ptvperty and agree in fits Rr?1 •EAS>a in Psirugraph 24 of this Agrccment; OR 451 h. Terminate this Agtcemeat by w~3tten rttaticc to Seller, with alI deposit monies returaadta Berger acecrriirrg to tho terms aF 455 Paragraph 22 oPthis Agr~cement. 455 Itf Bgyet~ [bias to respond willila fife #iete etn#ad lei Paragraph I6(B)(3~ ar Faits to terenlnate title Agt~esuretet by written 457 aatica to Seller wit3ein that #lenr:, Boyar will accept the PrQporty pad agrao to the RCLEAS)a in Parttgruptt 24 of this 458 Agreoment 4S9 (C) Sollorbears tho rlskofiaas Elam fire or other casualties until settlement, II'any ptapcrty Iucludcd in t1>la sale is dastmyed and not 460 replaced,priartoaeEtlement,Brry$rwlil: FtiBPAREEe BY: t3arrattEiathrorrn, Agent A8R . Pangylvettia Aaoocialtnn of r3PAl.'fOfiB~ Raufscd111ti CQPYR3G[~ITAENN6YLVAN1AA38CtC1A7tONDFREAt.?C]Rfi~30fa R~AB'i®8aRwa~a, OiQ Vererarr B.ta 8otiware Regtstarad its Cep RaiFrrtar; R8R Reaflnra page a aE i8 Btryer(Q) rnEfra~ ~ Sauer{s) triira~: ~li t ''~- ~® ~ ' . 46X 1. Aecept the Property fu Its then current condition together with t}ro proceeds afany insw~anccs racnvery nbinlnaisio b]' $elier, OR 46'2 2. Tetminuta this Agreement by wrltIennotioe to Boller, with a!i dopflsltmonies returned taBtryer according to the terms of 463 1?aragrnph 22 eaPihls Agreement 454 17. HOIY~ WA~tItAD['TiCES {i-iD} 465 At ar before settlement, elthe:r party may purchase n tioraa wararaty f'ar iha Pmpertyfrom a thitZi-puny vendor. Btryer and 5ali cr 45G understand thaE n iwrne wsuurrty forthe Property does not sitar ttny disclosesre xequlrerrceests of ~1icr, will not saver or warrant any 467 pre,~existingejet'ects afthe Psnperty, rsrsd vriil not oiler, waive ar cxtcndassyprovislons ofthlsAgreement regnsxting inspentions or 456 oettiBesatie3nsihat Buyer has eleatetl orvuniveei ns part of thisAg~eernent. Boyer and Seliex-understand thaE a iuoker who raconuuends n lrorne: 459 wnrrarcty may have a business rei:stionship with tie: hflme warsnnly campnay that provides a flnaneial bcne$t to the broker. 470 l8. I2ff CUItDING {9-lI5) 473 This Ag~eemeat will not be recorded in the Qffice of the Rrje:arder flfl7eads ar In any other fl$Icc ar piece ofpublio reward. Ifi3uyer causes 472 or permits this Agneerncnt to be recflsdee~ Setierrnay elect to tscat such act as a default oPtbis Agreement. 473 73. ASSIGNMl1l'IT (! Ifi} +[74 Thin Agreement is binding apon#he purges, their hairs, personal reprenentafiives, guardians and sucaessats, and to the ewZtesrt at;signabie;, on 47S the ttssigns of the parties herein. B nYa' will not tnutsfer or assign this Agreement without the wrfttr:rs exurseut of Se11er unless atherwtse3 476 Stated in tlsia A~+CC@IYIBIft. ABSignment of Ibis Agcemcnt may result in additinnul hansfer taxes. 477 2D. Gt~VIi:RNflgG LAW, VLr'IVt)I3 AND PFItSONAL JIIRISDICTION {9-D~ 478 (A) The validity smd eonstsuoiiem of this Agrce;ment, and the fights and dories aftlre parties, wtIl be3 grsve:rrreci in aaoorzirsnee with#hu lows 479 e~Fthe CorasnonwrmlthofPenrr~sytvrsaia. 46A {g) The parties ogt~ that arty dispute, cflattiTe~exsy or cia[tu arisingunder or in oonruotlan wltiifhis Agreement ar its peryormnrs:e by 483 ei thcr perry submitted trs a court shalt be filed cxclusIvely by and in tbo state or federal cmur#s aittinB in the Commorswealtb gf 4B2 Peusssylvanin. 463 ZL ItI~PBESI;<I~iTATI4tYt3 {1 IQ) . q84 {A} AlI rcpreseatntiang, claims, adveitlsing, promotional activities, brochw~es or plans oI'isr~y kindsnade by Suliar, Broimrs, tiioirliQOnsoea, 485 employees, officers ar partners are not a part o!'tIsia Agr+~meat unless cxpresaly i~ted eu strsted is this Agrecmcot.Thin 48fi Agreerrsent casstttins rite whole ngrcomeat between Seller andBuyer, and there are uo atlssr terms, flb[igations, e;avenassts, 487 representatinsts, atntcsmepta eyr eanditians, arnI aratisnrwl.se, of airy idnd wbafsaaver ctmcemisrg this sale. TIrIs Agreement will not be 4$i3 altered, amemderf; changed ormfldsfied accept its wrigng~exeautcd b3'th~ parties, 489 {B) Unless esfItcrwise slated ire Phis Agreesnen#,Iiuyer Irus inspeste@ the Property (ineluditsg fixfssre;s and any pert+anni properly 490 spe:cificsrlly Ifs#e;d itas•ein} be~tbrs3 sissies this Ag~aemant ar has tvaivesi ffrn rlghttes do ea, nod srgrce:s to purcl~c tlrePraperty 491 IN IT8 PRI38ItNT CONDITIQN,srsbJact to inspectlaa cosstlagcsieies oicctad fn arts Agresssnesit:Buyer tsciwa~vicdges tIrnt3firo]rcrs, 492 t1re:Ir lieesssescs, eurpieYyees, oIDcers or•gurtners hove natsnrule an Indapcrsdesstesrnminatfesn ar tlcicrmlrrntlou aftlrc struchu7d 443 sesernriAUSS oPtltea 3'ropesriy, rho age ar cantiltiosr nFttsa compane±nts, r:nvlronsncniai carsdifiosss, the pcrmEfted rraea, teas of d94 conriiHor>~ esalsfirrg ist the locale where fire Proporty is dtrsnted; rsor ]saves they sz:ndc n mee:huoical tnepcctiean of Hoy affLe 495 systeuss cesntuIued fheresin. 495 {C} Arsy repairs required by tails Agreement ~viU be aampieted in a vrarkmarrlikc manner. 497 {D} Bsnker(g} have provldedor may ~avide serviacs is assist wuepresentcdpatt[cs lstcorDpty~it~g wit#r this Ag~ment. 498 2Z. D1I~AULT, TERIVIQVATIOIMIAND ~Uitt•T UT DI~POStTS {k10) 499 (A} Where Huyer tersnlaatess tis[aAgrtsemcntpw~sumrtxo wry rlglst~gmnled Eryt~ A,grecmant, Buyerw~ lie entitled to a return al'niI 50D depasitmassles puidonaae:ouat ofPurohases Ikicaparsunnt.to the terms ofPnragraph3.2(B}, and.tblaAgceesneattv11l3m VOID. 5i}I Tcsmissatiors af'this Agreement stray occur far other ransoms giving rise to clu[ms byBuyer and/oc Sal Icr for ih~e deprssii monies. 502 (S) ttcgandless ofibe ttpparetst entittarrtent to depot monies, Pcnnsytvttnia Iuw does szat allow a Hratcer holding degasltmanles to 303 dctcrmirle who is rsat[tled to the cieposft snonles when settlement dory not occur: Bsolocr can only s~clcases the deposit snan[es: SDI 1. tfthla Agreatttcat is teruslttated pryer loscttIemctrt endthcrc is rm dispute aver erstltlemcat to the deposit mosrles. A wrlticn SfiS agreamessst signed by both pnrtles ss evidenua that thcres is rim dispats regarding riepe5slt monle:s. 5DG 2. ~ a$erBmlrar bas received deposit snflrties, 33srstcer receivNS a written agi~emettt that is sited by Buyeir and Sollor, dir~arting 507 ]3rolter how to distribute 9flrnc sir nit al"the deposit srronle:s. Still 3. Aeaording to the: terms of n fisii3f astfer al°coast. 5D9 ~#. AacardIng#o floc terms esfaprsarwr[Ett~tt agreemerst befweenBtryer and Sailer that directs the Breztccrbow to ef[stributes the deposit 510 stsoniexa ifthr~ ie a dispute baiwe;enthe pnrtiesfhat is natresalvad, (SeoParugrnph2Z(C}) 511 (C) Buyer anal Seller agreei-bat If there3 is a dispute werthe e3ntitlemeni to deposit maaiea that la unrosoived 36S days after rite 512 Se;ttltstncnt Data stated its Pruttgapts ~t(A}, or any writtrui esxtes~iorLV 1hon~t; the Hroirorbolding the deposit maulas will, wltii[n 3U days S13 ofreceipt of$uyer=swri#trus request, dialrihute the tiapasit memi~ teaBuyertutless tlso Brdmr is in receipt at'veriflable written nofie;r; 514 that the dispute Is the subject of l3tigniiaa Tf Brokrr has received vet•It3nblo vuri tiers notice flf Iitlgatiou prior fo the receipt of l3rtye:r'8 SIS request far distribution, Broker will contirsue to haldthe3 deposit snonle:a usrtii receipt flf a written tfsstntbution agreesrrenst beEween Buyer 516 and Sr}11er or a Seal court air: Buyer and Beflertts$ advised to Intttnte Iltlgistiats fflr arty portion of the de:paslt roorslcs pdar to am- 5i7 distsibutinrs rands hyBrnlccr prrsuant to this pttragruph. Huyer and Seller egret: that the d[ strr'butlaa of deposit monies based upon rho SI8 pnssnge of time dncsnat legally determine entitlement io rieposit monies, and [het rho parties mntntairs tlicu• legni rights ifl prasue 5I9 l3tlgRtiast even nftera eftstributiem [s mach. SZO {L7} Buyer and Selior agree t[iut $rokcr who holds ardistributcs deposit sttanles pursuant to the terms afFarng~aph 22 orPennsylvania 521 law will sot be Iiulnlc. Bnycr afld8e11cr ttgrce that Ifusry Bsoiterflr a~tiated lieeasce f s Hamad in titigatian regard[ng deposit monies, 522 the atlarnesys' fees and costs of the Btokar(s} and ileettist:o{s) will be paid by the party naming them ire lltigntlan. 5?3 {E} SeliesrhnB the option afsetaining ell sums pnidbyBuycr, inclutfiog thri depostttuonies,sharsIdBuyer; 524 1. Fall to snislcc nrry add[tioemt pnyrnents ns specified ire Paragraph 2, OR S?3 2 1~rmish fh[sc orinaomplcte trsfatmstlon to Sailer, Biaker(g}, or any other party Idantifrcxi in this Agreement cancerrarrg Brxyer'n 526 regal orfrssttnc3ai status, OR P~fiES~ASt~t~ t3Y: r3tirrottRothrnnn, Agont A8R . AgrrflsyWeoda AaaoctfltY» ai REAt.TORS@1 Revtafld fMp COPYRtt3MltP~f~tNBY1ltAtdlAAt3tit3CtA~lUN 01` REAL~DR&2010 FiealF'A~ Soriware, Q Vsrsfore 8.1ii Software Reglstr~ed to Gfag Aoihmsn, ii&R Rt:alttm~ Q~6~ fr>jrfEN~Q~ ~flt{0 ~ O~ K{i Sc~ltetts) rtYUNs: ~rS ~?.s- 527 3. VIaiate or fail to fulfil! and parForrn any otherterors or candidons vft}ris Agreement. 528 (~ Unions otirerwlse atteclced In PuragrapL 2~Z(G}, 3eUermay sleet to retain these sums paid by Huyer, irrcludiug deposit monies: 529 i. On account afpurchasa price, OR 530 2. As rnaoles ffl be aggliedtn Seller's damages, 0R 531 3_ Aa liquidatcc! damages tnraaah delsult, 532 {Ci} ~ BLtLLL~R I5 L1MITL~D TO Ri~TA11YING SIDYIS PAID BY I3IJ1rEEi2, INCLUIITNG DTI'OSIT MONKS, A5 S33 LIQUIDATLt13DAMAGL~S. 534 {H} IfSnller retains all sums paid iryBuyar, inclucbngdepasit m4nIcs, ~ liquidated damages pursuant to Paragrnph ?2{F) ar {C}), Buyer 53S and Ballet are released From further liability ~ obligation and tiwr Agrecrneat is ~iOID. r3ti [!) BroIa:rs and Ilaensees are not responsible Sot unpaiddegasits. 537 23. IVIEDIATIUN (1 ~D} 538 Buyer sad Seller will aubmIt all rlisputcs or claims Burt arlsealcom #hIs Ap~carrtant, including disputes and claims avet•dep4sl# manlcs, to 539 mediatian,llrlediatlanwill be conducted is aacar~ianae with lire Ituies andProcedurus aftire Hama Seflers/Hame Buyers Dispels ResaIutlon 540 System, unless !t is not avoiIablc, inwhiah cnse8uyaraud Seller will mediate according is the teens of the mcdiatian system affet~d ar 541 endorsed ay the loco! Asaaaiatian ofitEALTORSQD, Mcdiationfr:es, cantaiaed in the mec8ator's fens salseduta, will bo divined equally 542 among #6e parties and will be paid betbre the mediatiaa canfrrrence, This mgdiatian pmceas mast be concluded bafo~e urry party to the 543 dispute may initiate legsi pnnctedingg In any caurtmom, with the cxacgtion offiling a summons if it is necessary to sto any statute o£ 544 1lmitatiam fsnm expiring, Any ageament rut~ehad tiunugb madiatian and signed by the parties wi116e binding (seeNatiac Regarding 545 Mcdlatlan}.Any agreement io mediate disputes or claims s~risf ng fmm this Agreemer~# wiII sur+rtve settiemesrt. 546 ?A. RLLTASL (~ 5d-7 Buyer releases, grill claims and l'arevar discharges 9LrLLRit, ALL BROI~RiS, their LICI;l~iuS,I:MPLtJYL~S and any OrPICER 548 ar I?AftTTN~it of nay one al'ilieta and any ether P.LR50N, IrIRNi ar COI;;PORA.TIfUM wtsa eery bailable by ar through fhGm, from 549 any sad alt claims, losses or Bewnnds, including, but notlirnited ia, pcrsanal inQury nod property damage uud all aftha 554 cflnaegnencas tlrereaf, ~pltetltor lsaacvn ar eat, tvlrlcit< may sxi5e Ilrom iha prescaca of tarmltos ar otltcr tivaod-barlttg insaets, radon, Sal leudl-based point buJau-•ds, meld, iLng~ ar lndnor air quality enviroarueutal hazards, any defects In fire ladividuai ou-!at sewago 552 clisposai system or rlefldencles In the an-sibs water service system, ar say drtha6 or condldons au rile Property, Should Seller bu ict 553 deibnlt under rho terars of this Agreemaat or In vielatioq ofnay Sailer rllsclosure )aw ar reguintiaa, this xclcasa does not deprive 55d~ Buyer of say rigpt fa pursue nay remedies that may ba AvalIsible trader late er equity. This release tv11I survive aetileu~caf: 555 ?.a, IiLAL l/bTATL~ RLGOYIIi1tY>7CiND (9.t15} 5S6 AReal Bstate RccoveryFund c.dsts to reimburse a~ persons wha hnvo obtained 0.fum1 civil judgment against ti Pertnsyivaaia »nl esters 557 licensee (ar a Iiccrrscc's affiliates}owing to Erred, misrepr+esentatian, ar deceit in a rrai estate transaction and wife Nava bees unable to 556 collect thejudgmeBt after~aus#ingaII legal acrd egaitabie mmedias.~ar aomplcta details ah~rt the I:und, call (7I7} 783 3658 or 559 (8U0} 822 Zll3 {vvithi~u peimsyivania}and (?17} 783-4854 (outside Paar>syivania}, 560 2~ cO1V1NlUi~FLCATIONS WITH BUYER ANDJO1t SELLL~R (i 1Uj 561 WlmreverthisAgreameat aontains u praviaion thatregairas ar allows carnrnunlastiaa/delivery #o n Buyer, that prnvisiar: shall i?e satisfied 562 by commtroicatlarr/delivery to tba Brohet•frsBtryer, it'any, except far riacuzttents required to ba delivered pursuant to PAragraph I4, 563 I€thorc is rte Broker forBt~ycr, these gmvlsions may be ssttisfred nrr[y 6y aorrrmvnioutitrnldellvery heingautr~ dime#ly to the Huyer, unless 554 atlierwise ngcaedta bytba parties. WharevertirisAgraemant contains n provlsIart that rcrpirres or allows comatwrteatiarr/delivary to a 3alier, .565 that puovisian shall he satisfied b3' commaniaadoaldcltvcry to the Braisrs for Seller, i€any. Ifthere is no Brol~r frar Sclltr, thane pmvislorrs 566 rrray ba satisfied only by communlca#Ioa/dc:livery btingmade directly to the Seller, unless otlrnnvise agreed to by thepartics. s~ z7 s~I,C~Ai, cL~oslE;s (x io) ~~' S ~ 1- r _~~~ 558 (A} a mIlatvl~ag ore part aFtliis Agreerueat if cbeelrnd: 569 .1 Safe-~E~etElsmcnt-a£f}4hnt~apuLy~-Coatings+rcK~lddanduurfPr~~Fesr~S~ 570 ~ ~ Sale & Setticman# al'Other Pmgetty Canttngeaay wiW Bight to Continuo Marketing Addandem{PAIL corm BSI'-CIvI} 571 yv~ ^ Settlement ofOtherProperty Corttingcncy Addeaduur (PAR Fomt 5{]P) 572 D short Sala Addendum to Agreement afSale (PA1tFarm SiIS} 573 ~ D Appraisal Caalingenay Addendum (PAIL Form ACA) 574 ~ ^ ., 575 ~ ..t Gt'' ` ni>~ r ~ ~ f r~ r ~' ~ ~ t~~ S76 Jj-~-~I~~] S77' {D} Additlonal'I'erms: 578 579 584 }3uyor and 5ellar aelmatvlcdgc receipt afsr copy eCilrig Agreamentat the Hmo oTaigrring. 581 ' 582 T4is Agreement may be executed is rote ar more coattterparts, each of ~vhlclt shall be deemed to ba rtrt arigionl acrd rvhiclt coantcrparta 5$3 tegetirer siyall coostifuta one and tLe same Agreement oftilt!Parties. _, _ . 564 5$5 NdTICI•; TO PARTIES: WAN SIGNED, TIrIIS AG1?1~L~MCNT ~ A DII'~FDING CONTRACT. Panics to tlfls ~trattsactian are advised r85 to cangult it Pennsylvania coal egrets a#taruey bafare signing if titay desire legal Advtee. 587 588 Berate ei'thts Agrearnant; and auy addenda nod antendnteuls, including re#urn Iry clectranIG fraaamissierr, bearing the signatures oP S89 ncil~p~arties, consfitutes nccegfnncQ by the parties. 59U ~r'r"`_ 59i /, Buyer bas received the Consumer Nofica as aelapted by the Stttte Reai lJstats Caarmissian at 49 Pn, Cade § 3:336. 592 PRkPARED BY: aarratt Raihinpa, Agent ABfi , Petu~syt~ratte Asaa~lattan at REAI.TOit3® Ravianditta COPYRIGHT PE^iVNSYE.VANIAA3SQClA7IC1H!OFREALYOfi54DZa1a R~IF'A311~ Sall . S~1a1it, Ve~aion e_•[e. BaQwata ftenislered tcs i3teg Rattanan, RSR ftealtars Pepe 10 of i£2 Btryar(s) ~ ~ Seller(s) InUtnls: ~~~ ~~ 353 ~~.1~. Btsycr has rt:ct:iveti t1 stnfcment aFBuyer's rstiaunfed closing costs beibrt: signlstg lhLs Agreement. 594 5g51~ I3oynr has rend ltnd uoderstttnds the naflces and exp3stnnlaty infbrtamf£an iu this Agreement 556 59?~/_,~}_„ Buyer bas rarcived s~ SotlQr`s Pruperfy D€scEasura Stniemoat before sigaing fhis Agrectueat, if requiracE ity Iaty{see Inforn 598 Regt}rdistgtltcReet Ivstnis Bt:ller~iscIosurt: Lncv}. 6W ~ !~, Boyar has received the Dagasit Maaay Platter: {far coopornfivc sales what Brol{ar tar 5t:1let• is ItoItiitag ciepgsIt maaey) Itcfu 60I slgnixtg Wis AgraQmant, GD2 603 ~.1_ Buyer httg rt:ct:Ivocl we Land Based PalittHazards DiseIasurt:, tivii'sch It; ttittteht:d to this ~igrt;atttsnt nTSnle, anti iba 6D4 pamphlet Prefect Yunr3<twtIiy il~nm Lead in YoorHaraa (Tor properties I~uilt prior to I~78) 60S bD6 '' i~l. ~nu~aen ~ ~ ~ ~ ~ ss xttx~ ~~ t~rrtg 607 SalIar has received iIte Cottsarner Notice as adapted by ih$ State Reui L~sfate Cammtssfan ntd9 Pn. Codo §35.33&. 608 Sclior hs~s rceciva~i nstntamaotaf3eilar's astiutatattetusingcosis betbrt;signtng WisAgreement b(J9 Sailer h"as~rend and nadarstnnds ttte ttatices and etclrIatintory ittiltrtitutian fn this Agreement { .~ ~~ta~ B~~n ~ ~ f LCD-~,~ ~;~..~'~~_fy ___~_ na~z~ ~~ - .~ --~~ PREPARiAU BY: Garrett Rnthtrtnst, Agent A5R . F'ennayl+ranlo Aeaoclaltoa of R~tG?t?RS® Ravlsect 1130 COPYRiGI~'Y!'ENt~t:YLVAt~ItA A880CIATION OF REAL?ORS~-~0t0 ReaiFA~T~ 6cliwera, 6~Qt71tf, Ve<s}nji. Q19.8oiMrarn Stagtale~lts pte8 Rof#man, RSR Reatla~a Page't7 of i8 HOBBIE AC1CTlONS 901 North Second Street Harrisburg, PA 17102 Phone: (717) 233 - 0115 Fax: (717) 230 - 8996 email: bill(c~hobbieauctions.com 8/16/2010 Cecilia Spera 551 Brentwater Road Gaup Hil[, pA 17011 Dear Ms. Spera: As per your request, on August 3, 2010, I did inspect items of the estate of Katherine T. Spera located at 355 Willow Avenue, Camp Hill, PA 17011. Having been an auctioneer for over twenty-two years and an antique dealer for over twenty years, it is my opinion that the value for estate evaluation purposes of the aforementioned items is as follows: Kitchen - GE refrigerator ~ _ $100.00 GE range $30.00 Upper cabinets -set newer china $50.00 -Sheffield newer vase $40.00 -misc. glass & supplies $5.00 Counter top -GE microwave $10.00 -glass bowl, timer, misc. $5.00 Lower cabinets -pots and pans, misc. misc. storage, household supplies, 2 appliances, flatware $20.00 Shelves -12 pieces rr-isc. cranberry glass $180.00 -plate and 2 misc. glass $5.00 Adams style wood table with 5 QA style ladderback Chairs $75.00 Alaron wall clock, newer $25.00 Sunflower painting by K. Spera $10.00 Glass vase $20.00 Balance of items in room $10.00 Entry, living Room and - hallway Oil on canvas, poppies in vase, fancy frame K. Spera .:$35.00 Ridgeway grandmother's clock, glass front $200.00 9 oil paintings by K. Spera, nicely framed $315.0() Personal photos $-0- Magnavox console record player $-0- Den Oval mirror $10.00 4 pieces upholstered furniture $20.00 Large needlepoint of a Regal procession $40.00 Pair green glass covered vases, approx. 27" tall $50.00 Hammond double keyboard organ with stool & Speakers in other room $100.00 Danish porcelain mother and boy $30.00 4 thick art glass- ashtrays, 1950's $40.00 Lalique style vase, approx 12" tall $35.00 Mahogany side table $50.00 Gaudy Venetian style table Tamp, 18" tali $25.00 Porcelain geometric abstract lamp, approx. 24" tall $10.00 Oriental vase style lamp $50.00 10 needlepoint Faberge style eggs, each framed $1~0-0.00 Chinese style mahogany coffee table $30.00 Square porcelain flower vase $10.00 Clock, tray, phone, family interest photos $10.00 Red Turkish style area rug, 6' X 4'2" $75.00 Rush seat, French style QA chair $10.00 French style hall table, 3 drawers, brown marble, Marked "Century" $75.00 Personal photos $-0- 4 glass and porcelain pieces, frog, bird, duck, fox $20.00 8 oil paintings, mostly flowers, by K. Spera $280.01) 5' X 5' fancy pierced edge framed mirror $50.00 Credenza, 6 drawers, 2 doors, pressed wood Carving ~ $50.00 Contents -family photos, TV gear, needlepoint, Storage $10.00 Signed Lalique leaf form bowl $250.0() White porcelain table lamp $20..00 Pair Spanish style fancy carved reed seat chairs $200.00 4 upholstered couches and chairs $20.00 Pair French style lounge chairs $80.00 Octagonal coffee table with copper inserts and Accents $50.00 Italian porcelain ashtray and 2 thick art glass Ashtrays $50.00 Six sided stand painted with Mongol figures $75.00 9' X 12' Oriental style carpet with white fie{d and red Lozenges $75.00 Zenith TV $25.00 Needlepoint bell cord, Elizabethan figures $75.00 Oak breakfront made by D.E. Rohloff, Havertown, PA, 9' tall with wire doors $150.00 Contents -family photos, household storage $-0- -bar glasses, bar items $15.00 -Reproduction decanter signed Baccarat $20.00 -2 pieces signed, one damaged, misc. $30.00 -art glass vase, blue cased glass with Paint vase, Italian soft paste Pitcher $65.00 2 Capo-de-Monte Muse statues marked with blue N under a crown $80.00 Personal photos $-0- Signed Lalique dish with squirrel $100.01) Ruby glass bowl with clear stem $25.00 4 Capo-de-Monte fancy plates, Roman motif $40.00 2 alabaster busts of females $100.00 Liberty collectors plate $20.00 Balance of items in room $10.00 Sitting Room Pair slipper chairs, floral print $40.00 Rose painting by K. Spera, nice frame $35.00 Walnut drop leaf extension table, 4 leaves in closet $100.0() Small newer miniature grandfathers clock $50.00 Flashed ruby vase $20.00 Adams style mirror $25.00 Serving table with drop leaves $50.00 Cranberry bull's eye pitcher with ruffled rim $100.0() Newer china closet, closed wire doors $50.00 Contents -8 pieces misc. glass, some signed, Some chipped $50.00 Bath Painting by K. Spera, small girl $10.00 Scale and towe{ $-0- Closet -black fur coat $35.00 -balance coats $-0- -Oreck vacuum $10.00 Stairway Personal photo $-0- Brass umbrella stand $20.00 Chippendale style mirror $30.00 Needlepoint mother and baby, K. Spera $20.00 Bedroom # 1 Dark wood 5 piece French Provincial bed set $75.00 Contents -clothes and linens $10.00 Mahogany kneehole desk and chair $50.00 Oil painting by K. Spera, red flowers $35.00 Russian Icon from South America $20.00 Blue porcelain vase and small kerosene lamp $10.00 White porcelain lamp to match previous lamp $20.00 Fancy brass & glass tray with matching glass top box $25.00 Sony Radio and TV $-0- Mirror and sconce $10.00 Closet -clothes $-0- Personal photos $-0- Bedroom #2 White 5 piece French Provincial bed set $50.OCI Clothes $-0- Portrait pastel by Robert Young $35.00 Oif of reclining nude by Raymon $150.00 Closet -clothes, luggage $-0- Cedar closet - Alladin type statue with velvet $40.00 -clothes and blankets $-0- Attic Cedar chest, painted, empty $20.00 Upholstered and caned chair $10..00 3 religious statues and new Delftware vase $10.00 Fancy floral metal table lamp $50.00 Family photos $-0- Plaster Putti bookends, chips $10.00 Marble and crystal vanity light $10.00 Newer cottage Victorian 4 drawer chest $50.00 Balance of items in room $5.00 Bedroom #3 Closet -ladies purses $40.00 -clothes $-0- -linens $5.00 Needlepoint vanity bench $30.00 Cannonball low poster bed $40.00 Hand done coverlet $30.00 Upholstered chair $-0- Oriental style needlepoint $40.00 Oil painting of Gypsy girl signed Fruttini $50.00 Fancy porcelain floral table lamp $75.00 Wine rack $10.00 Small feather top table $2.0.00 Balance of items in r-oom $5.00 Bath Empty $-0- Basement 6 boxes and table top of books $10.00 Family photos $-0- Broken Roman type bust $-0- Upholstered chair and couches $10.00 Black leather chair and ottoman, worn $10.00 Oil on canvas, Mediterranean scene, K Spera $35.00 Pair white bamboo type glass top tables $40.00 Pair white and yellow table lamps $40.00 Shelves -pair plaster fruit and bowls $20.00 -pewter plate,glass candlestick, 2 metal Plates, 5 mugs, presentation candle a ~` Holder Lane coffee table Beethoven bust P{ague and 3 mugs White porcelain table lamp Plaster pedestal Blanket chest with handles, locked 3 breakfast tables Zenith TV Clock, Oriental style light and kerosene lamp Bar accouterments Dehumidifier Table and three lugg-age racks Laundry Area Pair fancy brass 5 candle sconces Plaster light Clothes and supplies Maytag washer and dryer Sewing machine Hair dryer and chair Chair Furnace Room Easel Washboard Ladder Chairs, misc. storage Bath 3 shelf table Miscellaneous Garage Paint, household storage $20.OU $50.OU $10.0() $20.00 $30.00 $15.OC} $20.OC) $10.00 $5.00 $25.Ot) $30.00 $20.00 $10.OC- $50.00 $10.OC- $-0- $80.00 $-0- $-0- $5.00 $50.00 $10.00 $5.00 $-0- $5.00 $5.00 $10.00 TOTAL $623.x.00 Hoping this appraisal is helpful to you, I ask that you call my office if you have any questions. I thank you for letting me of service in this matter. Sincerely, t William W. Hobbie Hobbie Auctions ~- iret~t 3C~i11 .inD ~est~zmrnt OF JOSEPH J. SPERA I, JOSEPH J. SPERA, residing in the Borough of Camp Hill, Cumberland County, Pennsylvania, declare this to be my last Will and revoke any Will nrAviouel~; *nade by me. ITEM I: Expenses and Debts I direct that my debts and the expenses of my last illness and funeral be paid out of my estate as soon as may be convenient after my death. Should I not have made arrangements for perpetual care and maintenance of my burial plot prior to my death, I direct my Executor to make such asr~angements and pay II for same. ITEM II: Specific Bequest of Tangible Personal Property I give all my tangible personal property not used in business or for the production of income, including, but not limited to, any and all automobiles, furniture, furnishings, china, silverware, jewelry, ornaments, works of art, books, pictures and wearing apparel, together with all policies of insurance thereon, to my wife, KATHERYNE T. SPERA, if she survives ,me by thirty (30) days. If she dues not survive me by thirty (30} days, then 1 give said tangible personal property to my daughter, CECELIA K. SPERA, provided she survives me by thirty (3Q} days. I acknowledge that my said wife,,. owns all of said items with the exception of such things as my clothing, my jewelry and automobiles registered in my name only, but I make this bequest to eliminate any questions. ITEIVi III: Specific Gift I give to Trust B created in ITEM IV B hereof, my partnership interest in Phoenix Associates plus that amount of cash or property which when added to the value of said partnership interest will equal One Million Dollars $1,000,000.00. If I should not have said- ~~ ~~ ( ) partnership interest at the time o my eat , give to said Trust One Million Dollars ($1,000,000.00). ITEM IV: Residue I devise and bequeath all the rest, residue and remainder of my estate of every na~~ture and wherever situate as follows: A. Trust For Wife If my wife, Katheryne T. Spera, survives me (and I direct that for the purpose of this Item of my Will she shall be deemed to have survived me unless it appears unmistakably that she: predeceased me} and if the federal estate tax due because of my death will be reduced by making this gift for her benefit, I devise and bequeath to the trustee hereinafter named, IN TRUST, the least amount (basE;d upon values as finally determined for federal estate tax purposes) as would, if the election referred to in p;~ragraph 8 of this Itern were actually made, be needed for the federal estate tax unlimited marital deduction to reduce the I, federal estate tax to the lowest possible figure after full use of all other deductions and credits allowable in calculating the federal estate tax, except that such amount shall be calculated without regard to the augmenting of my taxable estate by reason of generation skipping transfers and without regard for any credit ~ for state death taxes that would not otherwise be payable. Accordingly, I direct that: (1) If the marital deduction or any similar benefit is allowable with respect to any property, including property held by entireties, which my wife has received prior to my death or at my death will receive otherwise than pursuant to this ITEM IV A, the value of such property shall be taken into consideration in calculating the size of the gift under this ITEM IV A. (2) No property ineligible for the marital deduction or any similar benefit shall be distributed to this gift for my wife, Katheryne T. Spera, pursuant 'to this ITEM IV A. (3) Either cash or other property, or both may be allocated to the gift under this ITEM IV A. -2- dt ~~hi,:h it is tinall` ~n,;lu~r~1 in m~~ ~;r~~ss ~stat~ tur fcd~ral estate tax ~ur~~s~s. provided that the aggregate market value thereof on the date of allocation (plus the value as finally determined for federal estate tax purposes of all other property qualifying for the marital deduction) is at least equal to the dollar value of the marital deduction as finally determined for federal estate tax purposes. (5) My wife, Katheryne T, Spera, shall he paid the entire income from the principal in such p~~ri~~dic installments as the trustt•es shall find cc~nvenicnt, but at lea`~t at c~ft~~n ac yuarter-annually ear else applied dit~~tlV tc~t het hc-r-~fit by thr cn3t~e*~ Income that accrues between the date of the la_St distribution to Katheryne T. Spera and the date of her death shall be distributed to her estate. (6) As much of the principal of this trust as the trustee may from time to time think necessary to maintain my wife's standard of living at the time of my death or during illness or emergency may be either paid to her or else applied directly for her benefit by the trustee, after taking into account other assets and sources of income available to her. (7) Upon the death of my wife, Katheryne T. Spera, the trustee shall first deduct and pay to the personal representative of my wife's estate an amount equal to the increase in federal estate tax or state death taxes which her estate will have to pay because of the inclusion of the assets under this Item of my Will ire her gross estate (unless she directs otherwise in her Will) and all then-remaining 1"+tineipal shall he added to the principal of the Trust created pursuant to I-I-LIti! IV d~ her~~~f. (8) Item IV A of my Will is intended to empower my Executrix to qualify this gift or as much thereof as she deems advantageous for the qualified terminable interest property provision set forth in Section 2056(b)(7) of the Internal F'.evenue Code as amended by Section 403 of the Economic Recovery Tax Act o~f 1981 and my Executrix is hereby authorized to make the election to qualify or r,~ot to qualify. I direct that (1) if any provision of my Will shall result in depriving this Item of the -3- h~n~f ~t~ ~~f TRC Se,:tic~n ~056(h)(7), if elected, such provision is hereby revoxeo ana my `Fill shall be read as if any portion thereof which would result in such disqualification is null and void; (2) my Executrix is hereby excused from liability to any person for the decision to elect to have this Item qualify for the marital deduction or for the decision to elect not to so qualify it; and (3) no reimbursement or other adjustment shall be made as among beneficiaries b;y reason of the consequences of such election or failure to elect. B. Trust For Daughter The balance of said rest, residue and remainder of my estate, if any, I give, devise and bequeath, IN TRUST, to the Trustee hereinafter named for the following uses and purposes: 1. To pay the net income therefrom at Least as often as quarter-annually to my daughter, Cecelia R. Spera, for and during her lifetime. 2. As much of the principal of this Trust as Trustee may from time to time think advisable for the support of her or during illness or emergency shall be either paid to her or else applied directly for her benefit by my Trustee after taking into account other assets and sources of income available to her. 3. Trustee may apply the net income of this Trust for the support of my daughter, Cecelia R. Spera, should she by reason of age, illness or any other cause in the opinion of my Trustee be incapable of dispersing it. 4. In addition to the above provisions, my daughter, after distribution has been made to my daughter as Trustee~may pay to herself or to apply out of the principal in each year, including the year of my death, an amount not in excess of the: greater of Five Thousand ($5,000.00) Dollars or Five (5%) percent of the then agl;regate value of the Trust principal. This power is not cumulative and can be exercised only by an instrument in writing signed by my daughter and filed with the Trust records. -4- '~T~' dauRntcr, C:[~ccTia K. ~pc~ra, to n~~r~~n~~ g~~•en a po~'er i~l al?potnl ny ti~'t<< ICS ncr estate or others, in such manner anti for such estate as she may appoint, exercisable only by specific reference by her alone and in all events over the: principal of this Trust. 6. If my daughter, Cecelia R. Spera, should fail wholly or in ;part, to exercise effectively the power of appointment created in the preceding paragraph 6, the unappointed principal shall be distributed as follows: (a) To my grandchildren, living at the time of my daughter's death, per stirpes. (b) If I have no issue living at the time of my daughter's death, to the then living issue of Sadie Christiano, per stirpes. (c) If none of the above in (a) and (b) are living at the time of my daughter's death, then to Harrisburg Hospital, Front Street, Harrisburl;, Pennsylvania. 7. The alternate Trustee shall have the power, but not the duty;, to make such expenditures out of the principal allocated to the trust in ITEM IV B as it, in its uncontrolled discretion, may consider desirable in order to facilitate the settlement of the estate of my daughter, Cecelia R. Spera, if she survives me. Discretionary powers granted to my Trustee in this paragraph and Elsewhere in this my Will shall be in the sole discretion of my Trustee and shall be binding and conclusive on all interested parties. ITEM V: Perpetuities Provisions Notwithstanding the directions herein given to the Trustee as to the distribution of income and principal of the Trusts created hereunder, if any such Trust has not previously vested in compliance with the rule against perpetuities and laws against imposing restraints on alienation and against accumulation of income or principal, the same shall terminate on the day on which shall expire the period of twenty (20} -5- years after the death of the last survivor of the issue of the Settlor living at the date of execution of this Agreement; and on such termination, the Trustee shall distribute the property of such Trust as provided for herein upon a termination of the Trust. ITEM VI: Power to Terminate Small Trust Should the principal of any trust herein provided for become too small, in trustee's discretion, so as to make continuance of the trust inadvisable, trustee may make immediate distribution of the then remaining principal and any accumulated or undistributed income outright to the person or persons and in the proportions they are then entitled to income. Upon such termination the rights of all persons who might otherwise have an interest as succeeding income beneficiary or in remainder shall cease. If any person to receive distribution is a minor or disabled in any way, trustee may pay the fund to the parent, guardian, or person or organization taking care of that person or, with respect to a minor, trustee may deposit the fund in a savings fund account in the minor's name payable to the minor at majority, provided, however, that any property held under the marital deduction trust in ITEM IV A may be paid only to my wife or to her duly appointed guardian. ITEM VII: Source of Payment of Taxes All federal, state and other taxes payable because of my death, with respect to property forming my gross estate for tax purposes, whether or not passing under this Will, including any interest or penalty imposed in connection with such tax shall be considered a part of the expense of the administration of my estate and shall be paid first from that part of my residuary estate passing under ITEM IV B and if said source is insufficient to pay same, then from that part of my estate passing under ITEM III hereof without apportionment or right of reimbursement. All such taxes on present or future interests shall be paid at such time or times as my personal representative may think proper, regardless of whether such taxes are then due. ITEM VIII: Spendthrift Provision The interest of the beneficiaries hereunder or the beneficiaries of any Trust created herein shall not be subject to anticipation or to voluntary or involuntary alienation. -6- ~~:...e. ~ rrc My Executrix and Trustee shall have the following powers in addition to those vested in them by law and by other provisions of my Will applicable to all property, whether principal or income, including property held for minors, exercisable without court approval and effective until actual distribution of all property: A. To have full authority to deal with any business interest as freely as I might in my lifetime. B. To make distribution in cash or in kind, or partly in cash and partly in kind, and in such manner as they may determine. C. To retain any or all of the assets of my estate and to obtain assets, real or personal, without restriction to investments authorized for Pennsylvania fiduciaries, a.~; they deem proper, without regard to any principle of diversification or risk. D. To invest in all forms of property without restriction to investments authorized for Pennsylvania fiduciaries, as they deem proper, without regard t:o any principle of diversification or risk. E. To sell at public or private sale, to exchange, or to lease for any period of time any real or personal property and to give options for sales, exchanges or leases, for such prices and upon such terms or conditions as they deem proper. F. To borrow from or to sell to my Trustee even though such Trustee may be my Executrix. G. To compromise any claim or controversy. H. To choose the alternate valuation date for federal estate tax purposes, without regard to whether the size of my marital deduction share will be increased or decreased thereby, without requiring reimbursement. -7- r I. To join with my spouse, or the personal representative of my spouse in filing a joint income tax return without requiring my spouse or the estate of my spouse to indemnify my estate against liability for the tax attributable to the income of my spouse and to consent to any gifts made by my spouse during my lifetime being treated as having been made one-half (1/2) by me for purposes of the Federal Gift Tax law. ITEM X: Trustee I appoint, my daughter, Cecelia R. Spera, Trustee of any trusts created by me in this my last Will. If she shall fail to accept said appointment or cease to act as Trustee, I appoint Alex Grass, Trustee. If both f (. Fin ~G~ shall fail to accept said appointment or cease to act as Trustee, I appoint B~~rd Beigh, III and Kathy Back, or the survivor thereof, as Trustees. I desire that prior to making substantial investment decisions for any Trust herein, Cecelia R. Spera consult with Alex Grass. ITEM XI: Executrix I appoint my daughter, Cecelia R. Spera, Executrix of this my last Will. Should my daughter, Cecelia R. Spera, fail to qualify or cease to act as Executrix, I appoint Alex Grass, Executor of this my }.~~. Aare ~ e l last Will. If both Cecelia R. Spera and Alex Grass fail to qualify or ceases to act, I appalnt Ba~i~ Beibh, III and Kathy Bock, or the survivor thereof, as Executors. ITEM XII: No Security No bond shall be required of any fiduciary hereunder in any jurisdiction. IN WITNESS WHEREOF, I hereunto set my hand and seal this /a2 ~ _ day of ~G1u^~ , 1991. (SEAL) Josep J. ra I~~ -8- Signed, sealed, published and declared by the above-named Testator as and for his Last Will and Testament in the presence of us, who, at his request, in his presence and in the presence of each other have hereunto subscribed our names as witnesses. -9- AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA :ss: COUNTY OF CUMBERLAND : ~~ We Jose h J. S era ~~~~... ~ . d~~-~ ~~ ~~-9'~~ti witness whose r I~ nrr~,..r,~ln ~ names are signed to the foregoing instrument, being duly qualified accordingly to law, do depose and say that we were present and saw the Testator sign and execute the foregoing instrument as his Last Will and Testament; that he signed willingly and that he executed it as his free and voluntary act for the purposes therein expressed; that each of us in the hearing and sight of the Testator signed the Will and witnesses; and that to the best of our knowledge, the Testator was that time at least 18 years of age, of sound mind and under no constraint or undue influence. Sworn to or affirmed to and subscribed to before me by ~~`'~""'' ~ ' ~ and ~.,~~~~~ ~. ~--`.L. ,witnesses, thin a~day of `r'`n~~ 1991. ,, Notary Public %.- NOTARIAL SEAL ` OIANNE LENIG, NOTARY PUBLIC r LEMOYNE BORO. CUMBERUINO CO. MY COMMISSION EXPIRES DEC. 21. 1993 -10- Estate Valuatic. ~~..~e ~_ ;eat` : 03; : 8 i 20i0 Estate o= : Katheryne Spera 'a=~atit_c~__ Date: 03; 28/~OlG .-._~_~..~- Joseph Spera Trust f/b,/o Katheryne Spera r^~cess_ _J Sate: 13/~~5/2010 Report Type: Date of Death Number of Securities: 58 File ID: Katheryne Spera Estate Srare~ Secu°_ty Mean and/or Div ar:d Int Security or Par Description High/Ask mow,/B -_c Adjustments Accruals Value 1 _5CG WINDSTREAM CORP (97381w104; WIN) COM New York Stock Exchange 03/_5/2010 11.3000C '1.~1C00 H/L 03/29/2010 i1.2900C _=.7000 H/L 11.242500 Prices for 03/29/2010 adjusted up for dividend :s 0.~5 2' 1500 BLACKROCK CREDIT ALL INC TR IV (092508100; BTZ; COM New York Stock Exchange C3/25j2010 12.19000 12.10000 H/L 03/29/2010 12.24000 12.12300 H/L 12.163250 Div: 0.1 Ex: 03/11/2010 Rec: 03/15/2010 Pay: 03/31 /2010 3! 539.5996 FIRST TRUST FIDAC MTG INCM FD (33734E103; FMY) COM SHS New York Stock Exchange 03/26/2010 18.53000 18.42000 H/L 03/29/2010 18.55000 18.40000 H/L 18.475000 4) 500 BLACKROCK INSD MUN INCOME TR (092479104; BYM) COM New York Stock Exchange 03/26/2010 14.04000 13.95000 H/L 03/29/2010 14.14000 13.99000 H/L 14.030000 Div: 0.072 Ex: 03/11/2010 Rec: 03/15/2010 Pay: 04/ 01/2010 5) 30C AXIS CAPITAL HOLDINGS (G0692U208) PFD SER A New York Stock Exchange 03/26/2010 25.00000 24.56000 H/L 03/29/2010 25.39312 24.99312 H/L 24.986560 Prices for 03j29/2010 adjusted up for dividend(s;: 0.45312 6) 375 PARTNERRE LTD (G6852T204; PREPRC) PFD C 6.75% New York Stock Exchange 03/26/2010 24.73000 24.51000 H/L 03/29/2010 24.89000 24.78000 H/L 24.727500 7) 750 AAG HLDG INC (GFZ) SR DB 7.250 34 New York Stock Exchange 03/26/2010 24.41850 24.10000 H/L 03/29/2010 24.49000 24.13600 H/L 24.286125 8) 750 ALABAMA PWR CO (010392553; ALF) NT SR AA 5.625 New York Stock Exchange 03/26/2010 25.57000 25.35110 H/L 03/29/2010 25.65156 25.60056 H/L 25.543305 Prices for 03/29/2010 adjusted up for dividendts; 0.35156 9) 375 BAC CAP TR VIII (055187209) GTD CAP SECS New York Stock Exchange 03/26/2010 20.89000 20.78000 H/L 03/29/2010 20.90000 20.81000 H/L 20.845000 16,863.75 18,244.88 150.00 9,970.95 7,015.00 36.00 7,495.97 9,272.81 18,214.59 19,157.48 7,816.88 Page 1 This report was produced with EstateVal, a product of Estate Valuat-ions & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.1.1) Date of Death : Os!=5,'_,'0 Estate of: FCatheryne Spera Va?uat~o^ Dat e: X %.B..0X AcX~:n *_: Joseph Spera Trust f/b/o F:atheryne Spera Prccess~_ _ ~u t~. _,. _.,'~0 Report T~rpe: Date of Death Nu~rtber of Securities: 53 File ID: k:atheryrie Spera Estate 5_~:ares 3e~ari-_- N,ean and/or Div ar.d Int Security ~_ rar =~~=t~-~~:~ion High/Ask LowiB~d Ad_us tments Accruals Value i0; ~7'I ~?=.~~ ~AP TR X ;;055189203; BACPRB) --._ ~=.C ... X o Pd~v, _., r;; Mock Exchange ~_-~~~%Xl~ 20.90000 20.7-000 H/L C~ ~;i~_-_p 20.89000 20.,,000 H/L 20. 825000 7,809.38 ._.-: C.~9X2 Ex: 03/24/2010 Rec: 03/26/2010 Pay: X /29/X10 :146.48 il) 675 BNY SAP IV ;095566201) PFD TR E5.8750 New York Stock Exchange 03;25/2010 25.81000 25.750Cv^ H/~ 03/29/2010 25.87000 25.75000 H/L 25. 795000 17,411.63 12) 300 FPL GROUP CAP TR I (30257V207) PFD 1R 5.8750 New York Stock Exchange 03/25/2010 25.52850 25.08000 H/L 03/29/X10 25.42000 25.10040 H/L 25. 282225 7,584.67 13) 1050 ASSURED GUARNTY MUNI HLDGS INC (3 1769P506) NT 6.250 2102 New York Stock Exchange 03/26/2010 17.84380 Mkt 03/29/2010 17.75000 Mkt 17. 796900 18,686.75 14} 300 FORD MOTOR CREDIT CO LLC (3453973 01; FCJ) NT 7.60 2032 New York Stock Exchange 03/26/2010 24.03000 23.90000 H/L 03/29/2010 24.05000 23.65000 H/L 23. 907500 7,172.25 15) 40C GABELLI DIVD & INCOME TR (36242H5 00) PFD SER D New York Stock Exchange 03/26f2010 25.60000 25.16000 H/L 03/29/2010 25.43990 25.20000 HfL 25. 349975 10,139.99 16) 300 GENERAL ELEC CAP CORP (369622519; GEC) PINES 6.1% 32 New York Stock Exchange 03/26f2010 24.95000 24.80000 H/L 03/29/2010 24.99000 24.80000 H/L 24. 885000 7,465.50 17} 375 GENERAL ELEC CAP CORP (369622527; GEA) PINES 6.625% New York Stock Exchange 03/26/2010 25.16990 25.01000 H/L 03/29/2010 25.29000 25.12000 H/L 25. 147475 9,430.30 Div: 0.41406 Ex: 03/24/2010 Rec: 03j26j2010 Pay: 03/29/2010 155.27 18) 675 GOLDMAN SACHS GROUP INC (38144X50 0; GSPRB) PFD 1/,coo B New Ycrk Stock Exchange 03/26/2010 25.34000 25.15000 HfL 03/29/2010 25.35000 25.12000 H/L 25. 240000 17,037.00 19) 675 HSBC HLDGS PLC (404280604; HBCPRA) ADR A 1/40PF A New York Stock Exchange 03/26f2010 22.70000 22.49900 H/L 03/29/2010 22.87000 22.70000 H/L 22. 692250 15,317.27 Page 2 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If ycu have questions, please contact EVP Systems at (8181 313-6300 or www.evpsys.com. (Revision 7.1.1) Date of Death: ~ ~=~'-CiC Estate of: ICatheryne Spera Valuation Date : .~ _~ ~C1C Account: J csepr. Spera Trust fib!o Katheryne Spera Processing Dar e: _~'~ _ __ ,G~~" Repart Type: Date o Deat Number of Securities: 68 rile TD: :Gtherl-r:e Spera Estate Shares Secur~~~y Mean and/or D_v and int Security or Par ~_sc~-i~tior High/Ask Low/Bid Adj:s~ments AX ruals Value 20; 75 ~~iOF~F.~'V CASE CAP XIV ^-8122F207 ) ~RP SX N _ .. 0 N~h, ':ors S~Xk Exchange ~-,2ci~01~- 24.62000 24.29000 H/L C~~/~„~~2C_0 24.69000 24.32000 H/L 24.480000 1,836.00 21) 375 MBNA ~AP D ,55266J200; -'RIPS D 8 . =25 0 New YX~: Stock Exchange X /26/2010 25.48000 25.34000 H/L C3/29/X10 25.62780 25.27780 HfL 25.431400 9,536.78 Prices far 53/29/2010 adjusted up for dividend(s): 0.5078 22) 300 MERR?LL LYNCH CAP TR III (5902502 07; MERPRP) PFD GTD TRX62 New York Stock Exchange 03/26/2010 23.47000 23.24000 H/L 03/29/2010 23.50000 23.28000 H/L 23.372500 7,011.75 23) 750 MORGAN STANLEY CAP TR IV (6174622 05; MWG) GTD CAP 6.25%33 New York Stock Exchange 03/26/2010 22.58000 22.33000 H/L 03/29/2010 22.58000 22.31000 H/L 22.450000 16,837.50 Div: 0.39062 Ex: 03/15/2010 Rec: 03/17/2010 Pay: 04/O1j2010 292.97 24) 750 PfORGAN STANLEY CAP TR V (61746620 6; MWO) CAP SEC5.75%33 New York Stock Exchange 03/26/2010 21.40000 21.16400 H/L 03/29/2010 21.43937 21.21937 H/L 21.305685 15,979.26 Prices for 03/29/2010 adjusted up for dividend(s): 0.35937 25) 675 PNC CAP TR D (69350H2O2; PNU) CAP SECS 6.125 New York Stock Exchange 03/26/2010 23.97000 23.81000 H/L 03/29/2010 24.00000 23.78000 H/L 23.890000 16,125.75 26) 400 PPL ENERGY SUPPLY LLC (69352J883; PLS) SR NT 70 0746 New York Stock Exchange 03/26,2010 26.07000 25.95000 H/L 03/29/2010 26.14750 25.90750 H/L 26.G18750 10,407.50 Prices for 03/29/2010 adjusted up for dividend(s): 0.4375 27) 500 PFL CAP FDG INC (69352P889; PLV) SR NT New York Stock Exchange 03/26%X10 25.67000 25.29000 H/L 03/29%2010 25.53000 25.41000 H/L 25.475000 12,737.50 Div: C.42813 Ex: 03/11/2010 Rec: 03/15/2010 Pay: 04/01/2010 214.07 28} 675 PPLUS TR 173941X601; PJI) CTF GSG-1 A 60 New York Stock Exchange 03/26f2010 22.49000 22.28750 H/L 03/29/2010 22.50000 22.28000 H/L 22.389375 15,112.83 Page 3 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.1.1) Date of Death: 03/28; ~_., ~~~~:-e ~_. Katheryne Spera Valua tion Date: 03/28/201:, Account: Joseph Spera T,-,_,~~ - ~ Ka t'~er,~ne Spera Proce ssing Date: 12/_:6; ,_, ;_ _ _ ,-:~e ~at_ of Death ^:~~~i __ ~ ~~ur~~?es: 58 r_~~_ ?~: Kat~:e__.;ne Spera Estate Shares Securit,,- Mean and/or ;~~~; a.:d :__ Security or Par Descrin~.io^ 'nigh/Ask Low/Bid Adjus tments ~c~~_:~~_s Value 291 540 PPLUS TR 73941X874; P-iE: GSG-2 A 5.~5° New York =,.,,Ck Exchange 63/26/2010 21.52000 21.31000 H/L 03j29j2010 21.60000 21.45000 H/L 21. 470000 13,740.80 30) 1350 PRE-ERRED PLUS TR 7cOc34642; FJT' GEC-1 A 5.050 New York Mock Exchange 03/26/2010 23.39000 23.35990 H/L 03/29/2010 23.40000 23.30000 H/L 23. 362475 31,539.34 31) 900 PUBLIC STORAGE (74460D380) PFD F i/1000 New York Stock Exchange 03/26/2010 23.27000 23.07020 H/L 03/29(2010 23.17000 23.01000 H/L 23. 130050 20,817.05 Div: 0.40312 Ex: 03/11/2010 Rec: 03/1 5/2010 Pay: 03/31/2010 3,52.81 32) 300 ROYCE VALUE TR INC ,;780910402) PFD STK 5.900 New York Stock Exchange 03f2b/2010 24.86000 24.70000 H/L 03/29/2010 24.89000 24.67000 H/L 24. 780000 7,434.00 33} 600 USB CAP X (91731L207; USBPRI) PFD New York Stock Exchange 03/26/2010 24.59000 24.48000 H/L 03/29/2010 24.62000 24.48000 H/L 24. 542500 14,725.50 34) 10000 GENERAL ELEC CAP CORP MTN BE (36962G3 K8) New York Bond Exchange DTD: 10/19/2007 Mat: 10/19/2012 5.250 03/26/2010 107.23180 Mkt 03/29/2010 107.29960 Mkt 107. 265700 10,726.57 Int: 10/19/2009 to 03/28/2010 231.88 35) 10000 PENNSYLVANIA ST GO BDS FI (70914PGF3) Financial Times Interactive Data DTD: 06/05/2008 Mat: 08/01/2011 50 03/26/2010 106.04100 Mkt 03/29/2010 106.01300 Mkt 106. 027000 10,602.70 Int: 02/01/2010 to 03/28/2010 79.17 36) 25000 LANCASTER PA SCH DIST GO BDS (514383NL8) Financial Times Interactive Data DTD: 11/01/2003 Mat: 05/01/2012 5.25% 03/26/2010 106.47100 Mkt 03/29/2010 106.40700 Mkt 106. 439000 26,609.75 Int: 11/01/2009 to 03/28/2010 535.94 37) 25000 MARYLAND ST CAP IM PT (574192X60) Financial Times Interactive Data DTD: 03/17/2005 Mat: 02/15/2018 5% 03/26/2010 114.91100 Mkt 03/29/2010 114.91100 Mkt 114. 911000 28,727.75 Int: 02/15/2010 to 03/28/2010 7.49.31 Page 4 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.1.1) Date of Death: 03/28!20".0 Esta~e of: k:ather~>>ne Spera Valuat ion Date: 03/28/20"'0 Accoun t: Joseph Spera Trust r/bjo K:atherne SpA~"a Proces sing Date: 12/06, _„ R~pc~"t Type: Date .,_ Death tiiiT~7e~ C . SeC~;r~~_es. ~5 File X: Ka~~'^.er .,ir~e Spera Estate Shares Securit~; Mean and/or Div and,nt Secure-.,- or Par Description H_ gh?ASk Law/Bid Adjustments Accrual:- Value 38; 25000 ALLEGHENY CNTY P A HIGHER ED BL RED REV E v-..728RDN6; Financial Times interactive Data DTD: 12/O1fX05 Mat: 03/Ol/20i5 4~ 03/26/2010 105.61600 Mkt 03/29/X 10 105.61600 Mkt 105.616000 5,404-00 Int: 03/01/2010 to 03f28/20"~0 75. 0 39) 20000 NEW JERSEY ST TR ANSN TR FD AUT TRANSN SY ;5461355J8) Financial Times interactive Data DTD: O1f19/2005 Mat: 12f15/2015 5.25% 63/26/2010 112.60700 Mkt 03/29/X10 112.60700 Mkt 112.607000 22,521.40 Int: 12/15/2009 to 03/28/2010 .400. 42 40) 25000 HAWAII ST G 0 BDS (4197803 Z2) Financial Times Interactive Data DTD: 03j23/2006 Mat: 03/01/2016 5a 03/26/2010 114.31900 Mkt 03/29/2010 114.31900 Mkt 114.319000 28,579.75 Int: 03/01/2010 to 03/28/2010 93. 75 41) 20000 UNIVERSITY ILL UNIV REVS REV BDS (914353QB6) Financial Times Interactive Data DTD: 06/01/2003 Mat: 04/01/2016 50 03/26/2010 105.99200 Mkt 03/29/2010 105.99200 Mkt 105.992000 21,198.40 Int: 10/01/2009 to 03/28/2010 491. 67 42) 25000 DAUPHIN CNTY PA GEN AUTH HEALT REV BDS (23825ECH5) Financial Times Interactive Data DTD: 06/24/2009 Mat: 06/01/2017 5.250 03/26/2010 104.42200 Mkt 03/29/2010 104.42000 Mkt 104.421000 26,105.25 Int: 12/01/2009 to 03/28/2010 426 .56 43) 10000 SEATTLE WASH MUN LT & PWR REV IMPT & RE (8126422W5} Financial Times Interactive Data DTD: 03/15/2001 Mat: 03/01/2019 5.5% 03/26/2010 103.23600 Mkt 03/29/2010 103.23600 Mkt 103.236000 10,323.60 Int: 03/01/2010 to 03/28/2010 41 ..25 44) 25000 PENNSYLVANIA ST TPK COMMN TPK SUBORDI NA (709223VL2) Financial Times Interactive Data DTD: 01/22/2009 Mat: 06/01/2019 3.125% 03/26;2010 94.08400 Mkt 03/29/2010 94.08400 Mkt 94.084000 23,521.00 Int: 12/01/2009 to 03/28/2010 253 .91 45) 10000 STATE PUB SCH BLDG AUTH PA REV LEASE R EF (85732PBF6) Financial Times Interactive Data DTD: 01/15/2007 Mat: 10/01/2019 4.50 03/26/2010 104.01800 Mkt 03/29%2010 104.01800 Mkt 104.018000 10,401.80 Int: 10/01/2009 to 03/28/2010 221 .25 46) 10000 HARTFORD CONN GO BDS i4164145W6) Financial Times Interactive Data DTD: 03/10/2009 Mat: 08/15/2020 40 03/26/2010 102.11600 Mkt 03/29/2010 102.11600 Mkt 102.116000 10,211.60 Int: 02/15/2010 to 03/28/2010 47 .78 Page 5 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (81B) 313-6300 or www.evpsys.com. (Revision 7.1.1} Dare c~ Death: 03/28/2010 Estar_e of: 1<atheryne Spera .a~~a*_~ on Date: 03/28/2010 Accoun t: Joseph Spera Trust f/b/o Katheryre Spera r~~_e_s irlg Dare: 12/G6;2010 Repor~ Tape: Date o`_ Death Nurcer of Securities: 68 File ID: F:atheryne Spera Estate S hares Security Mean and/or Div and Int Security o r ?ar Description Hie ~:;'._~; mow/Bid Adjustments Accruals Value ;7 50000 ERIE CNTY PA GO BDS ~951?3NT~ Financial Times Interactive Data DTD: 09/15/2009 Mat: 09/01/2021 3.7°0 03/25/2010 100-03800 Mkt 03/29/2010 100.03800 Mkt 100.038000 50,019.00 Int: 03/01/2010 to 03/28j2010 138.75 48 20000 EUGENE ORE ELEC UTIL REV ELEC UTIL 2:8'91WF0 Financial Times Interactive Data DTD: 06/01/2002 Mat: 08/01/2022 50 03/26/2010 103.82900 Mkt 03/29/2010 103.82900 Mkt 103.829000 20,765.80 Int: 02/01/2010 to 03/28/2010 158.33 49; 10000 DERRY TWP PA GG BDS (250061HX9; Financial Times Interactive Data DTD: 02/01/2008 Mat: O8f15/2022 40 03/26/2010 100.72500 Mkt 03/29/2010 100.72500 Mkt 100.725000 10,072.50 Int: 02/15/2010 to 03/28/2010 47.78 50,` 10000 NEW YORK N Y GO BDS (64966HGW4`r Financial Times Interactive Data DTD: 03/05/2009 Mat: 03j01/2023 50 03/26/2010 107.98000 Mkt 03/29/2010 107.98000 Mkt 107.980000 10,798.00 Int: 03/01/2010 to 03/28/2010 37.50 51) 25000 DISTRICT COLUMBIA REV REF REV B (254839L5C) Financial Times Interactive Data DTD: 07/27/2006 Mat: 10/01/2023 5% 03/26/2010 100.27500 Mkt 03/29/2010 100.27500 Mkt 100.275000 25,068.75 Int: 10/01/2009 to 03/28/2010 614.58 52; 10000 READING PA SCH DIST GO BDS (755638RN5) Financial Times Interactive Data DTD: 07/01/2003 Mat: 01/15/2024 50 03/26/2010 103.04700 Mkt 03/29/2010 103.04700 Mkt 103.047000 10,304.70 Int: 01/15/2010 to 03/28/2010 101.39 531 25000 WEST MIFFLIN PA AREA SCH DIST GO BDS (954498QT1} Financial Times Interactive Data DTD: 02/01/2009 Mat: 04/01/2025 50 03J26/2010 108.19400 Mkt 03/24/2010 108.19400 Mkt 108.194000 27,048.50 Int: 10/01/2009 to 03/28/2010 614.58 54; 25000 PHILADELPHIA PA GO REF BD (717813KE8) Financial Times Interactive Data DTD: 05/01/2008 Mat: 12/15/2025 5.250 03/26/2010 105.85300 Mkt 03/29/2010 105.86300 Mkt 105.863000 26,465.75 Int: 12/15/2009 to 03/28/2010 375.52 55; 10000 BALTIMORE CNTY MD REV REV BDS (059151BA7) Financial Times Interactive Data DTD: 11/09/2006 Mat: 09/01/2026 5% 03/26/2010 102.64500 Mkt 03/29/2010 102.64400 Mkt 102.644500 10,264.45 Int: 03/01/2010 to 03/28/2010 37.50 Page 6 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818; 313-6300 or www.evpsys.com. (Revision 7.1.1) Date of 5e a__", C";_gj2G10 Estate of: B.atheryne Spera Va~uac_cr. Fa_e ,~ ~~i2G10 Accou': t: J oseph Spera Trust f/b/o Ka theryne Spera Processi^~ Da-=: -_='i~~=%2G°-0 Report Type: Date of Death Number of S ecurities: 59 File ID: Ratheryne Spera Estate Sr:=~- e~ Sec.:ri~~~ Mean and/or Div and Ir.t Security ~_ 2ar Description Higr:/fi_sk Low/B_d Adjustments Accruals Value 56 SQuB NOrWIN PA SCH DIST GO BDS ;569543~Gc Fi:~ancial Times Interactive Data DTD: 64/25/2007 Mat: 04/01/2027 3.25 03/25/2010 84 .83200 Mkt x3/29/2010 84. 8200 Mkt 84.832000 21,208.00 Int: 10/01/2009 to 03/28/2010 399.48 57; 16660 MARPLE-NEWTOWN PA SCH DIST SCH DIST ~;571353G`?'1; Financial Times Interactive Data DTD: 04/O1f2009 Mat: 06/01/2027 4.750 u^3/26/2010 165 .15400 Mkt 03/29/2010 105 .15400 Mkt 105.154000 10,515.40 Int: 12/01/2009 to 03f28/2010 154.38 58) 10000 OCTORARA PA AREA SCH DIST GO BDS (675740ML5i Financial Times Interactive Data DTD: 03/15/2009 Mat: 06/01/2027 4.45% 03/26/2010 102 .87800 Mkt 03/29/2010 102 .37800 Mkt 102.878000 10,287.80 Int: 12/01/2009 to 03/28/2010 144.63 59) 50006 SARASOTA CNTY FLA PUB HOSP BRD REV REF B (803300CZ3 ) Financial Times Interactive Data DTD: 09/01/1998 Mat: 07f01/2028 5.5% 03/26/2010 106 .44000 Mkt 03/29/2010 106 .43900 Mkt 106.439500 53,219.75 int: Oi/01/2010 to 03/28/2010 664.58 60) 10000 NEW HAVEN CONN GO BDS (645020ZK7) Financial Times Interactive Data DTD: 03/17/2009 Mat: 03/01/2029 50 03/26/2010 105 .05000 Mkt 03/29/2010 105 .06000 Mkt 105.060000 10,506.00 Int: 03/01/2010 to 03/28/2010 37.50 61) 25000 MICHIGAN ST HOSP FIN AUTH REV HOSP REV (59465E3P6) Financial Times Interactive Data DTD: 12/10/2002 Mat: 04/01/2032 5.750 03/26/2010 98 .24100 Mkt 03/29/2010 98 .24100 Mkt 98.241000 24,560.25 Int: 10/01/2009 to 03/28/2010 706.77 62} 10000 DANIEL BOONE PA AREA SCH DIST GO NOTES (236222ET8) Financial Times Interactive Data DTD: 08/15/2008 Mat: 08/15/2032 5% 03/26/2010 104 .23000 Mkt 03/29/2010 104 .23000 Mkt 104.230000 10,423.00 Int: 02/15/2010 to 03/28/2010 59.72 63) 10000 LANCASTER PA PKG AUTH PKG REV GTD PKG R (514372HX2) Financial Times Interactive Data DTD: 09/15/2007 Mat: 12/01/2032 5a 03j26/2010 100 .88100 Mkt 03/29/2010 100 .88100 Mkt 100.881000 10,088.10 Int: 12/01/2009 to 03/28/2010 :162.50 64) 10000 DENTON TEX INDPT SCH DIST G.0 SCH B (249001A99) Financial Times Interactive Data DTD: 11/01/2002 Mat: 08/15/2033 50 03/26/2010 102 .01000 Mkt 03/29/2010 102 .01000 Mkt 102.010000 10,201.00 Int: 02/15/2010 to 03/28/2010 59.72 Page 7 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. ;Revision 7.1.1) Date of Deat~: ..- .- ~-'-0 Valuator. Dates. _- ~"- ~_:_ Estate of: Katheryne Spera Ac_~ou~t : _ -1sev" =_, er1 '"rust f/b/o Katheryne Spera Reoort Type: Date of Death Nurrioer of Securities: 68 File ID: Katheryne Spera Estate ^/ ~ - n~~ Int Security S ~; rCC a~ IC :i: nl.. ~~ _l1 ~ a .a o~ ?a ~ ~ _._ _- _ - _ _ .. High/Ask Low/Bid ~d~ a menu F.cXUal:; Value 55 ' C?C!^C LOS=:-'~ ~'`~~~-= OHIO HOSP REV HOSP FAC (543583FF0 Fir.:~c--ai Mmes Interactive Data -~~D: Xi~~1~_001 Mat: 10/01/2033 5.25% -_ <, ~, y v 7 9. 4 5 5'0' 'fi'r.'- ~~~-c;_`_,~ 99.45600 Mkt 99.=65500 _-.~. =njC;/2009 to 03/28/2010 661 10000 MON2'GOhiER`~ CNTY PA HIGHER ED & REV BDS (613603SH3; Finar.~lal Times Interactive Data rTD: X%19J2009 Mat: 11/15/2034 6.250 03/26/2G10 107.89700 Mkt 03/^9i 2010 107.89500 Mkt 107.896000 ant: 11/15/2009 to 03/28/2010 67) 10000 NXTHSIDE TEX INDPT SCH DIST GO BDS (667027V94) Financial Times Interactive Data DTD: 02/1S/2009 Mat: 08f15/2039 5.1250 03/26/2010 102.46500 Mkt 03/29/X10 102.46500 Mkt 102.465000 Int: 02/15/2010 to 03/28/2010 68) 15000 CENTRE CNTY PA HOSP AUTH REV HOSP REV (156273CD4) Financial Times Interactive Data DTD: 03j26/2009 Mat: 11/15/2039 6.125% 03/26/2010 103.41900 Mkt 03/29;2010 103.41900 Mkt 103.419000 Int: 11/15/2009 to 03/28/2010 Total Value: Total Accrual: Total: $1,089,904.81 258.13 9,946.55 10,789.50 230.90 10,246.50 61.22 15,512.85 339.43 $1,080,194.43 $9,710.38 Page 8 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If y~au have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.1.11 FS7"ATE OF KATI-~EJ4YNE SPFRA SPFRA-GRASS PAR?"NERSHfP VALUA TON REPORT 1V1ARCt-18, 2010 ESTATE GF ~CATHERYNE SPERA SPERA-GRASS PARTNERSHIP VALUA.TfON REPOP,T CONTENTS TRANSMITTAL LETTER ..................................................................................................,..............................1-2 INTRODUCTION Purpose .......................................,,..................,...,........................................ .... 3 .. ........................,............. Standard of v l ....... a ue ............................................,.............................,...........,,.............................................. ...,...3 Approach ................................................................................................................................................... ....... 3 Limiting conditions ..................................................................................................................................... .... 3-4 Sources of information ............................................................................................................................. .......4 DESCRIPTION OF INVESTMENT Spera-Grass Partnership ....................................,,,,.,...............,..,....,........................................................ ...4-5 ECONOMIC AND INDUSTRY OUTLOOK .................................................................................................... ....... 6 National economic outlook ...................................................................................................................... .......8 Local econorny ............ .......................................................................................................................,....,. ..., - 67 Real estate outlook..... ....................,...........................,,....................,.........................................,.......,...... ....8-9 Summary of economic impact on valuation........ .....................,...........,.................,...........,...............,...... ...... 9 DETERMINATION OF VALUE Methods of valuation ............................................,,...,,,...................................,.................,....................... ..9-11 Application of the asset approach ............................................................................................................ ..... 11 Determining net asset value ...................................................................................................................... 11-12 VALUATION DISCOUNTS Nature of the securitylsubject interest ................................................................ 12 ....................................... Partnership characteristics ..... ....................................................................................................................... Discount for lack of control ..... 12 ................................................................................................................ • • ~ •• .• 13--16 Discount for lack of ,.,,.. marketability ...................................................................... . ... 16-19 . . ............................ ..... Summary of various discount for lack of marketability studies .......................................................... .. 19-21 VALUATION CONCLUSION ......................................................................................................................... .....22 ESTATE OF KATHERYNE SPERA SP.ERA~GRASS PARTNERSHIP VALUATfON REPORT CONTENTS (CONTINUED) Exhibit 1 Conclusion of Value --Spera-Grass Partnership ......................................................................23 Exhibit 1A Balance Sheet as of February 28, 2010 -Spera-Grass Partnership ............ ...... ....................24 Exhibit 1B Historic Income Statements --Spera-Grass Partnership ................. .................... .......,........,..,20 Exhibit 2 Mergerstat Minority Discount -Spera-Grass Partnership .................................... ..................,,26 Exhibit 3 Partnership Profiles Summary of Discounts Study - 5 Years - Spera-Grass Partnership .......................................................... . ...................... .. .................27 Appendix A Valuation Analysts' Representation ...................................................................... ...................28 Appendix B Assumptions and Limiting Conditions ................................................................... .............. 29-30 Appendix C Resources ............................................................................................................. .............. 31-32 Appendix D Discount For Lack of Marketabifity ....................................................................... ............., 33-39 Appendix E National Economic Report ...................................... ... ......................................... .............. ~0-~4 Appendix F Summary Spera-Grass Partnership Agreement ........................_..................:....... .............,......~45 Appendix G Curriculum Vitae ................................................................................................... .............. 46-49 '~ BROWN SCMU~TZ SHERIDAN & FRITZ ~ CEP,TIFIED 'UREIC ~.000UPJT.ANTS AND BUSINESS ADVISORS A Professional Corporation T~!s. Cecelia Spera, Executrix 551 Brentwater Raad Camp HiII, PA 17011 Dear tVls. Spera: We have prepared and enclosed our valuation report dated October 14, 2010. The purpose of the valuation is to render an opinion as to the fair market value of the 5Q% partnership interest owned by the Trust under the will of Joseph Spera for the benefit of Katheryne Spera in the Spera-Grass Partnership (Spera-Grass or the Partnership) as of March 8, 2010 for estate tax reporting purposes. We have performed a valuation engagement and present our report in conformity with the standards established by the National Association of Certified Valuation Analysts and the "Statement on Standards for Valuation Services No. 1" (SSVS) of the American institute of Certified Public Accountants. S;~VS defnes a valuation engagement as "an engagement to estimate value in which a valuation analyst determines an estimate of the value of a subject interest by performing appropriate procedures, as outlined in the AiCPA Statement on Standards for Valuation Services, and is free to apply the valuation approaches and methods he or she deems appropriate in the circumstances. The valuation analyst expresses the results of the valuation engagement as a conclusion of value, which may be either a single amount or a range." Our analysis is also in conformance with Revenue Ruling 59-60 (RR 59-60}, which outlines the approaches, methods and factors to be considered in valuing equity interests in closely held corpora#ions for federal tax purposes. The standard of value is fair market value defined in RR 59-60 as "the price at which the property would change hands between a willing buyer and a willing seller when the farmer is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledge of relevant facts." RR 59-fi0 also defines the willing buyer and seller as hypothetical as follows: "Court decisions frequently state in addition that the hypothetical buyer and seller are assumed to be able, as well as willing, to trade and to be well informed about the property and concerning the market for such property," Furthermore, fair market value assumes that the price is transacted in cash or cash equiva{ents. RR 59-60, white used in tax valuations, is also used in many nontax valuations. The premise of value is going concern. The International Glossary of Business Valuation Terms defines "Going Concern" as "an ongoing operating business enterprise," and "Going Concern Value" as "the value of a business enterprise that is expected to continue to opera#e into the future." The financial information contained in this report is included solely to assist in the development of the value conclusions presented in this report, and it should not be used to obtain credit ar for any other purpose. Because of the limited purpose of this presentation, it is an incomplete presentation. We have not audited, reviewed ar compiled this presentation and express no assurance on it. Based on our study anti analysis of the financial information provided to us and the facts and circumstances as of the valuation date, we have concluded that the fair market value, on a nonmarketabEe, tack of contra( basis, of Katheryne Spera's 50% ownership interest in the Partnership as of March $, 2010 is $1,G+10,8x0. 1 210 GRANDVIE~N AVENUE, CAMP HILL, PENNSYLV,4NIA i 701 1 T: 717.7b1.7171 F: 7Z 7.737.b655 227 GRANITE RUN DRIVE, SUITE 200, LANCASTER, PENNSYLVANIA 17601 T; 717.581.1040 F: 717.581.7042 800.294.7360 wviw, bssf. co m This conclusion is subject to the Valuation hnalysts' Representation found in Appendix A of this report and to the Statement of Assumptions and Limiting Conditions found in Appendix B of this report. We have no present or contemplated financial interest in the Partnership. Our fee for this ~,faluation is based upon our normal hourly billing rates and is in no way contingent upon the results of our findings. `te'e have no responsibility to update this report for events and circumstances occurring subsequent to the dote of this report with respect to this investment and our conclusion of value as of March 8, 201.0. We do not purport to be guarantors of value, as reasonable people can differ in their opinion of value of any given Partnership. As such, we assume no responsibility for the inability to obtain a purchase contract for this business interest at this or any value. We have, however, performed conceptually sound and commonly accepted methods and procedures of valuation in determining the opinion of value presented in this report, ~C:~~~ ~7~1°u.- ~~ ~- Reportprepared by: Gayle L. Bolinger, CPAIABV, CFF, CVA, CDFA n . Bruce J. Brown, CPA/ABV, CFF, CVA Camp Hill, Pennsylvania October 14, 2010 2 INTRODUCTION Purpose The purpose of this report is to establish the fair market value of the 50% partnership interest owned by the Trust under the will of Joseph Spera for the benefit of Katheryne Spera, as of March 8; 2010, in the Spera- Grass Partnership {Spera-Grass or the Partnership} far estate tax reporting purposes. Standard of value The term "fair market value" is defined in Revenue Ruling 59-60 as "the price at which the property would change hands between a willing buyer and a wilting seller when the farmer is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledcle of relevant facts." RR 59-60 also defines the willing buyer and seller as hypothetical as follows: "Cc-urt decisions frequently state in addition that the hypothetical buyer and seller are assumed to be able, as well as willing, to trade and to be well informed about the property and concerning the market far such property." Furthermore, fair market value assumes that the price is transacted in cash ar cash equivalents. Approach The valuation process undertaken for this analysis was designed to include consideration of all facts available at the time of this report's preparation. Our approach has been to determine an opinion of value which would provide a fair and reasonable return an investment to an investor or owner, in view of the facts available to us at this time. Our opinion is based on, among other things, our estimate of the risks facing each Partnership and the return on investment which would be required an alternative investments with similar levels of risk. We performed analyses of the financial data provided and considered whether any adjustments might be necessary to present the financial results which might be expected by a hypothetical purchaser, We considered various methods of valuation in this analysis. Both internal and external factors which influence the value of the Partnership were reviewed, analyzed and interpreted. internal factors include the Partnership's financial position, results of operations and the size and marketability of the interest being valued. External factors include, among other things, the status of the industry, the economy and the position of the Partnership relative to the industry. The valuation opinion included in this report assumes that the existing management of the Partnership will maintain the character and integrity of the Partnership through any reorganization or reduction of any owners'lmanagers' participation in the existing activities of each Partnership, Our appraisal of the Partnership as of March 8, 2Q1 ~ was performed in a manner consistent with the guidelines set forth in Revenue Ruling 59-60, X1959-1 C.B. 237}. limiting conditions We have no present or contemplated financia! interest in the Partnership. Our fee for this valuation is based upon our normal hourly billing rates and is in no way contingent upon the results of our findings. We have no responsibility or obligation to update this report for events or circumstances occurring subsequent to the date of this report. 3 This analysis is based on financia4 information provided to us by representatives of the Partner:>hip and other third parties. ~fVe do not express an opinion or other assurance on the accompanying financial information as it is presented herein. V'~~e have relied upon the representations of the Partner ship's representatives andlor other third parties concerning the value and useful condition of assets awned by the business and any other assets or liabilities except as specifically stated to the contrary in this report. ~r~,'e have not attempted to confirm whether or not all assets of the business are free and clear of liens or en~;.umbrance~s, or that the Partnership has good title to ail assets, or if there are unreported liabilities or significant contingencies. Sources of information In performing our v~rork, we were provided with andlor utilized various sources of information, including (but not limited to}: • Balance sheets for the Partnership as of February 28, 2010 prepared by Brown Schultz Sheridan & Fritz from information provided by the Partnership's representatives • Operating or partnership agreements for the Partnership • Federal income tax returns, Form 1065, for the Partnership for the tax years ended C>ecernber 31, 2007, 2008 and 2009 prepared- by Brown Schultz Sheridan & Fritz UVe also relied on real estate appraisals prepared by Walters Appraisal Services, Inc., E-Earrisburg, Pennsylvania. Additions! resources are f fisted in Appendix C. QESCRIPTION OF INVESTMENT Spera-Grass Partnership Spera-Grass Partnership (Spera-Grass or the Partnership) was formed in 149arch 1969 with Joseph J. Spera and Alex Grass each owning a 50% interes#. A First Amendment to the Partnership Agreement, dated March 26, 1973, identifies the business of Spera-Grass as one consisting of "such real estate and related operations as the partners may from time to time agree upon." This Agreement supersedes any prior agreemen# or understanding regarding the conduct of business. As of the valuation date, Mr. Spera's 50% interest was owned by a trust under the will of Joseph J. Spera for the benefit of Katheryne T. Spera, and Alex Grass owned the remaining 50% interest. Ownership transfer Per the Agreement, a partner must give six month's written notice to withdraw from the Partnership. The remaining partner has six months to purchase the interest of the withdrawing partner. The purchase price, determined by the fair market value of the interest at time of notice to withdraw, will be paid in full at the time of purchase. ~ If the remaining partner does not choose to purchase the interest, then the Partnership shall terminate. A termination and dissolution may not occur during any period in which a building is under construction or anti{ the financing of the construction has been completed. Amore detailed summary on ownership transfer is included in Appendix F, along with a summary of additional information in the Partnership Agreement deemed pertinent to a hypothetical buyer of a partnership interest in Spera-Grass and, thus, pertinent to this valuation. 4 Rea! estate Spera-Grass owns real estate in Hazelton, Luzerne County, Pennsylvania and on Gettysburg Poad in Lo`r~rer Allen Township, Cumberland County; Pennsylvania. Hazelton property The property consists of an irregular shaped parcel containing 2.81 acres of land improved with cone-story, masonry building containing 40,000 square feet of gross building area. The property is locatr;d at 7~~2 West Broad Street in the city of Hazelton, Luzerne County, Pennsylvania. In addition to the main building, there is a partially below grade storage area and a small second floor mezzanine storage area. These storage areas are excluded from the gross building area. The improvements were originally constructed in 1:he 1960's and are in fair to average condition. The building is used as a retail ~varehouselshowroom and rented by Ollie's Cutlet. Subsequent to the date of this valuation, Ollie's Outlet vacated the premise, but continr,fes to pay rent, The current lease expires in 2013. The property was appraised as of August 27, 2009 by Walters Appraisal Services, inc. (~'Valters}. Vlfalters opined fhat the fair market value of the property is $1,025,000, Based on the location and physical characteristics of the subject property, he believes that a hypothetical sale of the property ~rvould take six months to one year. Lower Allen Township_property The property is located at 2310 Gettysburg Road, in Lauver Allen Township, Cumberland County, Pennsylvania. It consists of an irregular shaped parcel containing three acres of land with approximately 322 feet of street frontage on Spera Drive. Aone-story masonry light industrial building sits on the property and is currently occupied by Rite Aid Print Shop. The site also has been improved with asphalt paving, The improvements appear to be in average condition. The property offers easy access to major traffic arteries, The property was appraised as of August 27, 2009 by Walters Appraisal Services, lnc. Walters opined that the fair market value of the property is $1,750,000, Based on the location and physical characteristics of the subject property, he believes that a hypothetica! safe of the property would take slx months to one year. Financial review The Partnership's balance sheet and historic income statements are detailed on Exhibits 1A and 1B, respectively. Column A, on Exhibit 1A, details the historic balance sheet as of February 28, 2010, the month end closest to the valuation date. In addition to the real estate awned by the Partnership, the Partnership's assets include $429,847 in cash and $41,457 in a money market account. The Partnership had no debt as of the date of the valuation. The Partnership's net income and distributions for the past three years are summarized below: 2009 2048 2007 Pretax income $ 231,101 $ 288,304 $ 240,818 Distributions $ 200,000 $ 300,000 $ 310,000 5 ECONOMIC AND IISCUSTP.Y OUTLOOK It is important to understand that any business, even a small: closely held entry like each of the Partnership, is one of many potential investment opportunities available to a hypothetical buyer under the fair market value standard. An analysis of current and prospective business and economic conditions assists The valuator in determining how investors perceive each Partnership: as well as alternative investment opportunities, as of the valuation date. National economic outlook Source: Nafiorral Economic Reporf.~ February 2010 published by KeyValueData7A~ and used with permission. Summary The economic recession that had plagued the U.S. economy for the last hvo years finally ended late last year. On October 20, 2009, the tJ.S. Commerce Department announced that the U.S. economy had grown during the third quarter of 2009, rising for the first time in more than a year. Confirming the conclusion of the worst U.S, recession in 70 years, the Commerce Department reported that the U.S, gross domestic product (GDP} grew at an annual rate of 3.5% ({ater revised downward to 2.2%} during the July-to-September time period, ending a string of four down quarters and registering the fastest rate of economic growth since the third quarter of 2007. This growth continued strong into the fourth quarter of 2009, with GDP rising by 5.9%---- revised upward Pram an initial estimate of 5.7% and representing the steepest growth rate in six years. Positive as this news was, most economists believe that such a high rate of growth is unsustainable, and will drop to below 3% for the rest of the year. This sluggish grov~th rate would keep unemployment at ar close to 10% for the balance of 2010. As evidence of this possibiSity, the U.S. unemployment rate, which had peaked at 10.2% last October, fell only slightly to 14.0% in November and December and to 9.7% for January and February. These rates do not reflect an increase in jobs--in fact, the number of jobs fell b~y 150,000 in December, by 20,404 in January, and by 36,000 in February--but an exodus from the labor force. All told, the "underemployment rate" stands at 17.3%. A host of economic problems, including massive budget deficits, rising taxes and investor caution, are likely to keep these unemployment numbers high for some time to come, Additional information from KeyValueDataT"' regarding the national economic outlook is presented in Appendix E of this report. Loco! econorr~y The underlying assets owned by the Partnership are located in Cumberland County and Luzf:rne County, Pennsylvania. We have compiled information about the local economies for each location as follows. Luzerne County, Pennsylvania One of the properties owned by Spero-Grass is located in Luzerne County, Pennsylvania. Luzerne County is the most populated county in northeastern Pennsylvania, It is one of the three counties comprising the Scranton-1Nilkes-Barre Metropolitan Area. Its County seat is Wilkes-Barre. According to the U.S. Census Bureau, the County has a total area of 907 square miles, of ~rrhich, 891 square miles are land and 16 square miles are water. As of 2008, the U.S. Census Bureau estimated the population fi at 311,983. Median household income in 2008 was $41,791 compared to $50,702 in Pennsylvania and $52,029 in tfie United States. The unadjusted unemployment rate in the County was 10.9%, 9.2% and 6.3% in March 2010; 2009 and 2008, respectively. The unemployment rate in the Commonwealth was slightly lower than L.uzerne County at 9.4%, 8.0% and 5.2% in 1~larch 2010, 2009, and 2008, respectively. I n 2008, the healthcare and social assistance sector was the largest employer in the Gounty at 15.9%. Approximately 12.8% of the employment in the County is with the government, including the federal, state and local sectors. Of the government jobs, 61.4% were in the local government sector A significant percentage of jobs in the County are also in retail trade (12.8%), manufacturing (12°0} and accommodation and food services (8%}. Major employers include the Luzerne County Government, Wilkes-Barre H+aspital, Social Security Administration and NBC Piftston Merchants, Inc, Cumberland County, Pennsylvania One of the properties ovrned by Spero-Grass is located in Cumberland County. Cumberland County is situated in centra! Pennsylvania and is one of three counties comprising the Han'isburg- Carlisle Metropolitan Statistical Area. The County seat is located in Carlisle which is approximately 25 mites from the state capital in Harrisburg. Cumberland County comprises 550,2 square miles and is 74.9% urban and 25.1 % rural. As of x'.008, the U.S. Census Bureau estimates the population at 229,361. The County's central location provides excellent market access and serves as a major distribution hub for many companies servicing the top metropolitan markets on the east coast. Major employers include the U.S. Navy, Dickinson College, Exel, Inc. (transportation and warehousing Partnership}, Pennsylvania Blue Shield and finro hospitals-Holy Spirit and Carlisle Regional Medical Center. Median household income in the County in 2008 was $60,534 compared to $50,702 for the Commonwealth and $52,029 in the United States, according to the U.S. Census Bureau. The unadjusted unemployment rate in the County was 7.7%, 6.5°lo and 4.0% in March 2010, 2009 and 2008, respectiveiy, The unemployment rate in the Commonwealth was slightly higher than Cumberland County at 9.4°t°, 8.0°l° and 5.2% in March 2010, 2009, and 2008, respectively. Summary of United Slates, state and Iota! economic statistics Unadjusted Unemployment March 2008 March 2009 March 2010 United States 5.10% 8.60% 9.74% Pennsylvania 5.20°I° 8.00% 9.44°I° l.uzerne County 5.34% 9.20°l0 10.90% Cumberland County 4.00% 6.50% 7.70% 2008 Median Household Income $52,029 $50,702 $41,791 $60, 534 7 Rea! estate outlook National In early 2009, RREEF Research's 2009 U. S. Rea! Estate investment ~uttook and Market Perspective wrote: Along with the overall economy, the real estate investment market experienced a dramatic `all in the past year. Following several years of outsized double-digit annual returns; pricing for real estate achieved unsustainably high pricing levels in 2007, #ueled by highly available and inexpensive debt along with unrealistic assumptions regarding future income growth. With the debt markets turning decidedly against commercial properties in 2008, valuations became diffcult to determine and transaction volume fell to levels fast seen in 2003. By mid-2009, the commercial real estate market had worsened. The Korpacz Real Estate Investor Survey, Second Quarter 2009 (Korpacz} entitled, "investors Expect FurEher Value Declines," reports: Troubles are mounting for investors and property owners in the commercial real estate industry due to rapidly deteriorating fundamentals and a stalled investment market that remains in a state of flux. According to Korpacz, weaker fundamentals and value declines extend across ail property types and geographic locations. Respondents to the Korpacz survey believe property values will decline as much as 'I5°!o to 50°Io over the next 72 months across these property sectors; retail, office, industrial and apartment. The average expected value loss across all property sectors aver the next year is 10%. However, with the industry rapidly devaluing itself, Korpacz reports there is concern among the individuals surveyed that property values will erroneously fall too low. Korpacz predicts that overall cap rates will be trending upward for several quarters to come. Local Mr. Walters' appraisals of the properties in Cumberland and Dauphin Counties included the following local real estate information for central Pennsylvania. Luzerne County is located one county beyond Dauphin Gounty to the north east. The local, regional and national economy expanded #hrough 2007. However, increases in interest rates in 2007 slowed market exuberance. As rates fail, available credit is tightening. Properties listed `For Sale' are Fingering on the market longer than previously, resulting in a `buyer's market' perception. National economic uncertainty has impacted. local markets. Much of this negative market perception is attributed to current national trends associated with various `economic bait-outs.' Unemployment levels have risen sharply over the last year amidst a stagnant construction Fndustry. The Focal re~il estate market Fs expected to be sluggish over the next 12 to 24 months. The following excerpt has been taken from the Current Economic Conditions by the Federal Reserve District dated July 29, 2009, also known as The Beige Book, for the Third District -Philadelphia. The Third District of the Federal Reserve Banlc includes eastern Pennsylvania, southern New Jersey and Delaware. Both of the properties discussed in this report are located within the Third District. Nonresidential real estate firms indicated that leasing and purchase activity has remained slow. Vacancy rates have risen in office, industrial and retail buildings. Rents have moved down and landlord concessions have increased, Several contac#s echoed the comment of one who said, "The balance of power has moved back toward the tenant." Contacts also indicated that financing for 8 commercial construction and inves`.rnent rernainea' very difficult. Contacts expect nonresidential real estate leasing and construction activity to remain weak for the next two quarters, at least, but several noted that the Pack of new buildings coming on line this year could move markets closer to balance in early 2010. Summary of economic impact on valuation As of the date of this valuation, March 8, 2010: the recent recession had been declared over. Ho~,r~ever, the impact on unemployment and other economic effects of the recession are projected to be longer lasting. As a result of the recession, unemployment rates unadjusted) increased from March 2008 to March 2010 by 4.6 percentage points {a 90°lo increase) and 4.2 percentage points in the Commonwealth. The status of the real estate market and iota! economy influence the Partnership's appeal to an investor. The real estate market has seen a decline in values since mid-2007 that is projected to continue. Since our subject Partnership owns real estate, a hypothetical investor in the entity may expect higher discounts based on the current state and projections of the real estate industry on both a national and Iota{ 4evel. A prospective investor may also consider other local economic data, such as the unemployment data and median household income, when determining the attractiveness of an investment. Any aspect of an investment that will make the investment less attractive to a potential buyer, such as a weak local or national economy or an industry that is suffering, will justify the use of higher valuation discounts. DETERMINATION OF VALUE iVlethods of valuation There are three broad approaches to the valuation of businesses. The market approach relates :some market value observation to some unit of measure. This approach includes the guideline company method and the merger and acquisition method. The income approach requires some ra#e of return at which to discount or capitalize a stream of earnings. The asset based approach includes an adjusted book value method as wet! as the excess earnings method. Selecting the approach and method to be utilized in a business valuation is a complex and judgmental process. Markel apprgaeh The market approach is based on the principle of substitution where the business interest being valued is compared to similar business interests that have recency been sold to determine an indicated value, Inherent in this approach is the assumption that a buyer would not pay more far an investment than he or she could purchase a similar investment for in the marketplace. The common methods used under this approach are the guideline company method and the merger and acquisition method. The guideline company method compares a company's financial data and ratios to company of similar size in a similar business and then utilizes the guideline company data to derive the value of the subject company. The challenge in applying this method is to find companies which are truly comparable to the subject company. To achieve a meaningful comparison, the "comparable" companies should: • be in the same or a similar line of business as the subject company; • have a similar competitive position within the industry as the subject company; • have similar historical rates of growth as the subject company; • have similar historical and current levels of profitability as the subject company; 9 have a capital structure similar to that of the subject company; a offer a similar product line as the subject corrpar;y; and a be of similar size (relative to sales volume and total assets} as the subject company. VVe utilized research by Partnership Profiles, inc. (PPf j to search for publicly held real estate partnerships and identify comparable or guideline entities in which noncontrolling interests have traded between third parties. PPI provides annual research about certain segments of the limited partnership secondary market and maintains the Partnership Profiles Minority Interest Discount DatabaseT'~ which is an online database that includes detailed partnership data on over 340 publicly held real estate limited partnerships, Spera-Grass owns two properties, awarehouse/retail showroom and a light industrial property. We searched PP1's database in the mini warehouse category which resulted in nine properties with only five of those entities having adequate information about price and net asset value (NAV) to be useful in a market approach. The five entities' properties were limited to only mini warehouses. We also searched PPI in the retail category, resulting in eleven entities with eight of them having adequate information about price and f\AV to be useful in a market approach. A review of the remaining properties revealed that, due to the number, type and location of the properties that are owned by these entities, they are not similar enough to Spera-Grass to be useful in a market approach. We rejected the market approach as our primary valuation method due to a lack of a sufficient number of comparable entities for Spera-Grass. The merger and acquisition method values a company by finding acquisitions of campara~-le, guideline companies in the marketplace and applying multiples that those companies sold at such as price to revenue or price to discretionary earnings) to the subject company data to derive a value. With respect to the merger and acquisition me#hod, we searched the BfZComps and Pratt's Stats databases for sales of entil:ies similar to the subject company. We rejected this method because our search did not produce any transactions in either database. Thus, while we considered the market approach, we did not utilize it to arrive at our final conclusic>n of value. Income approach The income approach is based on the premise that value is equal to the present value of the benefits the investment will produce #o the investor over a reasonable period.of ownership. The two elements of Income approach methods are (1 }the future economic benef~#s expected to accrue to the owner .and {2} the ra#e of return the investor requires to draw him or her to 'the particular investment. These elements determine the indicated value of the investment. This approach is generally appropriate for businesses selling goods and services, It could also be appropriate when there exists a clear pattern of distributions made by a company to its owners. In that case, capitalizing the ongoing cash flows available to an owner would provide an indication of the value of that owner's interest. While we considered this approach to valuing the decedent's interest in Spera-Grass, we were not able to utilize it due to a lack of distribution policy and predictable pattern in distribution amounts. ~Lsset approach The asset approach determines a value for a business interest based on underlying asset values less liabilities, known as net asset value. To apply this approach, an entity's assets and liabilities are adjusted '~lo either fair market value, replacement value or liquidation value. Generally, the net asset value methods are appropriate in limited circumstances. The asset approach might be appropriate when the entity has no earnings history or if a 10 significant portion of its assets are composed of liquid assets, yea! estate, income producing assets such as yenta{ property or a combination of the three. 1~Je determined that the asset approach, specifically the net asset vaiue (NAV) method, is the best method for appraising the value of the investments identified in this report. This is because the underlying assets of the Partnership are the key elements to the success of that Partnership. Furthermore, the Partner:ship's income is generated by yenta! property .rather than the sale of goods and services. This approach requires an adjustment to the balance sheet of the Partnership to reflect all assets and liabilities at fair market value. Application of the asset approach in the case of each Partnership, we utilized the NAV method under the asset approach. This method requires an adjustment to the Partnership's balance sheet to reflect all assets and liabilities at fair market. value. Then, the liabilities are subtracted from the assets to arrive at NAV. In order to apply the NAV method, we must first determine the fair market value of the assets held by the Partnership. We discuss the determination of the fair market vaiue of the Partnership's assets below. Determining net asset value The first step in applying the NAV method is to Testa#e the historic values of the assets and Liabilities reported on the balance sheet to fair market value. The balance sheet for the Partnership as of becemb~3r 31, 2009 is presented in Exhibit 1A (column A), along with adjustments (column B) and the final balance sheet at fair market value (column G). Land, f~urlding and equipment We analyzed the balance sheets far the Partnership as of February 28, 2010 and determined that the value of the yea! esta#e property the Partnership owns must be restated from book value to fair market value, We relied upon the appraisals of the properties awned by the Partnership which were prepare+~ by Walters Appraisal Services, Inc. For all real estate properties, Waiters opined a fair market-value as of August 27, 2009. We analyzed Walters' approach and the methodology contained in each of the appralsa! reports, and we believe his conclusions are reasonable. Although the appraisal date is six months prior to 1:he valuation date of this report, we relied on his opinions of value and utilized these values in the development of a fair market baiance-sheet for the Partnership based on the following analysis. To determine if, in fact, we could utilize the Walter's appraisals as proxies for the fair market valuE;s of the reai estate as of March 8, 2010, we reviewed capitalization rates and researched the state of the commercial yea! estate market over that period. We noted that Industrial real estate capitalization rates rose from the third quarter of 2009 to the fourth quarter of 2409 as reported by PricewaterhouseCoopers' Karpacz Real Estate Investors Survey. The average rate declined from 8,8°lo in the fourth quarter of 2009 to 8.73% for the first quarter of 2010. However, this rate is still higher than the 7.93% rate for the second quarter of 2009. RealtyRates.com reported increased cap rates through the entire period. Increased capitalization rates result in decreased values. As we discussed in the Economic and Industry Outlook section of this report, commercial real estate values declined during 2009 and into 2010. Therefore, we believe Walters' appraisals of the properties are, if anything, overstated relative to the true fair market values as of the valuation date. However, we believe 11 using these appraised values as proxies for the fair market values as of the valuation date provides a reasonable indication of the properties value. V~'e eliminated the real estate, Gvhich is carried on the books at historic cost net of related accumulated depreciation, and substituted the appraised value adjusted to reflect the net proceeds an investor would expect in liquidation, $953;250 for the Hazeltan property and $1,627,500 for the Gettysburg Road property, Even though we have assumed going concern value, a hypothetical investor would estimate the value of the Partnership based on the underlying return of investment he or she would eventually realize. After adjusting the balance sheet for the market value of any real estate holdings, we reviewed the Partners'hip's balance sheet for additional assets that may need to be adjusted to fair market value. The adjusted net asset value of the Partnership is reflected by the fair market value of the asset:> less the fair market value of the liabilities. This result is reflected as total partners' equity and summarized below, Adjustments are detailed on the specific exhibit identified in the fallowing chart: Trust flblo Katheryne Net Asset Vatue Spera ~vvnership (Partners' Equity Interest Exhibit Spera-Grass Partnership $3,052,054 50°l° $1,526,027 1A Because the ownership interest is not readily marketable and has a degree of lack of control, the final step in the valuation process is to adjust the value of the ownership interest for lack of marketability and lack of control. VALUATION DISCOUNTS Nature of the securitylsubject interest For this report, the valuation process analyzed the underlying asset value of the Partnership. However, the value to a business of its various asse#s is not the same as the value of its stock or a similar equity interest. The value of an investment is influenced by many characteristics, including the level of control (or lack ther-eof~ and the degree of marketability (ability to liquidate} in the investment being valued. The valuation methodology tive selected valued the investment on a controlling, marketable basis. However, the ownership interest we valued represents an interest in which there is a lack of control and for which there is not a ready market. Therefore, adjustments for lack of control and lack of marketability are appropriate. Partnership characteristics Partnerships are fEnite-life, self-liquidating investment vehicles formed to acquire, operate and s~311 assets for the benefit ofi their partners. The principal benefit of ownership is economic: partners are entitled to receive distributions of operating cash flaw as well as distributions from the sale of assets as outlined in the partnership agreement. Many partnerships are nontraded investment vehicles designed to be held by the original investors until such time as the partnership or sponsor elects to sell the underlying assets and make liquidating distributions to the partners. Unlike traded securities (such as most stocks and bands), there is not a readily available reference source to assist in establishing a partnership's fair market value. Although there exists a "secondary market" in which partnership interests are thinly traded, the volume is insufficient to constitute a true market. 12 Discount for lack of control A nonmanaging minority member interest lacks control over operations and decision ~~r~aking in the organization, The following is a list of some of the more common prerogatives of control; 1. Appoint management and determine management compensation and benefits 2. Set policy and change the course of business 3. Acquire or liquidate assets 4. Select entities or people with ~+vhich to conduct business 5. Liquidate, dissolve, self out or recapitalize the Partnership fi. Choose timing and amount of dividends or distributions From the above list, it is apparent that the owner of a controlling interest in an entity enjcys some very valuable rights that an owner of a noncantrolling interest does not. Therefore, a discount is necessary to account for the lack of these control attributes. A discount for lack of control is an amount or percentage deducted from the subject pro rata share value of 100% of an equity interest to compensate for the lack of any or ail powers afforded a control position in the subject entity. In order to determine an appropriate discount for lack of control for each subject interest in the Partnership, we consulted two well regarded sources of empirical data on control/minority interests, Mergerstat Review and Partnership Profiles, Inc. (PPI}, Mergerstat® In determining the appropriate minority interest discount for the sub}ect interest in the Partnership, we consulted Mergerstat 2009, a database which summarizes the details of the transactions included in the Factset Mergerstat®/BVR Control Premium StudyT"", The study tracks acquisition premiums far completed transactions involving publicly traded target companies where a controlling interest was acquired. Acquisition prices are compared to historica{ traded prices prior to the announcement of the transaction. The difference between the acquisition price and the historical price represents the premium that the acquirer was willing to pay for an ownership interest with contras. Impiied minority discounts are calculated and presented based on average premiums paid over market as follows: Implied minority discount = 1 - (1~(1 + average contro{ premium}} Mergerstat has been collecting this information from 199fi to present, but because control premiums vary over time, we have chosen to consider the control premiums consisting of data from stock sales during 2004 through 2008. Control premiums also vary between industries. Thus, we considered the Mergerstat data frorn the real estate industry class. Since our search of the real estate industry class yielded only 17 transactions, we also considered the data far all industries. The implied minority or iack of control discounts derived from the Mergerstat data are 19.7% .for the reai estate industry class and 26% for all industry classes. See Exhibit 2. Partnership Profiles, lnc. PPI reports that the most important factors considered by secondary market buyers in pricing units of real estate partnerships are ('I) whether the partnership is consis#ently paying periodic cash distributions and (2} the degree of debt financing utilized by the partnership, fn addition, triple-net-lease rental properties sel! at relatively law discounts based on price to net asset value (NAV}. This is due to distribution leveis which tend to be relatively high compared to other types of real estate partnerships, the long-term nature of the leases and the fact that these partnerships are generally not expected to be liquidated anytime soon. '13 Equity partnerships that are characterized as "distributing" pay regular cash dividends 'ta the equity participants. Investments included in the distributing equity partnerships encompass rn~any types of properties, including apartments, retirement centers, mini-warehouses, industrial warehouses, office buildings, business parks, mobile home parks, shopping centers and various other retail facilities. V~,~ithin the category of equity distributing partnerships, the PPI research distinguishes between partnerships with low or no debt and those with moderate to high debt. The equity distributing partnerships vrith low or no debt have historically sold with a lower discount than those Gvith moderate to high debt as can be seen in Exhibit 3. The five-year average discount for equity distributing partnerships ~~vith little to no debt is 18.8°/4 in comparison to 28.8% for distributing partnerships with moderate to high debt. Nondistributing partnerships or those that hold undeveloped land tend to sell at the highest price to NA~l discounts. Nondistributing partnerships own income-producing real estate but are unable to pay operating. cash distributions due to lack of funds or restrictions in the operating agreement, The five-year average discount for nondistributing par#nerships is 37,8%. PPI's discount study and the results presented in Exhibit 3 are deemed appropriate only for those entities that have not announced liquidation or are not proceeding with the sale of a major asset. An additional survey published by the PPI in 2000 fiound that the average price-to-value discount of partnerships that had announced a definitive plan to Eiguidate in the very near future was 16°l0. This survey included 59 real estate programs and 11 partnerships that owned cable television systems. The survey showed that, once a definitive, near term liquidation plan has been announced, price-ta-value discounts dwindle more for the units of nondistributing partnerships than for partnerships making regular operating cash distributions. Nevertheless, with respect to the real estate partnerships in this survey, the units of distributing partnerships continued to be priced at lower discounts than nondistributing partnerships X16% versus 22%}, probably because if the liquidation plan falls apart or gets delayed, these distributing partnerships would be able to either resume or continue distributions to their limited partners while they wait for the next liquidation opportunity. As we discussed on page 10, PPI's database contains sales of partnerships that were not similar to the Partnership in terms of number, types and location of properties, Nonetheless, we consider the discounts reported by PPI to be an indication of the effect that lack of control has on the price of an investment. Therefore, we utilized PPI's reports of average discounts for partnerships owning all classes of real estate investments, rather than relying on data from just a few transactions, to provide an indication of a discount for lack of contro! for each entity. In 2008, PPI's survey indicated a 2~°!0 overall average price-to-value discount applicable to noncontrolGng interests in real estate programs trading in the secondary market and a 26.4% overall average for the past five years. However, we did not use the survey's total average; instead, we identified which category of entities, as defined by PPi, the subject Partnership. most resemble based on distribution history, level of debt and liquidation plans. The results of PPI's research over the past five years are presented in Exhibit 3. Johnson et al. report in the Comprehensive Guide for the Valuation of Family Limited Partnerships that an analysis of tine valuation discounts in their database indicates a small portion (approximately 9%) of the overall discount i~~ due to lack of marketability, attributable to the transaction taking place in the secondary market. The table below presents the five-year average discount for the types of partnerships discussed in the PP1 study and the removal of the amount of the discount that can be attributed to the increased costs and time associated with transactions that take place in the secondary market. The "net discount for lack of control," the calculation follows, provides an estimate for a reasonable discount for a noncontrolling interest in each type of partnership. 14 PPl 2008 Survey Distributing Distributing Triple-net- Low Debt _ Nigli Debt Nandistributing lease PP4 five-year average discount 18.8°% 25.8% 37,8% 14,2% Less 9°i° (marketability) - 1,7% - 2.3°,/0 3.4% - 1.3% Net discount for lack of control 17.1 % 23.5 /° 34.4% 12.9% PPI 2008 average discount 19,0°% 23.0°io 33.0% 13.0% Less 9~% (marketability) - 1.7% - 2.1 r/° _- 3.0% - 1.2% Net discount tar lack of control 17.3% 20,9% 30,0% 11,8°10 PPI 2000 Surve (Entity in liquidation) Distributing Nondistributing 16.0% 22,0% Less 9% (marketability) - 1,4% - 2.0% Net discount for lack of control 14.6% 20.0% The PPI survey reports the level of discounts from NAV at which minority, noncontroEling interests in nonpublicly traded real estate limited partnerships and real estate investment trusts are purchased in the secondary market. Per PPI, "the results of these surveys are used by real estate appraisers, business valuation professionals and CPAs when valuing noncontrolling interests in entities that own real estate." Furthermore, PPI states that "for the price-to-value discount to be relevant, the interest being valued must be noncontrolling, meaning the holder of such interest cannot control or otherwise influence management decisions involving the entity or its assets." Our subjec# interest is not a pure minority inters:~t nor is it a controlling interest, thus we wilt refer to it as a lack of control interest. Both James Hitchner and Shannon -Pratt have addressed the discount for lack of control for this type of ownership interests. James Hitchner in Financial Valuation Ap~licatians and Models recognizes that "there are varying degrees in ownership from the pure minority interest position to a 100% controlling interest," tpage 384) Hitchner has included in his discussion the exhibit below to show the decreasing level of control frarn a 100°% ownership interest to a pure minority interest. 7 . ~ 00% awnersh+p Control 2. Ownership sufficient to liquidate, merge, etc. Control Interests lnte~esis 3. 51 % operating control 4. 5o°I°-50% ownership 5, Less than 50%, but the largest black of stock ownership Minority 6. Less than 50°/°, but with swing vats powers Minority interests interests 7. Less than 50%, but with cumulative voting pourers $. Pure minority interests The interests surveyed in the PPI are pure minority interests, or category 8, as shown in the Hitchner exhibit. Our subject interest lies within category 4 an Hitchner's scale. 15 Shannon Pratt specifically addressed an ownership split of 50!50 in Business Valuation Discounts and Premiums; Interests of 50% are neither control nor minority. A 50% interest usually can prevent corporate actions but cannot cause them to happen. A 50% interest usualEy lies about halfway between a controlling interest value and a pure minority value. (page 28) Pratt acknowledges that there is no empirical data or study that quantifies an appropriate discount for lack of contro! of a 50% interest, but that a 15°!° discount is sometimes used. if contractual agreements give a particular interest more or less prerogatives of control, then the discount for lack of control should be adjusted accordingly. An interest with less control prerogatives will have a higher discount for lack of control than one with more contro{ prerogatives, as a potential investor will expect to pay less for an ownership interest with less control. Selection of discount for lack of contro! While we have reviewed the discount for lack of control indicated by both the P~fergerstat database and the PPI surrey, both of which indicate a definitive discount in price for an equity interest that Packs the attributes of control, we have placed more reliance on the PPI study as the Partnership more resembles the partnerships included in the PPI study than the entities included in the Mergerstat data. We considered the discount indicated by the 2008 survey as most relevant as the annual average discounts have been declining over the past five years. We also took into consideration the level of control afforded each subject interest, as discussed by Hitchner and Pratt, in determining the appropria#e discount. The chosen discc>unt and the justification for the Partnership follows. Spera-Grass Partnership Because each partner owns a 50% interest, neither partner has a controlling interest or a minority interest. However, we consider a discount for lack of control appropriate because partnership decisions require a unanimous agreement among the partners. The subject 50% interest can prevent partnership actions but cannot cause them to happen. Spera-Grass' large distributions that have been paid out over the past three years and the fact that the Partnership currently carries na debt puts it in PPl's "Distributing-~owlModerate Debt" category. We selected an 8% discount far lack of control, which is approximately one-half of PPI's 20x8 average for that category due to the 50!50 ownership split. Discount for lack of marketability Publicly traded investments are easily marketable, perhaps simply by telephoning a broker, ar~d the seller receives cash in a matter of days. Such is not the case with equity interests in the Partnership. The existence of a ready market for a security is of definite value to the owner, or to a potential buyer, and a stack or investment that possesses such a ready market is worth more than another othernrise similar stock that does not have such a market. The degree of an equity ownership interest's marketability is illustrated below: Highest degree of marketability Registered/Exchange listed/Publicly traded Registered/Exchange IistedlPubliciy traded/Restricted Unregistered/Exchange IistedlPublicly traded UnregisteredlUniisted/Closely held/Potential to go public via l PO Lowest degree of marketability Unregistered/Unlisted/Closely heldlSmall firm not IPO potential 16 Katheryne Spera's equity interest in the Partnership falls within the lowest degree of marketability category. The fact that there is not a readily accessible market for closely held stock or a partnership interest substantially increases the risks of ownership due to an inability to achieve liquidity +~rithin a short period of time. Investors typically prefer ir:.vestments that have access to a liquid secondary market and can be readily converted into cash. Ali other factors being equal, ownership interests vaithout such marketability characteristics will sell at a discount wren compared to interests that include such marketability features, A discount for lack of marketabi{ity, then, acts as a means of equalizing an ownership interest in a closely held Partnership with an ownership interest in a publicly traded stack, which can be sold easily ~L~vithout a material concession in price merely because of the necess'sty of sale. To determine the discount for lack of marketability (DLOM), we utilized the FMV opinions, Inc. database of restricted stack transactions. We also relied upon various studies quantifying discounts for lack of marketability for closely held entities. For many years, these studies were based upon two types of analyses. The first set of analyses measures the difference between the private price of a restricted security, and the publicly traded stack price of the same company. These analyses are referred to as restricted stock studies. The second set of analyses are based on the difference between the initial public offering (IPO) price of a company and transactions of tl~e same company's stock prior to an IPQ. These analyses are referred to as IPO studies. Finally, we considered recent studies of Fong-term equity anticipation securities (LEAPS) which have shed some fight on the minimum discount that one should consider for lack of marketability of balding privately held stack. Restricted stock studies Restricted stock studies look at the issuance of restricted common stock of companies whose stcfck is actively traded on public exchanges. Restricted stock, also coifed letter stock, is the stock of publicly traded companies that is subject to limitations on transfer or trading. Restricted stock is similar to '`freely traded" shares of stock except that they are not registered with the SEC and, for a certain period of time, they are subject to specific legal restrictions on distribution and safe. Typically, the restrictions pertain to; 1. Contractual agreements between the company and the restricted stockholder; 2. Company imposed "blackout" periods; or 3. Restrictions imposed by the SEC. The provisions of contractual restrictions and blackout periods can apply to the registered and unregistered shares of a publicly traded company and cab vary significantly on a case-by-case basis. Restrictions impaled by the SEC are defcned by specific rules and are applicable to the unregistered shares of a publicly-traded company. One method of disposing of a block of restricted stack would be in a private placement. 1Nhen restricted stock is purchased from an issuer in a private placement, the stock is generally subject to an initial holding period. During the time that most of the restricted stock studies were conducted, this holding period was two years. However, in April '1997, SEC Rule 144 was amended and the holding period was decreased to one year, After the holding period expires, the purchaser is able to "dribble out" the stock. Thus, it is important tc} note that a publicly traded company's restricted stock is identical in every respect to its publicly traded shares except for the applicable restrictions. Because private placement transactions are reported to the SEG, the private placement price can be compared to the exchange-traded price of the same but unrestricted stock on the same day. This ability to 17 compare such paired transactions forms the basis of the restricted stock studies and their coilectiwe p~err~ise - since the restricted stock participates in dividends: voting and other rights enjoyed by the holders of the unrestricted shares, the price discounts on restricted stacK are due solely to their impaired marketability. SEC Accounting Release No. 113 acknowledges that restricted stocks lack marketability and, therefore; provides insight that relates to the restricted stock studies being presented: Restricted stocks are often purchased at a discount: frequently substantial, from the market price of outstanding unrestricted securities of the same class. This reflects the fact that securities which rannot be readily sold in the public market place are less valuable than securities which can be sold, and also the fact that by the direct sale of restricted securities, sellers avoid the expense, time and public disclosure which registration entails. A discussion of each study is contained in Appendix Q. While the reported average discounts have ranged from 13% to 45%, two-thirds of the studi~;s performed found the average discount falling between 25% and 36%. Overall, however, there has. been a trend toward lower discounts. The reason may be that, since the early 1990s, Rule 144 permits the public sale, 'sn ordinary trading, of limited amounts of restricted securities without registration when certain conditions are met, As stated previously, the SEC amended Rule 144 to shorten the effective holding period 1`or restricted securities from two years to one year and increase their liquidity. This new rule was effecti~re beginning April 29, 1997. However, while this change in the holding period for Rufe 144 transactions benefits holders of restricted stock, it has no impact on the liquidity or marketability of noncontrolling interests in closely held entities such as the Partnership that are never expected to become freely traded. Pre-1P~ studies The early focus of Pack ofi marketability studies was the comparison of restricted stock prices to unrestricted stock prices. Analysts and researchers acknowledged that a difference still remained in the discount between a purchase of restricted stock that would eventually sell on the open market and the discount for a closely held stock that may never be publicly traded, To identify this discount, prices of private transactions were compared to the prices after the initial public offering by using data in the registration statements when the company filed with the SEC to sell to the public. Three firms have performed this type of study: Robert W. Baird & Partnership, lne. ++under the direction of John D. Emory}, Willamette Management Associates and Valuation Advisors, LLC. -These studies are also discussed in Appendix D and summarized belovti+. The pre-iP0 studies show higher average marketability discounts as compared to the restrictive stock studies. The pre-1P0 studies support a discount of approximately 45% while the restrictive stock studiE~s support a discount of approximately 30%. Due to the more recent time periods for these studies, son}e valuators believe the -PO-implied discount for lack of marketability is a truer measure for closely held securities than the restricted stock studies. However, many of the transactions in these studies involved tech or dot.com companies which, as the Emory s#udies indicated, result in higher discounts, LFAPS studies Buyers of certain securities can insure against price declines by purchasing protective puts on the underlying security. While most put options are short-term, longer put options called long-term equity anticipation securities +;LEAPS) exist. 18 LEAPS are {fisted options that grant the buyer the right, but not the obligation, to sell a specified amount of the underlying asset at a predetermined price an or before a given date. These options offer price protection for up to two years into the future-a time frame similar to restrictions originally placed by the SEC on the securities that formed the basis for the earlier restricted stock studies. Thus; LEAPS protect against a price drop during the specified period. Robert Trout, PhD and author of a 2x03 LEAPS study, believe: that the data concerning the relative cast of puts as an insurance premium suggests that the minimum discount that one should assign for the lack of marketability of hoSding privately held stack is at least 24%. Appendix D also contains a discussion of these studies. Summary of various discount for lack of marketability studies Based on the above studies, the fallowing similarities andlor differences should be noted in comparing a noncontrolling interest in a closely held business such as Spero-Grass to those of the studies: 1. The smaller the company (i.e., revenues, earnings, market capitalization) the larger the adjustment for lack of marketability. 2. The issuers of restricted stock are publicly traded companies and an active market already exists for their stock. However, many closely held businesses will never be traded. The owners of an interest in Spero-Grass do not have access to an active market for their member interest. 3. Publicly traded companies normally offer dividends andlor a record of share price appreciation. However, many closely held businesses do not offer either. 4. Purchasers of restricted stock were usually institutional investors with investment goals and risk criteria far different than the purchaser of an interest in a closely held business, 5. Purchasers of restricted securities fully intend to market the purchased securities in the future, knowing that a ready market will exist in time. In short, the lack of marketability studies reinforce the belief that privately held noncontrolling interests should be significantly adjusted as compared to publicly he{d minority interests. FM'V Restricted Stock StudyT"' database The restricted stock transaction database utilized in the FMV studies discussed in Appendix Q is available as a web-based tool for quantifying marketability. In compiling the data, FMV Opinions employs a comprehensive screening process that eliminates approximately 95% of al! restricted stack placements to ensure, among other criteria, that the placements were arm's length transactions, Users can search this database by specifying any of the following variables: • individual four-digit SIC (Standard Industry Classification) code • An industry (a range of SIC codes} • A range of marketability discounts • Financial data (including total revenues, pretax income, net income, total assets, book value and market capitalization} • Transaction details (including transaction date, registration rights and trading volume ratio) 19 VVe could not find any transactions for companies comparable to the Partnership in terms of type of business. Therefore, we searched for small companies with assets less than $5 million and total revenues of less than $1 million. lNe limited our search to transactions with atwo-year holding period that occurred in the last 20 years. Our search identified 17 transactions, These transactions have a mean and median discount of 26%. The underlying companies are already publicly traded and the restricted stock carried a t~vo-year holding period, The Partnership, in contrast, is not publicly traded and has no prospects of going public, Minority interests in private companies should typically be considered less marketable than restricted stock in public; companies, because interests in private companies have no market, whereas public companies have already-es#ab{ished trading markets far their shares, and their restricted shares wilt eventually became fully tradable in those markets, simply with the passage of time. Mandelbaum decision in Bernard Mandelbaum et al, v. Commissioner tT,C. Memo 1995-255}, the Court recognized and accepted the 35% and 45% discount results of the restricted stock and IPO studies, respectively, and applied its own qualitative assessment of nine factors that would increase; decrease or have no effect on these benchmarks for lack of marketability. The factors considered by the Court were: 1. A financial statement analysts. 2. The company's history of paying dividends and the amount of such dividends. 3. The nature of the company, its history, its position in the industry and its economic outlook:. 4. The company's management and their profit motivation. 5. The amount of control in transferred shares. 6. Restrictions an transferability of stock. 7. An investor's expected holding period for stack to realize a sufFicient profit. 8. The company's redemption policy. 9. The costs associated with making a public offering of the company's stock. Many of these factors overlap those implicitly or explicitly considered in the discount studies and in Revenue Ruling 59-59. A significant number of tax court cases discuss, justify and apply discounts for lack of control and lack of marketability. However, we have not relied upon the court cases to develop or substantia#e our recommended adjustments to our indicated value. Rather, we acknowledge these cases as evidence that courts have recognized that such adjustments are appropriate and necessary to value the Subject Interes# at the appropriate 4evel of value - in this case, a noncontrolling, nonmarke#abie interest. Discount for lack of marketability applied We specifically considered the following factors affecting marketability and transferability of the subject interest: 1) The average discount indicated by the restricted stock and pre-1P0 studies identified in Appendix D is about 29% and 44%, respectively. We have placed more reliance on the restricted stock studies, in general, and the more recent FMV Opinions and f'luris Valuation Advisors in particular. • FMV Opinions. These studies are long-term with a large number of more recent transactions 20 m Plut7s Valua+ion ~1c+~~+sors. ; hese were recent secondary market, investor-i:o-investor transactions-the type of transaction the sale of a Pack of control interest such as an interest in the Partnership would resemble. 2} The FMV searchable database indicated a discount greater than 26%. 3} We considered the LEAPS studies as an indication of the minimum discount, specifically the Seaman 2 study which evaluated the effects of size and risk on discounts related to options ~vvith tu~o-year expiration periods. This study resulted in a mean and median discount of 31%, 4) The lino! step in determining an appropriate discount for lack of marketability is the consideration of company specific factors that affect the discount. The subject interest addressed in this report is closely held. We analyzed the Partnership and have listed general factors that affect marketability of the Partnership and identifiied each factor as "negative," increasing the DLOM, and "positive," decreasing the DLOM. Our analysis and the concluded DLOM for our Subject interest is as follows: sera-Grass Partnership • Financial statemenf analysts and general r~esirabilify. Spero-Grass has realized relatively consistent revenues and pretax income over the past three years. The Partnership carries no liabilities. (Positive} • Size of block. The Subject Interest being valued is a 50% member interest with a value of $1,403,945 before the application of a DLOM. Due to the size, the universe of potential buyers with the financial wherewithal to purchase the blocks is reduced. (Negative} Transferability ol^ subject interest. The operating agreement places restrictions on the sale or transfer of a member's interest, possibly delaying a payout to a partner selling their interest by six months. The timing of a withdrawal or sale of an interest is also limited by the current activity of the Partnership. (Neutral) • iconomic ouflaok. As stated in the national economy section of this report, the economic condition of the real estate market has been deteriorating since mid-2Q07. There are no prospects for a quick recovery. The local economy and the commercial real estate market in both Cumberland and Luzerne County, where the Partnership's property is located, have also been negatively impacted by the recession. (Negative) These factors, as well as the other considerations discussed in this section of the report, fed us to select a 28% discount for lack of marketability to be applied to the indicated value of the subject ownership interest in the Spera~Grass Partnership. The financial performance of the Partnership is attractive and the restrictions placed on the transfer of an ownership interest are not that egregious; however, these factors are offset by the size of the block and the current economic outlook. The chosen discount is slightly lower than the average al our FfVkV search, the Pluris study and the Seaman 2 LEAPS study. We believe that the attributes of the Partnership warrant a discount lower than the average indicated by these sources because it is an attractive investment. The application of the Pack of control and lack of marketability discounts leads to a fair market value of $1,010_,800 an a nonmarketable, lack of control basis. See Exhibit 1. 21 VALUATION CONCLUSION We have performed a valuation engagement, as that term is def;ned in the Statement on Standards for Valuation Services No. 1 (SSVS) of the American institu`e of Cerified Public Accountants, of certain investment interests owned by Katheryne Spera as of her date of death, March 8, 2010. This valuation +rras performed solely to assist in the determination of the value for estate tax purposes. The resulting estimate of value should not be used for any other purpose or by any other party for any purpose. This valuation engagement was conducted in accordance with the SSVS and the professional standards of the National Association of Valuation Analysts. The estimate of value that results from a valuation engagement is expressed as a conclusion of value. There were no restrictions or limitations in the scope of our work or data available for analysis. Based on our analysis as described in this valuation report, and the facts and circumstancE:s as of the valuation date, the estimate of value of the 50% ownership interest in the Spera-Grass Partnership is $1,010,800. This conclusion is subject to the Valuation Analysts' Representation found in Appendix A of this report and to the Statement of Assumptions and Limiting Conditions faund in Appendix B. We have no obligation to update this report or our conclusion of value for information that comes to our attention after the date of this report. Report prepared by: Gayle L. Bolinger, CPAIABV, CFF, CVA, CDFA Bruce J. Br vvn, CPA/ABV, CFF, CVA Camp Hiil, Pennsylvania October 14, 2010 22 Spera-Grass Parnership Conclusion of Value Exhibit 1 Valus on a control, marketable basis Discount for Pack of control Value on a lack of controi, marketable basis Discount for lack of marketability Value of subject interest Rounded $ 1,526,027 3°!0 X122,082) 1,403,945 28% X393,105) $ 1, 010, 840 Exhibit 1 A 23 Spera-Grass Partnership Balance Sheet as of February 28, 2010 Exhibit 1 A Assets Cash AI(V1 investment Land, building and equipment (net) Haze{ton property Gettysburg Road property Total assets Liabilities & Equity Member's equity Tota{ liabilities and equity A B Fair Market `Ja`ne Historic Ad;ustments C Fair NEarket Value Balance Sheet $ 429,847 $ 429,847 41,457 41,457 723,518 $ 229,632 953,250 524,187 1,103,313 1,627,500 $ 1,719,109 $ 1,332,945 $ 3,052,054 $ 1,719,109 $ 1,332,945 $ 1,719,109 8 1,332,945 Katheryne Spera's percentage ownership interest Katheryne Spera's fair market value capital account $ 3, 052, 054 $ 3,052,054 50.00% $ 'i,526,027 24 Spero-Grass Parknership Historic income State~~~ents Exhibit 1 B Income Gross rents Reimbursements Total income Opera#ing expenses Insurance Legal & professional fees Repairs Taxes & licenses Utilities Tota! operating expenses Operating income before depreciation Less: Qepreciatian Operating income after depreciation [nvestmen# income Pretax net income Distributions Source: Partnership's federal tax returns 2009 source: SSSF Tax Worksheet For the Year Far the Year Far the Year Ended Ended Ended 12!31!2009 12!31!2008 12131!2007 $ 309,680 $ 306,180 $ 307,575 42,358 67,337 49,818 352,038 373,517 357,393 12,223 10,611 1+0,882 8,161 4, 000 2,405 27,435 1,423 36,820 53, 500 57, 217 55,169 2,006 1,976 1,864 103, 325 75, 227 107,136 248,713 298,290 250,257 17,735 11,191 11,191 230,978 287,099 239,466 123 1,205 1,752 $ 231,101 $ 288,304 $ 240,818 $ 200,000 $ 300,000 $ 310,000 25 Spera-Grass Partnership Pvlergerstat Minority Discount Exhibit 2 lndustry Class: Alf lndustry Average Acquisition Number of Year 5 2004 322 Year 4 2005 391 Year 3 2006 454 Year 2 2007 491 Year 1 2008 294 Five year weighted average Selected * Formula: 1-(11(1+Average Premium Paid)} C7 2049 FactSet Mergerstat, LLC. A11 Rights Reserved. lndustry Class: Real Estate Acpuisition Number of Year 5 2004 8 Year 4 2005 4 Year 3 2006 3 Year 2 2007 1 Year 1 2008 1 Five-year weighted average Selected * Formula: 1-(1J{~+Average Premium Paid)} ©2x09 FactSet Mergerstat, LLC. All Rights Reserved. Average Control 34,74`.% 34,50% 31.51% 31.47% 35.70% Average Control Premium 18,70% 33.13% 14.73% 15.17% 28.10% Implied Minority 23.51 25.65% 23.96% 23.94% 36.10% 26.00% 26.00% Irnpiied Minority 15.75% 24.88% 12.84% 13.17% 19.70% 26 Spera-Gass Partnership Partnership Prcfiies Su;~nmary of Discounts Study - 5 Years Exh~~bi; 3 Five-Year Average average discount average yield Equity--Distributing (low or no debt) '18.8% 7.4°;° Equity--Distributing (moderate to high debt) 25.8°io 5.2~/° Equity--Nondistributing 37.8% 0.0°I° Triple-I~et-Lease 14.2% 8.6°.i° 2008 average 25% # partnerships average discount average yield Equity--Distributing (low or na debt) 9 19.0% 6.8% Equity--Distributing (moderate to high debt) 7 23.0% 3.4°,'0 Equity-Nondistributing 28 33.0°io fl.0% Tripie-Net-Lease 14 13.0% 7.4`Y° Source: 2DD8 Fxecufive Summary Report on Partnership Re-Sa?e Discounts, Partnership Profiles, lnc. 2007 average 27% # partnerships average discount average yield Equity-Distributing (low or no deb#) 9 20,0% 7,3°Jo Equity-Distributing {moderate to high debt) 7 25.0% 4.4% Equity-Nondistributing 24 39.0% 0.0% Triple-Net-Lease 11 9.0% 7.3°!° Source: 20D7 Executive Summary Report on Partnership Re-Sale Discounts, Partnershrp Profiles, Inc. 2006 average 29% # partnerships average discount average yield Equity-Distributing {tow or no debt} 6 20.0% 6.8% Equity--Distributing (moderate to high debt) 7 28.0% 5.8°'° Equity--Nondistributing 26 37.0% 0.0°Io Triple-Net-Lease 12 17.0% &.4% Source: 2DD6 Fxecufive Summary Report on Partnership Re-Sale Discounts, Partnership Pro#les, Inc. 2006 average 28% # partnerships average discount ;average yield Equity--Distributing (law or no debt) 19.0% -'.6% Equity--Distributing (moderate to high debt) 24.0% 5.3°~° Equity--Nondistributing 42.0% Triple-Net-i_ease 18.0% 10.0% Source: 2DD6 Fxecufive Summary Report on Parfnershir~ Re-Bar's Discounts, Partnership Profiles, Inc. 2004 average 23% # partnerships average discount average yield Equity--Distributing (low or no debt) 15 16.0% 8.6°/° Equity--Distributing (moderate to high debt} 19 29.0% 6.9% Equity--Nondis#ributing 12 38.0% Tripie-Net-Lease 23 14.0% 9+.7% Source: Comprehensive Guide fo the Valuation of Fami?y Limited Partnerships, Seconded., Partnership ,,°ro rles, !nc 27 Valuation Analysts' Representation -Appendix A A, The analyses, opinions and conclusion of value included in the valuation report are subject to the specified assumptions and limiting conditions identified in Appendix B: aid they are the personal analyses, opinions and conclusion of value of the valuation analysts. B. The economic and industry data included in the valuation report have been obtained frog various printed or electronic reference sources that the valuation analysts believe to be reliable (any exceptions should be noted}. The valuation analysts have not performed any corroborating procedures to substantiate the data. C. The valuation engagement was performed in accordance with the American {nstitute of Certified Public Accountants` "Statement on Standards for Valuation Services" and the "Professional Standards" of the National Association of Certified Valuation Analysts. D. The parties for which the information and use of the valuation report is restricted are identified; the valuation report is not intended to be and should not be used by anyone other than such parties. E, The analysts' compensation is fee-based and is not contingent on the outcome of the valuation. F. The valuation analysts have no obligation to update the report or the opinion of value for information that comes to his or her attention after the date of the report. G. We relied upon an appraisal of the Partnership's rea! estate holdings prepared by WaltE:rs Appraisal Services, Inc. Their opinions and work are safely theirs, and we assume no responsibility for them. Gayl ~.. Boll er, CPA/ABV, CFF, C , CDFA Bruce J. Bro ,CPA/ABV, CFF, CVA Qctober 14, 2010 28 Assumptions and Limiting Conditions -Appendix B 1. The conclusion of value arrived at herein is valid only for the stated purpose as of the dates of the valuation. 2. Financial documents and other related information provided by Spera-Grass Partnership (Spera-Grass or the Partnership) ar their representatives, in the course of this engagement, have keen accepted without any verification as fully and correctly reflecting the enterprise's business c:onditions and operating results except as specifically noted herein. Our Firm, Brown Schultz Sheridan ~x Fritz (BSSF}, has not audited or reviewed the financial statements provided to us and utilized herein. Accordingly, we express no audit opinion or any other form of assurance on this information. 3. Public information and industry and statistical information have been obtained from sources we believe to be reliable. However, we make no representation as to the accuracy or completeness of such information and have performed no procedures to corroborate the information. 4, The conclusion of value arrived at herein is based on the assumption that the current level of management expertise and effectiveness would continue to be maintained, and that the character and integrity of the enterprise through any sale, reorganization, exchange or diminution of the owners' participation would not be materially or significantly changed. 5. This report and the conclusion of value arrived at herein are for the exclusive use of our client for the sole and specific purposes as no#ed herein. They may not be used for any other purpose or by any other party for any purpose. Furthermore, the report and conclusion of value are not intended by the authors and should not be construed by the reader to be investment advice in any manner whatsoever. The conclusion of value represents the considered opinion of BSSF, based on information furnished to them by the Partnership and other sources. 6. Neither all nor any part of the contents of this report (especially the conclusion of value, the identity of any valuation specialist{s} or the firm with which such valuation specialists are connected or any reference to any of their professional designations} should be disseminated to the public through advertising media, public relations, news media, safes media, mail, direct transmittal or any other means of communication without the prior written consent and approval of BSSF. 7. Future services regarding the subject matter of this report, including, but not limited to testimony or attendance in court, shall not be required of BSSF unless previous arrangements have been made in writing. 8. BSSF is not an enviranrnenta{ consultant or auditor and it takes no responsibility for any actual or potential environmental liabilities, Any person entitled fa rely on this report, wishing to know whether such liabilities exist, or the scope and their effect on the value of the property, is encouraged to obtain a professional environmental assessment. BSSF does not conduct or provide environmental assessments and has not performed one for the subject property. 29 Assumptions and Limiting Conditions - Appendix B (continued) 9. BSSF has not determined independently v~~hether the Partnership is subject to any present or future liability refacing to environmental matters (including; but not limited to CEP,CLA!Superfund Liability) or the scope of any such liabilities. BSSF's valuation ta4~es na such liabilities into account, except as they have been reported to BSSF by the Partnership or by an environmental consultant working for the Partnership, and then only to the extent that the liability was reported to us in an actual or estimated dollar amount. Such matters, if any, are noted in the report. Yo the extent such information has been reported to us, BSSF has relied on it without verification and offers no ~~rarranty or representation as to its accuracy or completeness. 1Q. BSSF has not made a specific compliance survey or analysis of the subject property to determine whether it is subject to, or in compliance with, the American Disabilities Act of 1990, and this valuation does not consider the effect, if any, of nortcornpliance. 11. No change of any item in this appraisal report shall be made by anyone other than BSSF, and tive shall have no responsibility for any such unauthorized change. 12. Unless otherwise stated, no effort has been made to de#ermine the possible effect, if any, an the subject business due to future federal, state or focal legislation, including any environmental or ecological matters or interpretations thereof. 13. We have conducted in#erviews with the representative of the Partnership concerning the past, present and prospective operating results of the Partnership. 14. Except as noted, vve have retied on the representations of other third parties concerning the value and useful condition of a1i equipment, real estate, investments used in the business and any other assets or liabilities, except as spec~cally stated to the contrary in this report. We have not attempted to confirm whether or not all assets of the business are free and clear of liens and encumbrances or that the Partnership has good title to all assets. 30 Resources -Appendix C Board of Governors of the Federal Reserve System. Summary of Commentary on Current Economic Conditions. February 2010 Bureau of Labor Statistics. "Labor Force Statistics from the Current Population Survey," United States Department of Labor. www.bls.gav BVR's Guide to Discounts for Lack of f~larketability. Portland, OR. Business Valuation Resources, LLC. 2007 Dowell, Darrell; Gregory Gadawski and Thomas Brown. "2008 Update: i'4~larketability Discounts: A Comprehensive Analysis." The Value Examiner, September/October 2008, pp. 10-33 FactSet Mergerstat, LLC 2009 Fishman, Jay; J. Clifford Griffith and Shannon Pratt. PPC's Guide to Business Valuation. Practitioners Publishing Partnership, 2003 FMV Opinions, Inc. "Determining Discounts for Lack of Marketability: A Companion Guide to the FMV Restricted Stock StudyT""". FMV Opinions, Inc. 2007 Johnson, Bruce A., Spencer Jefferies and James R. Park. Comprehensive Guide far the Valuation of Family Limited Partnerships, 3~a Edition. Dallas, Texas; Partnership Profiles, inc. 2001 -- 2006 KeyValueDataT"'. National Economic Report: February, 2090 Partnership Profiles, Inc. 2008 Executive Summary Reporf on Partnership Re-Sale Discounts. Pallas, Texas: Partnership Profiles, Inc. 2008 Pennsylvania Department of Labor & Industry. Center for Workforce Information & Analysis. March 2010. From www.dli.state.pa.us Pratt, Shannon. Business Valuation Discounts and Premiums. New York, NY: John Wiley & Sons, Inc. 2001 Pratt, Shannon; Robert F. Reilly and Robert P. Schwiehs. Valuing Small Businesses ,and Professional Practices. New 'York, NY: John Wiley & Sons, Inc. 1998 PricewaterhouseCoopers. Korpacz Rea(Estate lnvestory Survey. Second Quarter, 2009 RREEF America. LLC. 2009 U. S. Real Estate Investment Ouflook and Markel Perspective. No. 68, February 2009 Spero-Grass Partnership, 2046-2008 federal tax returns prepared by Brown Schultz Sheridan & Fritz Spero-Grass Partnership, t'/farch 8, 2010 balance sheet and year-to-date income statement prepared by Brown Schultz Sheridan & Fritz from information provided by management Spero-Grass Partnership, Partnership Agreement and First Amendment to Partnership Agreement i 31 i i Resources -- ~ppendE~ C (continued) U.S. Census Bureau, State and Country QuickFacfs. From http:llquickfacts.census.~ov '~~faiters, Jeffrey L. and Dawn R. Sherkzer. Walters Appraisa! Serl~ices, Inc. File #10-1873, February {~, 2010 'JValters, Jeffrey L. and M. Shane Rorke, Walters Appraisal Services, ,'nc. File #10-1872, February 24, 2010 32 Discount For Lack Of Marketability -Appendix D Below are summaries of the studies on discounts for lack of marketability (DLOPJI) referred to in this report. These summaries are taken from an article that appeared in The Valuation Examiner and is referenced n Appendix C. Further information was obtained from Financial Valuation: Applications and Models, also referenced in Appendix C. Restricted Stock Studies SEC Institutional Investor study In 1971, the SEC published a study indicating the amount of discount at vrhich restricted letter stock traded, compared to prices of identical but unrestricted stock, on the open, market. Letter stock is restricted from trading on the open market for a specifically defined period of time, after whi~~h the stock may be freely traded. The difference in price at which fetter stock transactions occur and the price of identical, freely traded stock on the same date, provides evidence of the discount placed on the restricted stock due to its temporary lack of marketability. The average discount .for all of the stocks involved in the SEC study, which covered the period from 1966 to 1969, was 25.8%,. This study also isolated data from companies trading aver-the-counter (OTC) which tends to be more similar to closely held businesses. The average discount for nonreporting OTC companies was 32.fi%. This study remains the most comprehensive restricted stock study. The SEC study indicated the following: • The differences in discounts based on trading market were significant. More than 50% of the OTC nonreporting transactions exhibited discounts exceeding 34%. Type of institutional purchaser and transaction size did not make a significant impact on the discounts. • Companies with smaller revenues tended to self at signifcantly greater discounts. • Earnings of the issuer made an even more significant difference in the size of the dis~caunt than did amount of revenue. (Dorreil, Gadawski, and Brown 13-15, 32) Gelman study In 1972, Milton Gelman conducted a study in which he analyzed 89 restricted stock transactions ; executed by four investment companies over athree-year period, from 1968 to 1970, Based on the nature of the underlying transactions, the blocks could be considered as minority blocks, The stock consisted of shares of large and smali companies, fisted and OTC public companies and purchases were made from selling stockholders as wel! as directly from the companies. Using publiciy ' available financial statements, the author compared the price that the roves#ment companies paid far the restricted securities of a corpora#ion to the market price of publicly traded securities of the same corporation. Gelrnan's study resulted in average and median discounts of 33%. He also found that 59% of the purchases were at discounts of 34% and higher. fDorrell, Gadawski, and Brown 15-'16) Moroney study Robert E. Moroney published an article in the March 1973 issue of Taxes that presented the results of his study of prices paid by 10 registered investment companies for restricted securities. Moroney examined 146 transactions with discounts ranging from 3% to 90% (one transaction occurred at a 30% premium) that resulted in an average discount of 35.6% and a median discount of 3~'..8%. Moroney noted that 64% of the transactions occurred at a discount of 30°I° or greater. (Darrell, Gadawski, and Brown 16-17) 33 Discount For Lack Of Marketability - Appendix D (continued} Maher study In the September 1976 issue of Taxes, J. Michael Maher published his study that compared prices paid for restricted stocks with the market prices of their unrestricted counterparts. ~~~aher studied data from 34 transactions reported by four mutual funds over afive-year period from 1968 to 1973. His study resulted in a mean DL~M of 35.4°i°. Further analysis reveals that 68% of the transactions occurred at discounts of 30% or more. (Dorrell, Gadawski, and Brawn 17-18} Trout study 1n 1977, Robert Trout published a study, also in Taxes, of letter stocks purchased by mutual funds from 1968 to 1972. Trout's study involved 50 purchase transactions that resulted in an average discount of 33.5%. Further, he found that stock traded on a national exchange had a lesser discount than stock traded over-the-counter. (Dorrell, Gadawski, and Brown 16, 32) Standard Research Consultants study In 1983, Charles Stryker and William Pittock of Standard Research Consultants (SRC} tested the applicability of the 1971-SEC study by examining 28 private placements of restricted common stock. The SRC study, which covered transactions from 1978 through 1982, identified discounts from 7% to 91%, with a median of 45%. The results of the study may have been affected by the relative small size of their study universe and the condition of the U.S, equity markets (very depressed) during the later portion of their study. 5RC's study indicated that stocks of companies with larger revenue bases tended to have smaller discounts and the magnitude of the discounts also increased as the number of years of profitability during the five years decreased. The authors did not find a sign ficant difference in the magnitude of the discount based on whether they were traded on a major exchange or not. (Darrell, Gadawski, and Brown 1$; Nitchner 405-406) Wi{lamette Management Associates study Willamette analyzed 33 private placements of restricted stock for the period January 1, 1981 through May 31, 1984. The study results indicated a mean a# 31.2% for the restricted stock transac;tians when compared to the prices of their openly traded equivalents. The early transactions occurred during a depressed stock market and could account far the higher average discount. (Darrell, Gadawski, and Brown 18) Silber study William L. Silber, a professor of finance and economics at New York University, studied 69 private placements of common stack of publicly #raded companies between 1981 and 1988, the results of which appeared in a 1991 article in Financial Analysts Journal. The study indicated a mean discount of 33.8%. Silber concluded that there is a direct relationship between the size of the block (in number of shares} and the discount and an inverse relationship between the dollar size of the issue and the discount. (Dorrell, Gadawski, and Brown 18} 34 Discount For Lack Of Marketability - f~ppendix p (continued) FMV Opinions, inc. study FMV Opinions, Inc. conducted a study of thousands of private placements of publicly traded common stock over the period of July 1980 to January 2605. The sample was "cleansed" to include only common stack placements that were arm's length transactions without registration rights among other criteria. This "cleansing" yielded 329 transactions with mean and median discounts of 25.2% and 22.1 °'°, respectively. The authors found the fofio~~~ing correlations between various characteristics of the issuing entity and the size of the discount: e The discount for lack of marketability is negatively correlated with market value of the issuing entity, revenues, earnings and net profit margin, dividend payout ratio, total assets and size (based on dollar value). • The discount is positively correlated with market to book ratio, stack price volatility, subject block size relative to the issuing entity's stock's trading volume and subject block as a percent of total shares outstanding. • The discount for lack of marketability is not significantly correlated with the issuing company's industry. (Dorrell, Gadawski, and Brown 19) Johnson study The Johnson study covers transactions that occurred during the years from 1991 through 1995, The average QLOM for the 72 transactions observed in this study was 20%, with a range from a premium of 10°!° to a 60% discount. The author attributed the lower discount, relative to earlier studies, to the increased number of investors who entered the market for restricted stock in the five-year period foNowing the SEC adoption of Rufe 144A, which allowed qualified institutional investors to trade unregistered securities without filing registration statements. The holding period for restricted stock in this study was two years. Johnson's study also indicated that positive net income, sales volume, transaction value and net income strength may impact the size of a discount. (Dorrell, Gadawski, and Brown 21) Management Planning, Inc. study This study was conducted by Management Planning, Inc. and includes restricted stock for the period from 1980 through 1996. The study covers a fatal of 53 transactions without registration rights and 27 with registration rights. The findings support the findings of other studies that the DLOM is generally higher €or smaller companies. Qverall, the study found an average discount of 27% far the transactions without registration rights and 12,8% for the transactions with registration rights indicating the strong impact of liquidity an an investment. The authors noted what other resl:ricted stock studies have noted: s The discount varies inversely with size of revenues, earnings, share prices, share price stability and do{lar value of the block transacted. • The discount varies directly with block size as a percentage of average trading volume. (Dorrell, Gadawski, and Brown 21 } 35 Discourt Foy Lack Of Marketability - Appendix D (continued) Columbia Financial Advisors study Katheryn Asc;~wald, ASA, studied the "before ono after" impact of Rule 144 holding-period redt;ction to one year. The study covered two periods. ,lanuary 1, 1986 through April 30, 1997 and i~Aay 1, 1997 tl-~rough December 31, 1998. The average discount for the first groGp vas 21°%° a«d 13e/o ,`or the second group compared to the 35% average indicated by studies prior to 1990 ~.vhen Rule 144A resulted in an increase in the volume of privately placed stock. Ms. Aschwald concluded: "The studies conducted after 1990 are not relevant for purposes of determining discounts for lack of marketability for privately held stock because they reflect the increased liquidity in the market for restricted securities. Such increased fiquidity is not present in privately held securities." (Dorrell, Gadawski, and Brown 21-22) Pluris Valuation Advisors study Espen Robak, CFA, of Pluris developed the LiquiStat database from the secondary market in restricted stock. The study examined 61 arm's length trades in restricted common equity in 100°10 cash for stock transactions. The exact number of days of illiquidity remaining for each block of stock could be estimated by both buyer and seller because the ownership history of the stock was known. The illiquidity discounts in the Pluris study averaged 32.8%, even though the average expected ' period of illiquidity was less than 150 days. Mr. Robak concluded that the LiquiStat transactions j differ from that of private placements in the restricted stock studies in that trey are much better suited for measuring differences in marketability because, as pure investor-to-investor deals, they capture the essence of fair market value. {Dowell, Gadawski, and Brown 22) Pre-iPQ Studies Emory studies .fohn Emory began his studies of pre-IPO discounts while working at Robert 1~'V. Baird & Company and completed the studies in his awn firm, Emory Business Valuation, LLC. Emory has completed nine studies since he published his initial study in 1986. The methodology applied to each study requires a financially sound company and private transactions within five months prior to thE; IPC date. The first eight studies eliminated certain companies, including development-state companies, companies with a history of operating losses and companies with an {PO price Less than $5 per share. His ninth study included dot.com companies for the first time and spanned the period May 1997 through March 2000. Emory raised this question in an article about his eighth study: "The final question to be answered is that if the kinds of discounts found in the above studies are appropriate for promising situations where marketability is probable, but not a certainty; how much greater should discounts be for the more typical company's stock that has no marketability, little if any chance of ever becoming marketable, and is in a neutral to unpromising situation?" 36 Discount For Lack Of Marketability - Appendix D (continued) Emory prepared two studies based en a review of 1,847 IPfl prospectuses during the period May 1997 through December 2000 and divided the results into two categories. The "limited" study analyzed 36 transactions far financially sound companies. This study indicated mean and rnedian discounts of 48% and 44%, respectively. The "expanded" study did not include financial strength as a criteria for inclusion in the study. Emory analyzed 283 transactions and found a mean discount of 50% and median discount of 52%. in ail, Emory analyzed 593 transactions between January 1980 and December 2000. The mean and median discounts for these transactions as a whole were 46°lo and 47%, respectively. {Dorrell, Gadawski, and Brown 23} Willamette Management Associates study Willamette Management Associates analyzed 556 campanies and 1,407 transacticns from 1975 thrcugh 1997. The basis of the studies was similar to the Emory studies-Willamette compared the sale price of stock placed privately before an lP0 to the price at IPO to determine the discount for lack of marketability. However, while Emory analyzed transactions up to five months prior to tha IPO, Willamette looked at transactions that took place from one to 36 months before the IPO. The "trimmed" {excludes highest and lowest deciies of indicated discounts} mean discount fo~~ each time period ranged from 28.9% to 56.8°I°. The average discount exceeded 35% for all but three of the 14 periods studied. The overall trimmed average was 46.1% and the trimmed median discount was 51.9%. The untrimmed mean and median were 44.2% and 50.4%, respectively. Willamette completed an additional pre-IPO study covering the five-year period 1998 through 2002. The study included only private market stock sale transactions conducted on an arm's-length basis. The average and median discounts were 23.9°!° and 31.6%, respectively. The Willamette studies indicated that presumed arm's length transactions taking place within a short time of the actual IP4s occur at substantial discounts to the ultimate public offering price and support the relationship between illiquidity and size of marketability discount indicated by the other studies. (Dorrefi, Gadawski, and Brown 24-25, 32} Valuation Advisors pre-IPO study Valuation Advisors' study is a web-based tool and is updated monthly with new lP0 transac;tions~ and as of December 31, 2007, it encompassed over 3,728 transactions dating from 1995 to 2007. The study compares the iP0 stock price to pre-IPO common stock, common stock options and convertible preferred stock prices. The discount data are disaggregated into three-month intervals for the first 12 months immediately prior to the 1P0. The total average discount approximated ;i0.9% at the end of 2007. However, the study indicated that the longer the holding period, the higher the discount. The studies included dot-com transactions, which is most likely the cause of the higher discount. {Dorrell, Gadawski, and Brovrn 25) 37 Discount For Lack Of Marketability - Appendix D (continued} Long-term equity anticipation securities (LEAPS) studies Trout -Robert R. Trout, PhD, CFA, examined the costs of buying LEAPS puts and determined the relative insurance cost by dividing the put cost by underlying stack prices, The chart below summarizes his analysis. (Dorrell, Gadawski, and Brown 28) O tion Prices of LEAPS -March 2003 Due Janua 200b Com an Stock Price $ Strike Price $ O tion Price $ Premium Amazon 22.69 20.00 5.20 22.,9% Ford 7.45 7.50 2.20 29.5% GM 31.20 30.00 6.70 21.5% Mor an Staple 22.00 i 20.00 4.70 21.4° o Microsoft 23.27 25.99 6.10 26.2% Nextei 12.47 12.50 4.30 34.5°!0 Qlo is 36.24 35.00 7.00 19.3% Qualcom 34.98 35.00 8.80 2~~.2% T co 14.18 15.00 3.00 21.2% Avera e 24.6% Median 22.9% Seaman-Ronald Seaman, ASA, CBA, extended Trout's study to look at the effects of time and risk on sizes of discounts. {Dorrell, Gadawski, and Brown 28j Safe Rank 1 3 S Beta Avera e C.82 1.10 1.87 1 Year Discount Avera e 7.0% 10.6% 20.0% Median 7.3°.~0 9.2% 17.0% Z Year Discount Avera e 9.4% 14.9°l0 30.6% Median 9.3% 13.$% 31.0°l0 Beta is an indication of risk relative to the overall stock market, generally defined as the S&P 500. A beta less than one indicates a stock or company is less risky than the market and a beta grE?ater than one indicates more risk than the general market. The results above were developed from data on publicly traded companies, which are more liquid and generally much larger than many privately held companies. Also, the holding periods are shorter than one would expect with a closely held company, which could be indefinite. Both of these factors suggest a higher discount would be appropriate to apply to the subject interest. 38 i i t The results of all of these studies are detailed below. (Dorreil, Gada;+F~ski, and Brown 32} DLQN~ Studies Source Period # of Transactions Mean Median Restricted Stock Studies SEC Institutional Investor Stud 1966-1969 398 25.8°l0 SEC Nonreportin OTC Com anies 1966-197 0 32.6°/° Gelman 1968-1970 89 33.0% 33.0% Morone 1968-1972 146 35.6% 32.8% Maher 1968-1973 34 35.4% 33.0% Trout 196$-1972 60 33.5% Standard Research Consultants 1978-1982 28 45.0% 45.0% Willamette tVlana ement Associates 1981-1984 33 31.2% 31.2% Silber 1981-1988 69 33.8°!0 FMV 0 inions Two ear hoidin 1980-1997 197 23,4% 21.1°l0 FMV O inions -One ear holdin 1997-2005 132 28.0% 23.7% Johnson 1991-1995 70 20,0°I° Mang ement Plannin ,Inc. 1980-1996 53 27.1 % 24.8% Columbia Financial Advisors 1996-1997 23 21.0°l0 Columbia Financial Advisors 1997-1998 15 13.0% Pluris Valuation Advisors 2005-2006 61 32.8% Overall Mean 29.4% 30.6% Pre IPD Studies Emo #1 1980-1981 13 60.0°!° 66.0% Emo #2 - #7 1985-1995 206 44,2% 42.8% Emo #8 1995-1997 91 43.0°l0 42.0% Emo #9 1997-2000 53 54,0°l0 54.0% Ema Ma 1997 -December 2000 1997-2000 36 48.0% 44.0°Jo Emo Ma 1997 -December 2000 1997-2001 283 50.0% 52.0°/0 Willamette Mana ement Associates 1975-1997 1007 44.2% 50.4% Willamette Mana ement Associates 1998-2002 73 23,9% 31.6% Valuation Advisors, LLC 1994 694 58,2% 63.3% Valuation Advisors, LLC 2000 653 51.8% 56.4% Valuation Advisors, LLC 2001 115 34.4% 37,5% Valuation Advisors, LLC 2002 81 38,6% 42.7% Valuation Advisors, LLC 2003 123 41.3% 40.1% Valuation Advisors, LLC 2004 334 38,2% 40.8% Valuation Advisors, LLC 2005 296 32.9% 38.6% Valuation Advisors, LLC 2006 348 34.9% 39,1 Overall Mean 43.6% 46.3% lnde endent Studies - lndicafJon of "minirrtum discounts" Lon -term E uit Antici ation Securities LEAPS -Trout 2003 24.6% 22.9% LEAPS -Seaman 1, 5R-5 2005 261 20,0% 17.0% LEAPS -Seaman 2, SR-6 2006 261 30.6% 31.0°10 Overall Mean 25.1 % 23.6% 39 National Economic Report -Appendix E Source: National Economic Report: February 201D published by KeyVafueDataT"' and used with permission, U.S. economy The economic recession that had plagued the U.S. economy for the last two years finally ended late fast year, official government reports revealed, On October 20, 2009, the U.S. Commerce Department announced that the U.S. economy had grown during the third quarter of 2009, rising for the first time in more than a year. Confirming the conclusion of the worst U.S. recession in 70 years, the Commerce Department reported that the U.S. gross domestic product (GDP} expanded at an annual rate of 3.5% (revised downward later to 2.2%} during the July-to-September time period, ending a string of four down quarters and registering tf~e fastest economic growth rate since the third quarter of 2007. This good news continued into the fourth quarter of 2009. During that quarter, the U.S. Commerce Departmen# reported on January 29, 2010, the U.S. economy grew even faster-by a strong 5.7°%, a mark that represents the second straight quarter of growth and the fastest economic growth rate in six years. Subsequently, on February 26, the Commerce Department released its revised estimates for economic growth, based on mare complete data than initially available, and these estimates actually showed a slight uptick for the fourth quarter 5.9% instead of 5.7%. The acceleration in real economic growth, the Department said, was due primarily to an increase in inventory investment, a strengthening of nonresidential fixed investment and an acceleration of net exports. Future economic growth Even as this undeniably good news was being reported, however, it was just as quickly being discounted-at least to a degree. This dispatch from Yahoo! Finance was typical of the announcement's coverage; "Analysts warn [that the first-quarter growth rate] is unsustainable. Consumer spending, chilled by double-digit unemployment and scant wage gains, remains weak. And the benefits of government aid and higher company output to feed stockpiles ~Nill dwindle." In fact, the report goes on to Hate that, in order "to drive down the jobless rate by just one percentage point this year, the economy would have to grow by 5% for the whole year. No one thinks that will happen." The February jobs report, discussed below, also failed to produce much relief, As CNBC,com noted, even with the unemployment rate holding steady and the number of layoffs less than expected, "economists and investment analysts said it's still too early to discount the economy's chances of revisiting recession. 'Eight months into the much-touted recovery, the economy should be adding jobs, not just losing jobs at a slower pace,' University of Maryland economist Peter Morici wrote..." Former Federal Reserve chairman Alan Greenspan concurred, declaring on February 23, 2010, that the ongoing economic recovery was "extremely unbalanced," driven largely by high earners benefiting from recovering stock markets and large corporations. 13y contrast, small businesses and the jobless are still suffering from the aftermath of a credit crunch tha# is "by far the greatest financial crisis globally, ever." 1t is, he went on, "really an extraordinarily unbalanced system because we're dealing wi#h small businesses who are doing badly, small banks in trouble and of course there is an extraordinarily large proportion of the unemployed,., who have been out of ~vor~; for more than six months..." . 4d Nations! Economic Report - Appendix E (continued) Federa! b~rdget deficii Federa! budget deficits continue to grow beyond most people's comprehension. Overall, the federal budget deficit for FY 2008 totaled a record $1.42 trillion---more than triple the record of $459 bil}ion set just last year--according to the U.S. Congressional Budget Office (CBO). And Peter Orszag, President Obama's budget director, has predicted that the fiscal 2010 deficit will be na lower. In fact, because of an end-of-the- year spending burst, the federal government is nova on pace for another record-shattering budget deficit of nearly $1.8 trillion. As a result of these growing debt levels and steep spending increases, Congress was forced to raise the U.S. debt limit fate last year by $290 billion, to an historical high of $12.4 trillion, in order to keep the government from defaulting on its obligations. Then, on January 28, the Democratic.-controlled Senate had to raise the U.S. debt ceiling still further, by $1.9 trillion, to another historical high of $14.3 trillion. More fuel was added to the spending and deficit fire on February 1, 2010, when the Obama Administration released its FY 2011 budget. That budget, which covers the period from October 2010 through September 2011., envisions total federal spending of $3.8 trillion--another new record. Tl~e budget does seek to slaw the growth of spending somewhat, and also would pare the deficit from the dire $1.8 trillion predictions down to `only" $1.56 trillion. Nevertheless, the federal government-by the Administration's own accounting--would have to borrow one out of every three dollars that it spends, once again the greatest deficit load in the h'ss#ory of the country. The Administration forecasts an $8.6 trillion increase in the federal debt over this period, but a March 5, 2010, CBO report estimates that the debt bad wi{I actually grow by $9.8 trillion, or $1.2 trillion more. Healthcare reform campaign One of the other long--term threats to federal budget restraint is the Administra#ion's proposed healthcare- reform initiative. Although the measure died on Capitol Hill last fall, the Obama Administration has vowed to secure its passage this spring. The Associated Press reported on February 22 that President E~arack Obama is putting forward a Hearty $1 trillion, 10-year~healthcare plan that would impose punitive price controls on the nation's health insurers while promising to extend coverage to more than 31 million Americans-without, the Administration insists, adding to the federal deficit. The projected increases in federal spending are only part of the reason for the skyrocketing deficits. The other cause is the recession-induced shrinkage in federal tax revenues, A recent Associated Press report described the situation in this way: "The recession is starving the government of tax revenue, just as the president and Congress are piling a major expansion of health care and other programs on the nation's plate and struggling to find money to pay the tab." indeed, "tax receipts are an pace to drop 18% this year, the biggest single-year decline since the Great Depression..." iVleanwhile, at the state level, states experienced a sharp decline in tax collections in the fourth quarter of 2009----a record fifth straight quarterly drop, according to a report released on February 23, 2010, by the Rockefeller institute of Government. Bank failures The number of troubled U.S. banks has surged in recent months. According to a February 23, 2Q10, report from the U.S_ Federal Deposit Insurance Corporation (FDIC}, the number of troubled U.S. banks has climbed #0 702, up from 552 at the end of the third quarter of 2009, 416 at the end of the second quarter, and 305 at the end of the first quarter. The new total represents one of 11 banks in the U.S., and is at its highest level since June 1993. In addition, throughout 2009, 140 banks around the country failed, compared with just 25 failures in 2008--the most bank failures in a single year since 1992, And the numbers continue to grow. On February 19, 2010, federa{ regulators shut down four banks, bringing to 20 the number of bank failures so far 41 National Economic Report - Appendix E continued) in 2010. President Obama's financial rescue program, enacted early in 2009, was supposed to forestall problems like these and to open up credit to small businesses, but it hardly appears to be working. indeed, Fannie Mae, a key subject of the federal rescue, announced that it vdill seek an additional $15.3 million after its tenth straight quarterly financial foss. Stock market Stocks finished strong in 2009, with the Dow ending the year at levels 19% higher than a year earlier. Unfortunately, this strength has not persisted into the new year. By the beginning of February ~:01C), massive selloffs had forced the Dow dovdn below 10,000 for the first time since November, although the index subsequently had recovered and had climbed to more than 10,500 by the end of the first week in March. Dutput and productivity These disturbing signs notwithstanding, the U.S. industrial sector has continued to show u~~nexpected resilience. According to a February 17, 2010, report from the U.S. Federal Reserve, output from the United States' factories, mines and utilities rose by 0.9% in January--the seventh straight monthly improvement-- fallowing arevised gain of 0.7% in December. Manufacturing production also jumped by 1.0% in January, with increases for most major components, white capacity utilization was up by 0.7 percentage points. Additionally, the most recent quarterly findings from the U.S. Bureau of Labor Statistics showed a sharp jump in U.S. labor productivity. As reported in USA Today; "businesses are squeezing more out of their downsized workforces and inching closer to the day they start hiring," Overall, U.S. labor productivity climbed at a 6.2% annual rate in the fourth quarter of 2009, while labor costs fell by 4.4%. Over the past four quarters, productivity has grown by 5.1 %, the fastest pace in eight years. U. S. auto industry After two years of turmoil-including major federal bailouts and the temporary boost from the short-term "Cash for Clunkers" program-U.S, auto markets finally appear to be stabilizing. Last month, Ford Motor Company announced that the company was profitable in 2009- for the f rst time since 2005, and said that it expected to be profitable in 2010 as welt, while General Motors also posted double-digit sales increases. Then, on March 3, 2010, Ford reported that its February sales were up by a stunning 43%, allowing the Dearborn, Michigan, based automaker to surpass GM for the first time in more than a decade. CAM's February sales, meanwhile, were up by 12% year-over-year, while Chrysler's sales were up as well, but by only one- hatf of one percent. Toyota, suffering from massive recalls and a public backlash due to the firm's brake- pedal-defect fiasco, saw sales tumble by 8.7% in February after slipping by 12.0% in January. Unemployment At first glance, despite the massive job fosses and steep rise in unemployment experienced during the United States' nearly two-year recession, the news on the job front appears to have brightened considerably in recent months. As noted above, after spiking to 10.2% in October 2009, the U.S. unemployment rate dropped to 10.0% in November and December, and #hen fell further, to 9.7% in January. The rate remained at 9.7°to for February, as firms shed just 38,000 jobs while the number of those employed edged up by 308,000 after a gain of more than 500,000 in January. As Bloomberg.com had reported fn January, the U.S. lobar market "may be poised to climb out of its deepest stump since World War il." Moreover, the severe storms throughout the United States in February knocked an estimated 0.6% off of total hours worked, indicating that February's 42 National Economic Report - Appendix E (continued) employment actually may be stronger than the raU~ numbers suggest, but analysts caution that it will be at least another month before underlying trends are clear. And yet, while the declines in the unemployment rate are better than increases, they are hardly rosy news, Far instance, in December, when the unemployment rate remained stable, the economy actually shed same 150,000 jobs, Indeed, had the labor force not decreased by a sizable 661,000 during that month, the unemployment rate would have risen to 10,4% instead of remaining the same. Overall, the "underemployment rate," which includes both part-time workers who would prefer a fu11-time job and people who have given up looking for work, stood at 17.3% in December, And the number of "discouraged workers" {those who have dropped out of the job market) climbed to 929,000 in December, the highest levels recorded since data was first kept in 1994. Moreover, the drop in the unemployment does not reflect the creation of new jabs. The number of new jobs is actually declining. Tota! nonfarm payroll employment, for example; dipped by an additional 20,000 positions in January after December's decline of 150,000 positions, and then, a4~ noted, fell by an additional 36,000 in February. Indeed, the number of mass layoffs by U.S, employers actually edged up in January. Other numbers behind the national aggregates continue to be worrisome. In the latest available data, 43 of 50 states reported still-rising jobless rates during December. And unemployment remains stubbornly persistent. In January, a record 6.3 million people---41.2% of the unemployed-had gone without jobs far at least 27 weeks. The average unemployed American has been jobless for more than 30 weeks-another record. Consumer confidence These job figures notwithstanding, The Conference Board's Consumer Confidence Index had continued far some time to edge up. The Index rose slightly in both November and December, and continued to climb in the new year, increasing from 53.6 in December to a revised 56.5 in January (1985 = 100). The Conference Board's Expectations Index likewise increased from 70.3 in November and 75.9 in December and then to a revised 77.3 in January. However, these numbers reversed themselves in February. The Consumer Confidence index plunged sharply that month, failing from 56.5 in January to 46.0---one of the steepest monthly drops on record. In addition, the Expectations Index declined to 63.8 from 77.3 the previous month. Analysts had expected only a mild decline in the two indices, but with the new, profoundly lower figures, the indices now stand at their lowest non-recession points since December 1974. As the Associated Press reported, "American's confidence in the economy has suffered a sudden relapse, dimming hopes that they will start spending-and spurring job growth---any time soon." U. S. housing markef U.S. housing sales continue to s#ruggle to rebound from their two-year-long recession. Previously, sales of new, single-family homes in December 2009 came in at a seasonally adjusted rate of 342,000, according to a January 27, 2010 estimate by the U.S. Census Bureau and the U.S. Department of Housing & Urban Development. The December figure was 7.6% below the revised November annualized rate of 370,000 home sales, which itself was 7.5% below October's level of 400,000. The December figure also was 8.6% below the December 2008 estimate of 374,00 home sales. Those declines continued in January, with new home sales dropping by 11% and plunging to a record low, according to a February 24 report from the U.S. Commerce Department-underscoring, in the words of the Associated Press, "the formidable challenges facing the housing industry as it tries to recover from the worst slump in decades." 43 National Economic Report - Appendix E (continued} A similar downturn has taken place far the sale of existing homes. According to the (`JationaE ,A,ssociation of Realtors, existing home safes in December tumbled by 1G.7% on a seasonally adjusted basis and then dropped again by 7.2°!° in January. lvevertheless, existing home sales remain 1 1.5°~° above levels of one year earlier. tv1ore encouraging still was the February 11, 2010, report from ,RealtyTrac; which indicated that the number of foreclosures actually declined by 10% on amouth-over-month basis in January; the number of foreclosures, however, remain 15% f~igher than levels of January 2009. Consumer and producer prices Consumer prices for ail items edged up by a seasonally adjusted 0.2% in ,Januar}~ after climbing by the same amount in December and following gains in the 0.2% to 0.4% range for the previous four months before that. For 2009 as a whole, consumer prices vrere up by 2.7%. When the volatile food and energy price changes were excluded from the calculations, consumer prices felt by 0.1 % in January after inching up by 0.1 % in December and by only 1.8% for all of 2009. The producer price index for finished goods-often, a harbinger of future consumer price increases- jumped by a sharp, seasonally adjusted 1.4% in January after rising by only a revised 0.4% in December and by a revised 1.5% in November. For al! of 2009, producer prices were up by 4.7%. Ho4vever, with food ar~d energy prices excluded, the producer price index was up by 0.3% in January after holding steady in December. For all of 2009, producer prices rose by only 0.9%-the smallest increase since 2003. 44 Summary Spero-Grass Partnership Agreement -- Appendix F Partnership Agreement Purpose, term and managemenf Section 1: The business of the Partnership shall consist of such real estate and relatea operations as the partners may from time to time agree upon. Section 2: The Partnership shalE continue...until terminated as provided herein or otherwise by agreement ar operation of Raw. Section 4: The partners shall have equal rights in the management of the Partnership busin~:ss, and each partner shall devote such time as may be mutually agreed upon to the conduct of the business. Decisions require unanimous agreement between the partners. Drstrr'bufions Section 3; There shall be no withdrawals of capital ar profits of the Partnership unless agreed upon by both partners. Death, Termination and opfions to purchase Section 7. The partnership shall continue in accordance with the provisions of this agreement, subject only to the provisions far reconstituting the partnership in the event of the death of a partner, and the provisions far termination contained below: (a} Death of Partner. In the event of the death of a partner, the partnership shall not terminate. The interests of the deceased partner shaft, however, cease as of the last day of the month in which he died, and thereafter his estate shall be a partner in his stead, The parties agree that the partnership between the surviving partner .and the estate of the deceased partner and, after the administration of said estate, with those who ultimately succeed to the interest of the decedent, shall continue with this instrument constituting the Partnership agreement without -any necessity for the execution of any further document. The surviving partner shall, however, thereafter be the managing partner. fib} Withdrawal. The partnership shall terminate upon the giving of six months' written notice by either partner to the other of his desire to withdraw, but in no event shall termination and dissolution occur during any period in which a building is under construction nor untik adequate financing has been completed with respect to such construction, in the event of such notice, the remaining partner shall have an option for a period of six months from the receipt of such notice to purchase the interest of the withdrawing partner. The purchase price shall be the fair market value of the Partnership interest being sold as of the date of notice of withdrawal. The purchase price shall be paid in full at the time of purchase, with such division of casts and expenses as is customary wvith respect to similar transactions at such time. If the interest of a partner is attached or taken in execution, or if either partner is adjudicated as bankrupt, makes an assignrrtent far the benefit of creditors or if his interest is made subject to a charging order, such action shall be treated as a notice by him of his intention to withdraw as of the date the action occurs. In such event, the provisions of this subparagraph granting an option in event of withdrawal shall become applicable in aU respects. 45 Appendix G CURRICULUM VITAE OF GAYLE L. ~OL~~~ER, ~PAIAE~V, ~~~', OVA, CDFA EDUCATION Purdue University, Krannert School of Management, Masters of Business Administration Purdue University, Bachelor of Arts Degree CERTIFICATIONS Certified Public Accountant (CPA} since 1978 Accredited in Business Valuation (ABV} by the American Institute of CPAs Certified in Financial Forensics (CFF} by the American institute of CPAs Certified Valuation Analyst (CVA} -awarded by the National Association of CVAs Certified Divorce Financial Analyst (CDFA) -awarded by the Institute of Divorce Financial Analysts EMPLOYMENT Brown Schultz Sheridan & Fritz (Principal). Since 2004, has provided forensic and business valuation services for a wide variety of purposes as well as litigation support consulting and expert witness services for marital dissolution, economic damages and shareholder disputes. Has been qualified as an expert in eight Pennsylvania counties. Lebanon Valley College (Assistant Professor, 2002-2004; Director, West Shore Center, 2000-2()02). Taught undergraduate and MBA accounting courses. Developed and taught course in forensic accounting and fraud examination. Directed operations of College's satellite center in Camp Hill, Pennsylvania. Reinsel & Partnership LLP (Business Valuation Consultant, 1999-2000). Performed business valuations far various purposes including estate planning, shareholder buy-out and succession planning. Dickinson College (Lecturer, 1993-1999). Taught accounting and finance courses. Developed other business courses as necessary. Developed major in international business. Fairfax County Financial Education Center (Program Manager, 1989-1992). Developed and managed an assorted group of financial planning, money management and community relations programs for Fairfax County, Virginia, agency. Recruited, trained and supervised volunteer money management counselors. Created workshops and seminars for County residents on budgeting, investing and the financial implications of divorce. The Catholic University of America (Assistant Professor, 1988-1990 and 1981-1985). Taught undergraduate and Master's level accounting and auditing courses. OTMER EXPERT ENCE National Military Family Association (Chairman/Chief Executive Officer, 1983-1985; Vice President for Planning, 1981-1983). Directed policy formulation and Implementation, strategic planning, budget development and day-to-day operations of 2,500-member organization. Lobbied Congress to improve quality of military life. Secured passage of the Uniformed Services Former Spouses' Protection Act allowing states to treat military pension as marital property. 46 appendix G CURRICULUiVI VITAE OF GAI~LIE L, ~~L[NCIER, SPA/ABV, CAF, OVA, ~D~A PROFESSIONAL AND ~rIVIC ACTIVITIES National Association of Certified Valuation Analysts (NACVA) -Member since 1999 American Institute of Certified Public Accountants (.AICPA} -Member since 1978 Pennsylvania Institute of Certified Public Accountants (PICPA} -Member Pennsyivania Institute of Certified Public Accountants, Government Relations Committee Association of Certified Fraud Examiners (ACFE} Institute for Divorce Financial Analysts {IDEA) -Member Carlisle YMCA -Board member Cumberland Area Economic Development Corporation -Board of Directors PROFESSIONAL ~OURSESISPEECHES/SEIItIINARS Professional Courses: Numerous courses dealing with valuation, fraud examination and litigation support including: • AICPA -National Business Valuation Conference, 2004, 2007 and 2008 • AICPA -Fair Value Measurement Workshop, 2008 • Partnership Profiles, Inc. -Appraising Family Limited Partnerships, 2007 • NACVA -Current Update in Business Valuation, 2005, 2006 and 2009 • NACVA -National Valuation Conference, 2005 and 2006 • PICPA -- Divorce Conference, 1999, 2004 and 2006 • IDEA - Courses required for certification, 2005 • AICPA -National Conference on Fraud and Litigation Services, 2005 • PICPA -Forensic and Litigation Support Conference, 2004 • ACFE -Introduction fo Fraud Examination; 2003 • PICPA -Forensic Accounting, 2002 Speeches and Seminars: • Understanding a Business Valuation Report and the New Valuation Standards, Cumberland County Bar Association, August 2009 • Advanced Topics in Divorce Litigation -Personal and Professional Goodwill, Brown Schultz Sheridan & Fritz Attorney Seminar; October 2008 • Business Valuation Strategies for Small Businesses and the New Valuation Standards, West Shore CPA Group, May 2008 • Making Sense of Business Valuations, Brown Schultz Sheridan & Fritz Attorney Seminar, October 2006 ~ is Your Business Ready for Sale?, Reinsel's Better Business Conference, October 2000 • What's It Worth? -Valuing Closely Neld Partnership, Berks County Chamber of Commerce CEO Roundtable, June 2000 • How fo Read and Interpret a Business Valuation Report, Cumberland County Bar Association, September 1999 • Fairfax County's Financial Education Center, 1989-1992: • Suddenly Single -- Would You Be Prepared ? - Retirement Planning - Women and Their Money • Financial Issues Facing Women in Separation and Divorce 47 Appendix G CURRICULUM VITAE OF ~Rl~~E J. l~RO~lI~, C~'l;~~Bl~, C~~, ~l~~ EDUCATION Lehigh University, Bachelor of Science Degree CERTIFICAT{ONS Certified Public Accountant (Pennsylvania) Accredited in Business Valuation (ABV} by the American institute of CPAs Certified in Financial Forensics (CFF} by the American institute of CPAs Certified Valuation Analyst {CVA} -- awarded by the National Association of CVAs . EMPLOYMENT Brown Schultz Sheridan & Fritz (one of founding Principals, Chief Executive Officer and Shareholder, 1990 to present}. General accounting practice, including representing and advising family owned businesses and other clients in business and tax matters; concentration in business valuations, expert witness for divorce, economic damages matters and forensic accounting matters. EXPERIENCE • Certified Public Accountant since 1974 • Consulting in business valuation matters since 1989 • Consulting on litigation support services for divorce matters since 1989 • Consulting on tax consequences of divorce agreements • income calculations for child and spousal support matters • Consulting in damages assessments since 2004 • Court-appointed expert witness for shareholder dispute (U.S. District Court for Middle District of Pennsylvania) • Consultation in business and tax matters, including cash flow, loan negotiations, tax structuring, buy-self agreements, estate taxation, etc, PROFESSIONAL ANf? CIVIC ACTIVITIES American Institute of Certified Public Accountants -Member since 1974 Pennsylvania institute of Certified Public Accountants (PICPA} -Member since 1974 National Association of Certified Valuation Analysts {NACVA} -.- Member Capital Area Chamber of Commerce -Member Grace United Methodist Church -Finance Committee Member Grace United Methodist Church --Christian Child Care Board of Directors ~- Member Holy Spirit Health System Board of Directors--Vice Chairman Holy Spirit Hospital -- Board of Directors through October 2008; Treasurer and Chair of Finance Committee 48 Appendix G CURF2ICULUM VITAE OF ~RC1C~ ~. ~R~V~1[~, C~AIA~tl, CFA, C1l~ PROFESSIOhlAL COURSES { SPEECHES Professional Courses: AICPA / NACVA l P{CPA: Numerous courses dealing with business valuations including; • Financial Models and Intangible Assets • Valuation of Businesses and Practices • Valuation Reporting Writing • NACVA Annual Business Valuation e Ljnderstanding the Valuation of Tangible Property Conference, 1996, 2001 and 200fi • The CPA and Litigation Support Practices • AICPA National Business Valuation • Valuation Issues in Divorce Settings Gonference, 2G04, 2007 and 2008 • Investigations in Business Valuations • AICPA National Confierence on Fraud and • Rates of Return, Development, Analysis Litigation Services, September 20015 and Application • Appraisal Famify Limited Partnership Ofher: • PICPA Divorce Conference - 1995, 199fi, 1997 and 2009 Speeches: • Dealing with Dirty Tricks in Divorce, Pennsylvania Bar Institu#e (December 2008} • Tax Consequences in Family Law, Avoiding the Pitfalls, Pennsylvania Bar Institute (November 2007} • Sophisticated Issues for Family Lawyers, Pennsylvania Bar Institute (May 2007) • Making Sense of Business Valuations, Pennsylvania Bar Enstitute (December 2006) • Making Sense of Business Valuations, Brown Schultz Sheridan & Fritz (October 2006} • Reading Tax Returns, Dauphin County Domestic Relations (2003 and 2006) • Equitable Distribution Update, Pennsylvania Bar Institute (December 2006) • Discovery in Famify Law Practice, Pennsylvania Bar Enstitute (December 2004} • Business Valuation for Equitable Disfribution, Pennsylvania Bar Institute (December 2001 } • Reading Tax Returns for the Self-Employed Defendant, Domestic Relations Association of Pennsylvania (September 1998} - • How to Use the Tax Code to Facilitate Resolutions, Pennsylvania Bar Institute (June 1998) • Business Valuations in the Divorce Setting., Lancaster Bar Association Famify Law Section (January 1998} • Impact of 1997 Tax Act on Family Law Practice, Pennsylvania Bar Institute Family Lave Update (November 1997} • Analyzing and Quantifying Sweat Equify in Professional Practices; Analyzing Stock Options, Pennsylvania Bar Institute Equitable Distribution Update (October 1996) • Pass-Through Entities in Support and Equitable Distribution Matters, American Academy of ~llatrimonial Attorneys, Pennsylvania Chapter (July 1996} 49 s~ ~, .,, E....~._'• __ .. i L1_ _. c~ t_ ~_ IN RE: THE ESTATE OF II~T THE, COURT OF COMMON PLEAS OF KATHERYNE T. SPERA, :CUMBERLAND COUI~ITY, PENNSYLVANIA DECEASED ~ ~_ :ORPHANS' COURT DIVISION c'r~ C _ ~,... ~_ ~-~~ ~ N0. 2010-0378 CL t--, ~..7 ; ~,~ ~a~ F.1.i .~. ~: '~` ~ ~~-° ~~`~ DISCLAIMER AND RENUNCIATION ~ U-~~J'~ ~~"°=' ~, o `~I, CECELIA R. SPERA, an adult individual residing at 551 Brentwater Road, Camp Hill, Cumberland County, Pernzsylvania, daughter of the above-named decedent, Katlieryne T. Spera (hereinafter "My Mother") who died on March 8, 2010, and the named beneficiary of the residue of 1\7y Mother's estate under ITEM V of her Last Will and Testament dated June 18, 1991, amended by Codicils dated February 26, 1992 and Februal-}~ 20, 1996 (all of which are hereinafter described as the "Will"), do hereby exercise the right granted to me under Chapter E>2 of the Pennsylvania Probate; Estates and Fiduciaries Code; 20 Pa. C.S.A. Section 6201 et seq.; and Sections 2046 and 2518 of the Internal Revenue Code of 1986, as amended (the "Code"), and hereby in-evocabl}~, absolutely and without qualification, forever disclaim, renounce, release and refuse the fractional share of Twenty-Five Percent (25%) of the residue passing under 1:TEM V of My Mother's will, along with all income, interest and dividends received, accrued or payable on such share so disclaimed and all redemption or sales proceeds fi-on~~ such disclaimed assets. And I have not intended to accept or otherwise acted to accept any of the above- disclaimed share since the death of My Mother. Except as specifically provided herein, the within Disclaimer and Renunciation shall not include a disclaimer of anv other interests passin~~ to me as a consequence of the death of~ M}~ Mother, whether distributable to me by sur<~ivorship, operation of law, intestacy.. contract, inter vivos transfer, testamentary disposition pursuant to other Items of My Mother's Last Will and Testament or under the Will of the late Joseph J. Spera. IN WITNESS WHEREOF and intending to be legally bound hereby, and further intending that this Disclaimer and Renunciation be filed with the Clerk of the Cumberland Count,-~ Orphans' Court and a copy delivered to Cecelia R. Spera, as Executrix of the Estate of Kathelyne T. Spera, all as provided in 20 Pa.C.S.A. ~6204(a), I have hereunder set my hand and seal, this T .-. F i i day of , ~'--~. ~.s' ~:.; t ~~: r`` , 2010. _., WITNESS: ~~ ~ DISCLAIMANT: ~.: ;~` ~ ~ '~ ~ J, ~' .9 ~ ,/J A _." '~ Cecelia R. Spera C OMM ONV~-'EALTH OF PENNSYLVANIA ) SS: ,,~,; On this, theE!;~r j~ day of ~~'~ ~~ ~~~~~e~ ~~~-~-~" ~~-- .2010, before me, a notary public, the undersigned officer, personally appeared CECELIA R. SPERA, knov~~ to me (or satisfactorily proven) to be the person whose name is subscribed to the within Disclaimer and Renunciation, and acknowledged that she executed the same for the purposes therein contained. IN V1~ITNESS WHEREOF, I herewlto set my hand and official seal. N~ata1~T Public d t /~~ My *volrimission Expires: (SEAL) c®c~~a~v~d~~,~~~r~i ~>= ~Er~r~~Y~v~t~i Notarial Seal yvonrle +~. Durham, Nota,~~ Public ~ City of !^iarrisburg, Dauphin County ~ d_ t~~•: Ca~ren~ission Expires Aug. 20. ~Q1? ~embei, e'er;, ~sy!vani~~ :association of Notaries II~T RE: THE ESTATE OF IN THE COURT OF COMMON PLEAS OF I~ATHERZ'NE T. SPERA, :CUMBERLAND COUI~TTY, PENNSYLVANIA DECEASED ORPHANS' COURT DIVISION N0. 2010-03 78 ACCEPTANCE The undersigned, Executor of the Estate of Kathelyne T. Spera, does hereby acknowledge receipt of the foregoing Disclaimer and Renunciation of Cecelia R. Spera dated ~a_~,~.,_ ~ f~,. % , 2010 . =~-_. ESTATE OF KATHERYNE T. SPERA `3 !^' Cecelia R. Spera,( Exe ~ t1 iX Sworn to and subscribed before me this ~~..~~,~ day of~'~'~'c~=,~`~~-,2010: ~ r z ;~c ~~..t~ r ,~ ~NO~~ARY PUBLIC ,~~ Y COMMISSION EXPIRES: (SEAL) ~Qr~~of~~v~~x~~r~ ~~ ~~r~~~~t_vA~~~~: j_ Notarial Seal ~ t Yvn~~;~e: ~. Durham, Notary Pubitc ! I City of Harrisburg, Dauphin County ~ fv:y Cornt.~ission Expires Aug. 20, 2013 f~le:nber, ~en;;syivanla kssociation of Notaries ESTATE OF KATHERYNE SPERA, CALCULATION OF RESIDUE AND DISCLAIMED SHARE= Assets Residence ----__ _ 307,975.00 - Bonds - --- _ _ _ 41,560.17 - Miscellaneous, Schedule E - -_ - 83,919.63 433,454.80 Less _ _ TPP and auto -7,235.00 Debts and expenses -97,796.38 -105,031.38 _ 328,423.42 PA Inheritance Tax (all to Estate) _- -106,173.19 Residue ~ 222,250.23 75% of residue = _ -- 166,687.67 12.5% of residue = 27,781.28 __ _ - _- - -- - -- - - -- _.. --- _ - _ I - --- - -- -- - -- - -- - i - -- - -- --- __ __ ____ __ -_ -_ -- -~ _----- --- __ i ' -- - -- 1-- - -- i I i - _ --- - - __ _- __- - - r-- ---- -- ----- - - - -- -- - - ---- ----- -- --- - _ --- _~ - - ---- _ --- _ -- -- ---- - --~ ~ --- - --_ -- -- - - - - 800313 - __ - -- ------ - --- - -