Loading...
HomeMy WebLinkAbout14-2181 Supreme Court of Court of Common Pleas For Prothonotary Use Only: Civil Cover Sheet Docket No: ]Dc=� 4 County /`�- .� tgr The information collected on this form is used solely: for court administration purposes. This form does not supplement or replace the filing and service of'pleadings or other papers as required by lava or rules of court. Commencement of Action: S 0 Complaint El Writ of Summons El Petition ❑ Transfer from Another Jurisdiction ❑ Declaration of Taking E C Lead Plaintiff s Name: Lead Defendant's me: T Dollar Amount Requested: ❑within arbitration limits I Are money damages requested? M Yes No (check one) outside arbitration limits O C N Is this a Class Action Suit? ❑ Yes T No Is this an MDJAppeal? ❑ Yes El No A Name of Plaintiff /Appellant's Attorney: tst.` t_ ❑ Check here if .yore have no attorney (are a Self - Represented [Pro Sel litigant) Nature of the Case Place an "X" to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim, check the one that you consider most important. TORT (do not include Mass Tort) CONTRACT (do not include Judgments) CIVIL APPEALS ❑ Intentional ❑ Buyer Plaintiff Administrative Agencies ❑ Malicious Prosecution ❑ Debt Collection: Credit Card ❑ Board of Assessment ❑ Motor Vehicle ❑ Debt Collection: Other ❑Board of Elections ❑ Nuisance ❑ Dept. of Transportation ❑ Premises Liability ❑ Statutory Appeal: Other S ❑ Product Liability (does not include mass tort) E] Employment Dispute: E Discrimination ❑ Slander /Libel/ Defamation ❑ Employment Dispute: Other ❑ Zoning Board C ❑ Other: ❑Other: , I � Other: O MASS TORT ❑ Asbestos N ❑ Tobacco i ❑ Toxic Tort - DES ❑ Toxic Tort - Implant REAL PROPERTY MISCELLANEOUS ❑ Toxic Waste ❑ Ejectment ❑ Common Law /Statutory Arbitration ❑ Other: B El Eminent Domain/Condemnation E] Declaratory Judgment ❑ Ground Rent M Mandamus Landlord/Tenant Dispute Non - Domestic Relations ❑ Mortgage Foreclosure: Residential Restraining Order PROFESSIONAL LIABLITY ❑ Mortgage Foreclosure: Commercial ❑ Quo Warranto ❑ Dental ❑ Partition ❑ Replevin ❑ Legal ❑ Quiet Title ❑ Other: ❑ Medical ❑ Other: ❑ Other Professional: Updated 1 /1/2011 . Yi €Sty f' t� SUSAN A. ABRAM, ) IN THE COURT OF COMMON Plaintiff ) PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA VS. ) CIVIL ACTION - LAW JOHN ADAMS INVESTMENTS, LLC, ) B Defendant ) NO. NOTICE TO DEFENDANT NAMED HEREIN: YOU HAVE BEEN SUED IN COURT. IF YOU WISH TO DEFEND AGAINST THE CLAIMS SET FORTH IN THE FOLLOWING PAGES, YOU MUST TAKE ACTION WITHIN TWENTY (20) DAYS AFTER THIS COMPLAINT AND NOTICE ARE SERVED, BY ENTERING A WRITTEN APPEARANCE PERSONALLY OR BY ATTORNEY AND FILING IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. YOU ARE WARNED THAT IF YOU FAIL TO DO SO, THE CASE MAY PROCEED WITHOUT YOU, AND A JUDGMENT MAY BE ENTERED AGAINST YOU BY THE COURT WITHOUT FURTHER NOTICE FOR ANY MONEY CLAIMED IN THE COMPLAINT OR FOR ANY OTHER CLAIM OR RELIEF REQUESTED BY THE PLAINTIFF. YOU MAY LOSE MONEY OR PROPERTY OR OTHER RIGHTS IMPORTANT TO YOU. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. CUMBERLAND COUNTY BAR ASSOCIATION 32 SOUTH BEDFORD STREET CARLISLE, PA 17013 TELEPHONE: (717) 249 -3166 SUSAN A. ABRAM, ) IN THE COURT OF COMMON Plaintiff ) PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA VS. ) CIVIL ACTION - LAW JOHN ADAMS INVESTMENTS, LLC, ) Defendant ) NO. COMPLAINT AND NOW come the above -named Plaintiff, by her attorney Samuel L. Andes, and make the following Complaint against the Defendant int his matter: 1. The Plaintiff herein is Susan A. Abram an adult individual who reside at 115 Bryce Road, Camp Hill, Pennsylvania 17011. 2. The Defendant herein is John Adams Investments, LLC a limited liability company organized under the laws of the Commonwealth of Pennsylvania with its registered office at 115 Bryce Road, Camp Hill, Pennsylvania 17011. 3. Plaintiff is married to Adam C. Abram, one of the owners and managers of Defendant. 4. At various times starting in 2009 and continuing through 20 March 2014, Plaintiff, at the request of the LLC and its two managers, performed accounting and managerial services for Defendant. Plaintiff's responsibilities increased during that time and, as a result, the compensation to which she is entitled also increased. 5. Attached hereto, and marked as EXHIBIT A is an invoice from Plaintiff to Defendant dated 25 March 2014 which accurately lists the hours she worked to perform the accounting, bookkeeping, and managerial services for Defendant. 6. The hours of work listed on EXHIBIT A are accurately and correctly reflect the number of hours Plaintiff performed her services for Defendant during the time listed on the Exhibit. 7. The rate of compensation listed on EXHIBIT A is a fair rate for the services performed and is consistent with rates paid for similar services in the Central Pennsylvania area at the time those services were performed. 8. Plaintiff's services to Defendant directly benefitted Defendant and Defendant has retained the benefits conferred upon it by Plaintiff's services. 9. Defendant has not paid Plaintiff for her services, despite her requests that she be paid. 10. Defendant's failure and refusal to pay Plaintiff for her work has injured Plaintiff in the amount of $82,915.00 which is the reasonable compensation for the services provided by Plaintiff to Defendant during the time those services were performed. WHEREFORE, Plaintiff demands judgment against Defendant in the amount of $82,915.00, plus interest at the legal rate from and after 25 March 2014. Samuel L. Andes Attorney for Plaintiffs Supreme Court ID # 17225 525 North 12' Street P.O. Box 168 Lemoyne, PA 17043 (717) 761 -5361 I verify that the statements made in this document are true and correct. I understand that any false statements in this document are subject to the penalties of 18 Pa. C.S. 4904 (unsworn falsification to authorities). Date: r SU A A. ABRAM EXHIBIT A f' INVOICE March 25, 2014 TO: John Adams, LLC f 4900 Carlisle Pike, No. 294 Mechanicsburg, PA 17050 lye Delod -0 L tta� 1 M t A ouol? 2009 Manager /Accountant 5 15.00 75.00 2010 Manager /Accountant 416 20.00 8,320.00 2011 Manager /Accountant 565 25.00 14,125.00 2012 Manager /Accountant 701 30.00 21,030.00 2013 Manager /Accountant 687 45.00 30,915.00 2014(1- Manager /Accountant 169 50.00 8,450.00 thru 3 -20) Total Due $82,915.00 Susan Abram 115 Bryce Road Camp Hill, PA 17011 SHERIFF'S OFFICE OF CUMBERLAND COUNTY RonnyRAnderson !L O-Ot r I1:1 Sheriff F : mt. PROTHONO ktv cl cunt*, TAR � s 7r Jody Smith Deputy Deputy 2114 APR 30 PM 3: 00 Richard W Stewart CUMBERLAND COUNTY Solicitor PENNSYLVANIA Susan A Abram vs. Case Number John Adams Investments, LLC 2014-2181 SHERIFF'S RETURN OF SERVICE 04/24/2014 07:05 PM -Deputy Dawn Kell, being duly sworn according to law, served the requested Complaint& Notice by handing a true copy to a person representing themselves to be Susan Abram, Owner,who accepted as"Adult Person in Charge"for John Adams Investments, LLC at 115 Bryce Road, Hampden Township, Camp Hill, PA 17011. V_COL DAWN KELL, DEPUTY SHERIFF COST: $45.44 SO ANSWERS, April 28, 2014 RONNY R ANDERSON, SHERIFF (c)CountySuite Shenff,Teleosoft,Inc. v; t SUSAN A. ABRAM, IN THE COURT OlUXOME 6 AM E'1: 04 Plaintiff PLEAS OF CUMBERLAN COUNTY, MAI CCI i YLVANIA VS. CIVIL ACTION - LAW JOHN ADAMS INVESTMENTS, LLC, Defendant NO. 14-2181 PETITION TO INTERVENE AND REQUEST FOR STAY OF JOHN ROYAL AND NOW comes Petitioner/Proposed Intervener, John Royal, by his attorneys, Saidis, Sullivan& Rogers, and files the following Petition to Intervene pursuant to Pa. R. C. P. 2326, et seq. and Request for Stay: Parties and Background 1. The Petitioner/Proposed Intervener is John Royal, an adult individual residing at 1109 Oak Lane, New Cumberland, PA 17070. 2. John Royal is a Member and 50% owner of the above-named Defendant, John Adams Investments, LLC, a Pennsylvania limited liability company (referred to at times herein as the "Company"). 3. John Royal is also one of two equal Managers of Defendant John Adams Investments, LLC. 4. The other Member and 50% owner of Defendant John Adams Investments, LLC is Adam Abram, husband of Susan Abram, the Plaintiff in this action. s 5. Adam Abram is also a Manager, together with John Royal, of Defendant John Adams Investments, LLC. 6. John Royal and Adam Abram are the only two Members and only two Managers of John Adams Investments, LLC. The Pending Lawsuit 7. In this lawsuit, Susan Abram is suing the Company of which her husband is a Member and Manager on the basis of alleged services she claims to have performed on behalf of John Adams Investments, LLC. 8. Susan Abram is also a Plaintiff, with her husband, Adam Abram, in a separate lawsuit against the Company filed at Docket#14-2182 on the same day and by the same legal counsel as this action. 9. Adam Abram did not provide notice to John Royal that Susan Abram, his wife, was filing this lawsuit against the Company. 10. The registered office of the Company is 115 Bryce Rd., Camp Hill, PA 17011, which is also the home address of Plaintiff, Susan Abram. (See paragraphs 1 and 2 of the Complaint.) 11. Presumably, Plaintiff served the Company with her Complaint at her own home address. 12. The Company did not advise John Royal that it had been sued by Plaintiff. 2 r � 13. John Royal was first advised that a Complaint had been filed against the Company by a letter mailed by Plaintiff's counsel (who is also Adam Abram's counsel) to John Royal's counsel dated six (6) days after the Complaint had been filed. 14. John Royal was aware that Susan Abram was providing certain basic bookkeeping services for the Company at the request of her husband, Adam Abram, but despite John Royal's undisputed status as a Member and Manager of the Company, he was not advised (and to this date has not been advised) of all of the alleged services performed by Plaintiff, he did not consent on behalf of the Company to any specific rate of pay, he did not consent on behalf of the Company to any increase in pay rate, he did not consent or request that Plaintiff increase her responsibilities, he did not consent or request that Plaintiff provide accounting or managerial services, and he has not been provided with any information to establish that the hours claimed to have been worked by Plaintiff are reasonable and appropriate. Company Governance Issues 15. Over the past several months, significant differences and disputes have arisen between Adam Abram and John Royal with respect to virtually all matters relating to the management of the Company. 16. Pursuant to the Operating Agreement of John Adams Investments, LLC, decision- making with respect to management of the Company is vested in its Managers. 17. A copy of the John Adams Investment, LLC Operating Agreement is attached hereto as Exhibit "A." 3 M j 18. Pursuant to the terms of the Operating Agreement, if there is more than one Manager (as is the case), majority approval of all Managers is required for any matter arising within the scope of their authority with respect to management of the Company. 19. Because of the disagreements between John Royal and Adam Abram, the management of John Adams Investments, LLC has been deadlocked. Threat to the Company 20. The Company cannot defend itself in this lawsuit without a unanimous vote of the two (2) Managers, clearly an impossibility given that Plaintiff's husband, Adam Abram, is one of the two (2) Managers; hence, the intervention of John Royal is necessary to assert defenses to Plaintiff s claims. 21. Any attempt by John Royal to seek agreement from Adam Abram to retain the services of an attorney on behalf of John Adams Investments, LLC and to defend the Company in this action would be a futile act. 22. The disagreements between John Royal and Adam Abram and the resultant dead- lock in management of the Company means that, as a practical matter, the interests of the Company in defending this action cannot and will not be asserted by it, and the predictable result is that Plaintiff will eventually cause a judgment by default to be entered against the Company. 23. John Royal, as a 50% Member and Manager of the Company, has a direct and immediate interest in all matters affecting John Adams Investments, LLC. 4 24. John Royal has a legally enforceable interest in John Adams Investments, LLC that will be affected by the determination of this action brought by Susan Abram, wife of Adam Abram. 25. Without intervention by John Royal, it is reasonably predictable that a default judgment will be entered against John Adams Investments, LLC, and Adam Abram will then proceed to pay the judgment amount to his wife from Company assets, or she will commence execution proceedings against the Company, all without any defense being entered on behalf of John Adams Investments, LLC because of the deadlocked status of management of the Company, thereby affecting John Royal's 50% ownership interest in John Adams Investments, LLC. 26. If permitted to intervene, John Royal intends to file a pleading in the form attached hereto as Exhibit"B," asserting defenses on behalf of the Company to the action filed against it by Susan Abram. Request for Stay 27. Because of the risk of a potential default judgment being entered against the Company before proper consideration of this Petition to Intervene, John Royal respectfully requests that all proceedings be stayed pending consideration of his Petition to Intervene. Non-concurrence Presumed 28. Undersigned counsel sought the concurrence of Plaintiff's counsel in the Petition to Intervene by letter e-mailed on May 1, 2014. In a follow-up inquiry telephone call placed on 5 r { May 5, 2014, undersigned counsel was advised that Plaintiff's counsel was out of the office for the rest of the week. Without having received a response, the non-concurrence of Plaintiff's counsel is presumed. WHEREFORE, John Royal respectfully requests that the Court issue a Rule to Show Cause in the form provided herewith and thereafter grant this Petition to Intervene and allow him to intervene as a party in this action. SAIDIS, SULLIVAN & ROGERS By Daniel L. Sullivan, Esquire Attorney I.D. PA 34548 John A. Feichtel Attorney I.D. PA 77426 26 West High Street Carlisle, PA 17013 (717) 243-6222 Email: dsullivan a,ssr-attorney s Attorneys for John Royal 6 VERIFICATION I, John Royal, hereby state that the facts set forth in the foregoing document are true and correct to the best of my personal knowledge or information and belief. I am aware that false statements herein are made subject to the penalties of 18 Pa. C.S. §4904, relating to unsworn falsification to authorities. C1--A'11CZ Jo Royal ♦ y CERTIFICATE OF SERVICE AND NOW, May 6, 2014, I, Daniel L. Sullivan, Esquire, hereby certify that I did serve a true and correct copy of the Petition to Intervene upon all counsel of record and interested parties by depositing, or causing to be deposited, same in the U.S. mail, postage prepaid, at Carlisle, Pennsylvania, addressed as follows: Samuel L. Andes, Esq. 525 North 12`"Street P. O. Box 168 Lemoyne, PA 17043-1213 John Adams Investments, LLC 115 Bryce Road Camp Hill, PA 17011-1303 SAIDIS, SULLIVAN & ROGERS Daniel L. Sullivan Attorney I.D. #34548 John A. Feichtel Attorney I.D. #77426 26 West High Street Carlisle, PA 17013 Phone: (717) 243-6222 Email: dsullivan a,ssr-attorne sy com Attorneys for John Royal LIMITED LIABILITY COMPANY AGREEMENT OF JOHN ADAMS INVESTMENTS, LLC DATED THE 1ST DAY OF NOVEMBER, 2009 EIN: 27-1357996 TABLE OF CONTENTS RECITALS .................................................................................................. .............. ARTICLE I. DEFINITIONS.................................................. ....................................... 1.1 Scope................................................ .............................................................. 1.2 Defined Terms ............................ .................................................................... ARTICLE II. THE COMPANY ................................ ..................................................... 2.1 Status.....* ............................................................................... 2.2 Name ................................................... ........................................................... 2.3 Term ....................................................... ........................................................ 2.4 Purpose ........................................ ..... ........................................................ 2.5 Principal Place of Business...................... ....................................................... 2.6 Registered Agent and Registered Office.................... ..................................... ARTICLE III. MEMBERS ........................................................... .................................. 3.1 Identification................................ ............ ...... ................. 3.2 Changes and Verification of Membership Interests......................................... 3.3 Manner of Acting................................................................... .......................... 3.4 Fiduciary Duties ............................... ............................................................... 3.5 Indemnification of Members............................................ ................................ 3.6 Compensation........................................................... ...................................... 3.7 Resignation of a Member......................... ....................................................... 3.8 Transfer of Membership Interest.................................................... ................. 3.9 Dissociation........................ .... ................................................................ 3.10 Redemption of Dissociating Member's Interest............................................... ARTICLEIV.FINANCE............................................................................... . ................. 4.1 Contributions................... ................................................................................ 4.2 Allocation of Profits and Losses.................................. .................................... 4.3 Tax Allocations........................................................... ..................................... 4.4 Distributions........................................................... ......................................... 4.5 Capital Accounts.............................................. ............................................... ARTICLE V. RECORDS AND ACCOUNTING............................................................ 5.1 Maintenance of Records................................... .............................................. Financial Accounting................................................. ...................................... Reports .................................................. ......................................................... 5.4 Tax Compliance............................................. ................................................. ARTICLE VI.MANAGEMENT........................................................ .............................. 6.1 Representative Management.......................... ................................................ 6.2 Time Devoted to Business......................... ..................................................... 6.3 Powers and Authority..................................... .................................. ........... 6.4 Manner of Acting.................................. .... ............................................... ........ .. 5 Agency Power and Authority................................ ........................................... 6.6 Fiduciary Duties ................................................................ .............................. 6.7 Indemnification of Managers ...............................................I.......................... 6.8 Compensation ................................................................................................ 6.9 Tenure............................................................................................................ ARTICLEVII........................................................................................DISSOLUTION 7.1 Events of Dissolution...................................................................................... 7.2 Effect of Dissolution........................................................................................ ARTICLE VIII.......................................................................GENERAL PROVISIONS 8.1 Amendments.................................................................................................. 8.2 Nominee...................... 8.3 Investment Representation ............................................................................ 8.4 Resolution of Disputes ................................................................................... 8.5 Notices ............................. 8.6 Resolution of Inconsistencies......................................................................... 8.7 Provisions Applicable to Transferees ............................................................. 8.8 Additional Instruments.................................................................................... 8.9 Headings........................................................................................................ 8.10 Computation of Time...................................................................................... 8.11 Entire Agreement ........................................................................................... 8.12 Waiver.... 8.13 General Construction Principles................................................... .................. 8.14 Binding Effect.............................................................................................. 8.15 Governing Law............................................................................................... 8.16 Counterparts .................................................................................................. LIMITED LIABILITY COMPANY AGREEMENT OF JOHN ADAMS INVESTMENTS, LLC THIS AGREEMENT is among John Adams Investments, LLC, a Pennsylvania limited liability company (the "Company"), and Adam C Abram and John Royal Jr (the "initial Members"). RECITALS The Company is a limited liability company formed under the Pennsylvania Limited Liability Company Act. The other parties to this Agreement are the Company's initial Members. The parties intend by this Agreement to define their rights and obligations with respect to the Company's governance and financial affairs and to adopt regulations and procedures for the conduct of the Company's activities. Accordingly, with the intention of being legally bound, they agree as follows: ARTICLE I. DEFINITIONS 1.1 Scope For purposes of this Agreement, unless the language or context clearly indicates that a different meaning is intended, capitalized terms have the meanings specified in this Article. 1.2 Defined Terms A. "Act" means the Pennsylvania Limited Liability Company Act. B. "Affiliate," with respect to a Person, means (1) a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Person, (2) a Person who owns or controls at least ten percent of the outstanding voting interests of the Person, (3) a Person who is an officer, director, manager, or general partner of the Person, or (4) a Person who is an officer, director, manager, general partner, trustee, or owns at least ten percent of the outstanding voting interests of a Person described in clauses (1) through (3) of this sentence. C. "Agreement" means this agreement, including any amendments. D. "Available Funds" means the Company's gross cash receipts from operations, less the sum of: (1) payments of principal, interest, charges, and fees pertaining to the Company's indebtedness; (2) expenditures incurred incident to the usual conduct of the Company's business; and (3) amounts reserved to meet the reasonable needs of the Company's business as determined in the sole judgment of the Manager. E. "Bankruptcy" means the filing of a petition seeking liquidation, reorganization, arrangement, readjustment, protection, relief, or composition in any state or federal bankruptcy, insolvency, reorganization, or receivership proceeding. F. "Capital Account" of a Member means the capital account maintained for the Member in accordance with Article IV. G. "Capital Investment" of a Member means an amount equal to the excess of the cumulative value of the Member's Contributions of cash and property over the cumulative value of the Member's Distributions of cash and property. For purposes of this definition, (1) Distributions out of Available Funds are not taken into account and (2) the value of any Contribution or Distribution of property in kind is as recorded on the Company's books at the time of the Contribution or Distribution. H. "Certificate" means the Certificate of Formation filed with the Secretary of State to organize the Company, including any amendments. I. "Code" means the Internal Revenue Code of 1986, as amended. J. "Company" means John Adams Investments, LLC and any successor limited liability company. K. "Contribution" means anything of value that a Member contributes to the Company as a prerequisite for or in connection with membership, including any combination of cash, property, services rendered, a promissory note, or any other obligation to contribute cash or property or render services. L. "Dissociation" means a complete termination of a Member's membership in the Company in consequence of an event described in Article III. M. "Distribution" means the Company's direct or indirect transfer of money or other property with respect to a Membership Interest. N. "Effective Date," with respect to this Agreement, means the date on which the Company's existence as a limited liability company begins, as prescribed by the Act. O. "Entity" means an association, relationship, or artificial person through or by means of which an enterprise or activity may be lawfully conducted, including, without limitation, a partnership, trust, limited liability company, corporation, joint venture, cooperative, or association. P. "Family," with respect to a Member, means individuals who are related to the Member by blood, marriage, or adoption. For the purposes of this definition, an individual is related to the Member by marriage if the person is related by blood or adoption to the Member's current spouse. For purposes of the definition of "spouse," a Member shall be deemed to be married to another individual so long as such Member is cohabiting with an individual to whom the Member is legally married and the Member and the individual are not legally separated and living apart. Q. "Member" means an initial Member and any Person who subsequently is admitted as an additional or substitute Member after the Effective Date. R. "Membership Interest" means a Member's percentage interest in the Company, consisting of the Member's right to share in the Company's Profit, receive Distributions, participate in the Company's governance, approve the Company's acts and receive information pertaining to the Company's affairs. The Membership Interests of the initial Members are set forth in Article 3. Changes in Membership Interests after the Effective Date, including those necessitated by the admission and Dissociation of Members, will be reflected in the Company's records. The allocation of Membership Interests reflected in the Company's records from time to time is presumed to be correct for all purposes of this Agreement and the Act. S. "Minimum Gain" means minimum gain as defined in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations. T. "Person" means a natural person or an Entity. U. "Profit," as to a positive amount, and "Loss," as to a negative amount, mean, for a Taxable Year, the Company's income or loss for the Taxable Year, as determined in accordance with accounting principles appropriate to the Company's method of accounting and consistently applied. V. "Regulations" means proposed, temporary, or final regulations promulgated under the Code by the Department of the Treasury, as amended. W. "Taxable Year" means the Company's taxable year as determined in accordance with Article V. X. "Transfer," as a noun, means a transaction or event by which ownership of a Membership Interest is changed or encumbered, including, without limitation, a sale, exchange, abandonment, gift, pledge, or foreclosure. "Transfer," as a verb, means to effect a Transfer. Y. "Transferee" means a Person who acquires a Membership Interest by Transfer from a Member or another Transferee and is not admitted as a Member in accordance with Article 3. ARTICLE II. THE COMPANY 2.1 Status The Company is a Pennsylvania limited liability company organized under the Act. 2.2 Name The Company's name is John Adams Investments, LLC. 2.3 Term The Company's existence will commence on the Effective Date and continue until terminated under this Agreement. 2.4 Purpose The Company's purpose is to engage in any lawful act or activity for which a limited liability company may be organized under the Act. 2.5 Principal Place of Business The Company's principal place of business is located at 115 Bryce Road, Camp Hill, PA 17011. 2.6 Registered Agent and Registered Office The Company's registered office in Pennsylvania is located at 115 Bryce Road, Camp Hill, PA 17011, and its registered agent at that location is Adam C Abram. The Company may change its registered agent or registered office at any time in accordance with the Act. ARTICLE III. MEMBERS 3.1 Identification A. Initial Members. The names, addresses, and Membership Interests of the initial Members are as follows: Adam C Abram, 115 Bryce Road, Camp Hill, PA 17011 50 percent John Royal Jr, 1109 Oak Lane, New Cumberland, Pennsylvania 17070 50 percent 3.2 Changes and Verification of Membership Interests A. Changes in Membership Interests. The Members' Membership Interests may be changed only with the approval of all Members and Managers. B. Verification of Membership Interests. Within 10 days after receipt of a Member's written request, the Company will provide the Member with a statement of the Member's Membership Interest. The statement will serve the sole purpose of verifying the Member's Membership Interest, as reflected in the Company's records, and will not constitute for any purpose a certificated security, negotiable instrument, or other vehicle by which a Transfer of a Membership Interest may be effected. 3.3 Manner of Acting A. Meetings. (i) Right to Call. Any Member or combination of Members whose Membership Interest exceeds 10 percent may call a meeting of Members by giving written notice to all Members not less than 10 nor more than 60 days prior to the date of the meeting. The notice must specify the date of the meeting and the nature of any business to be transacted. A Member may waive notice of a meeting of Members orally, in writing or by attendance at the meeting. (ii) Proxy Voting. A Member may act at a meeting of Members through a Person authorized by signed proxy. (iii) Quorum. Members whose aggregate Membership Interest exceeds 50 percent will constitute a quorum at a meeting of Members. No action may be taken in the absence of a quorum. (iv)Required Vote. Except with respect to matters for which a greater minimum vote is required by the Act or this Agreement, the vote of Members present whose aggregate Membership Interest exceeds 50 percent of the aggregate Membership Interest of all Members present will constitute the act of the Members at a meeting of Members. (v) Written Consent. The Members may act without a meeting by written consent describing the action and signed by Members whose aggregate Membership Interest is at least equal to the minimum that would be necessary to take the action at a meeting at which all Members were present. (vi)Action through Managers. The Company may act through one or more Managers, whose rights, obligations, and duties are described in Article 6. 3.4 Fiduciary Duties A. Liability for Wrongful Acts. A Member will be liable to and indemnify the Company for all costs, expenses, or damages attributable to an act or omission that constitutes a breach of this Agreement, negligence, misconduct, or a violation of law. B. Limitation on Individual Authority. A Member who is not also a Manager has no authority to bind the Company. A Member whose unauthorized act obligates the Company to a third party will indemnify the Company for any costs or damages the Company incurs as a result of the unauthorized act. C. Justifiable Reliance. A Member may rely on the Company's records maintained in good faith and on information, opinions, reports, or statements received from any Person pertaining to matters the Member reasonably believes to be within the Person's expertise or competence. 3.5 Indemnification of Members The Company will indemnify each Member for all expenses, losses, liabilities, and damages the Member actually and reasonably incurs in connection with the defense or settlement of any action arising out of or relating to the conduct of the Company's activities, except an action with respect to which the Member is adjudged to be liable for breach of a fiduciary duty owed to the Company or the other Members under the Act or this Agreement. 3.6 Compensation The Company may compensate a Member for services rendered to or on behalf of the Company. A Member's compensation may be determined with or without regard to Profit or other indicators of the results of operations. Compensation paid to Members will be treated as an expense for purposes of determining Profit. The Company will reimburse each Member for reasonable expenses properly incurred on the Company's behalf. 3.7 Resignation of a Member A Member at any time may resign from the Company by giving written notice to the Company and the other Members at least 60 days prior to the effective date of the resignation. 3.8 Transfer of Membership Interest A. Restrictions on Transfer. A Member may Transfer a Membership Interest only in compliance with this Article 3. A Member may transfer his, her, or its Membership Interest only with the prior written consent of all of the Members and Managers. An attempted Transfer of all or a portion of a Membership Interest that is not in compliance with this Article 3 is null and void. B. Transferor's Membership Status. If a Member Transfers less than all of the Membership Interest, the Member's rights with respect to the transferred portion, including the right to vote or otherwise participate in the Company's governance and the right to receive Distributions, will terminate as of the effective date of the Transfer. However, the Member will remain liable for any obligation with respect to the transferred portion that existed prior to the effective date of the Transfer, including any costs or damages resulting from the Member's breach of this Agreement. If the Member Transfers all of the Membership Interest, the Transfer will constitute an event of Dissociation for purposes of Article 3. C. Transferee's Status. (i) Admission as a Member. A Member who Transfers a Membership Interest has no power to confer on the Transferee the status of a Member. A Transferee may be admitted as a Member only in accordance with the provisions of Article 3. A Transferee who is not admitted as a Member has only the rights described in this Article 3. (ii) Rights of Non-Member Transferee. A Transferee who is not admitted as a Member in accordance with the provisions of Article 3, (i) has no right to vote or otherwise participate in the Company's governance, (ii) is not entitled to receive information concerning the Company's affairs or inspect the Company's books and records, (iii) with respect to the transferred Membership Interest, is entitled to receive the Distributions to which the Member would have been entitled had the Transfer not occurred, but only at such times and in such amounts as the Company in its sole discretion may determine, and (iv) is subject to the restrictions imposed by this Article 3 to the same extent as a Member. 3.9 Dissociation A. Events of Dissociation. A Member's Dissociation from the Company occurs upon: (1) the Member's resignation or expulsion from the Company; (2) the Member's Transfer of the Member's entire Membership Interest; (3) the Member's Bankruptcy; (4) as to a Member who is a natural person, the Member's death or adjudication of incompetency; (5) as to a Member who holds a Membership Interest as a fiduciary, distribution of the entire Membership Interest to the beneficial owners; or (6) as to a Member that is an Entity, the Entity's dissolution. B. Rights of Member Following Dissociation. (i) Upon Company's Continuance. If a Member's Dissociation does not result in the Company's dissolution under Article 7, as of the effective date of the Member's Dissociation: (i) the Member's right to participate in the Company's governance, receive information concerning the Company's affairs and inspect the Company's books and records will terminate; and (ii) unless the Dissociation resulted from the Transfer of the Member's entire Membership Interest, the Member will be entitled to receive the Distributions to which the Member would have been entitled had the Dissociation not occurred, but only at such times and in such amounts as the Company in its sole discretion may determine. Except as provided in this Article 3, the Member will have no right to receive Distributions or otherwise participate in the Company's financial affairs. The Member will, however, remain liable for any obligation to the Company that existed prior to the effective date of the Dissociation, including any costs or damages resulting from the Member's breach of this Agreement. 3.10 Redemption of Dissociating Member's Interest A. Optional Redemption. If a Member's Dissociation is a result of Bankruptcy, dissolution, or Transfer of Membership Interest, and if the Dissociation does not cause the Company's dissolution under Article 6, at any time within 180 days after the effective date of the Dissociation, the Company may redeem not less than all of the Member's Membership Interest on the terms set forth in this Article 3. The Company must exercise its right to redeem the Membership Interest by giving written notice to the Member or the Member's successor in interest (the "seller") within the 180-day exercise period. The notice must specify the redemption price and payment terms and indicate a closing date within 60 days after the date the notice is delivered. B. Redemption Price. The redemption price of the Membership Interest is an amount equal to the Company's value as of the effective date of the Dissociation, multiplied by the seller's Membership Interest. For the purpose of determining the redemption price, the Company's value is the value determined by unanimous agreement of the Members at five-year intervals. If the Members fail to redetermine the Company's value for any year, the Company's value will be an amount equal to the lesser of the last value determined by unanimous agreement of the Members, as set forth on the Schedule of Values attached to this Agreement or the Member's Capital Account. C. Payment Terms. The Company will pay the redemption price at the closing in the form of its promissory note in the principal amount of the purchase price payable in 15 equal annual installments, with interest compounded annually at an annual rate equal to the greater of six percent (6 %) or the minimum rate necessary to avoid the imputation of interest between the parties under Internal Revenue Code sections 483, 1274, and 7872, as of the date the Company gives the seller notice of the redemption. ARTICLE IV. FINANCE 4.1 Contributions A. Initial Members. The initial Members will make the Contributions described below: Adam C Abram will contribute cash in the amount of John Royal Jr will contribute cash in the amount of B. Additional Members. A Person admitted as a Member in connection with the acquisition of a Membership Interest directly from the Company after the Effective Date will make the Contributions specified in the agreement pursuant to which the Person is admitted as a Member. C. Additional Contributions. (i) Permitted. The Company may authorize additional Contributions at such times and on such terms and conditions as it determines to be in its best interest. D. Required. (i) If at any time the Company determines that its financial resources are insufficient to meet the reasonable needs of its business, it may require the Members to make additional Contributions sufficient to meet those needs. The Members will make the additional Contributions in proportion to their Membership Interests. (ii) The Company must give each Member written notice of the obligation to contribute additional capital. The notice must explain the need for additional capital, specify the amount the Member is .required to contribute and establish a due date that is not less than 30 days after the date of the notice. The Member will make the Contribution in immediately available funds on or before the due date specified in the notice. E. Default Remedies. If a Member does not contribute the Member's share of a required additional Contribution on or before the due date, the Company may (i) take such action as it considers necessary or appropriate to enforce the Member's obligation or (ii) accept Contributions from the other Members in satisfaction of the defaulting Member's obligation, in proportion to their Membership Interests. If the Company accepts Contributions from other Members, the Membership Interest of each Member will be adjusted to correspond to the ratio that the Capital Investment of the Member bears to aggregate Capital Investment of all Members, adjusted to reflect the Contributions made by other Members in satisfaction of the defaulting Member's obligation. F. Creditors' Rights. A Member's obligation to make additional contributions extends only to the Company and may not be enforced by the Company's creditors without the Member's written consent. G. Contributions Not Interest Bearing. A Member is not entitled to interest or other compensation with respect to any cash or property the Member contributes to the Company. H. No Return of Contribution. A Member is not entitled to the return of any Contribution prior to the Company's dissolution and winding up. 4.2 Allocation of Profits and Losses A. Profits. After giving effect to any special allocation required by Article 4, the Company's Profit for a Taxable Year, including the Taxable Year in which the Company is dissolved, will be allocated among the Members in the following order of priority: (i) first, to the extent of any excess of cumulative Losses for all prior Taxable Years over cumulative Profits for all prior Taxable Years, in proportion to the allocation of such excess under Article 4; (ii) any balance, in proportion to the Members' Membership Interests. B. Losses. After giving effect to any special allocation required by Article 4, the Company's Loss for a Taxable Year, including the Taxable Year in which the Company is dissolved, will be allocated among the Members in the following order of priority: (i) first, in proportion to the Members' Membership Interests to the extent of any excess of cumulative Profits for all prior Taxable Years over cumulative Losses for all prior Taxable Years; (ii) second, in proportion to the Members' respective Capital Investments; and (iii)any balance, in proportion to the Members' Membership Interests. C. Special Allocations. (i) If a Member unexpectedly receives an adjustment, allocation, or distribution described in Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6) of the Regulations that creates or increases a deficit in the Member's Capital Account as of the end of a Taxable Year, a pro rata portion of each item of the Company's income, including gross income and gain for the Taxable Year and, if necessary, for subsequent years will be allocated to the Member in an amount and manner sufficient to eliminate the deficit in the Member's Capital Account as quickly as possible. (ii) If a Member would have a deficit in his or her Capital Account at the end of a Taxable Year that exceeds the sum of (i) the amount the Member is obligated to restore to the Company under Section 1.704- 1(b)(2)(ii)(c) of the Regulations and (ii) the Member's share of Minimum Gain, a pro rata portion of each item of the Company's income, including gross income, and gain for the year will be allocated to the Member in an amount and manner sufficient to eliminate the deficit in the Member's Capital Account as quickly as possible. (iii) If there is a net decrease in the Company's Minimum Gain during a Taxable Year, the items of the Company's income, including gross income and gain for the Taxable Year and, if necessary, for subsequent years will be allocated to the Members in proportion to their shares of the net decrease in Minimum Gain. If the allocation made by this paragraph would cause a distortion in the economic arrangement among the Members and it is expected that the Company will not have sufficient income to correct that distortion, the Company may seek to have the Internal Revenue Service waive the requirement for the allocation in accordance with Section 1.704-2(f)(4) of the Regulations. (iv)Items of the Company's loss, deductions, and expenditures described in Code Section 705(a)(2)(8) that are attributable to the Company's nonrecourse debt and are characterized as Member nonrecourse deductions under Section 1.704-2(i) of the Regulations will be allocated to the Members' Capital Accounts in accordance with Section 1.704-2(i) of the Regulations. (v) Items of income, gain, loss, and deduction with respect to property contributed to the Company's capital will be allocated between the Members so as to take into account any variation between book value and basis, to the extent and in the manner prescribed by section 704(c) of the Code and related Regulations. (vi)If the special allocations required by the foregoing provisions of this Article IV (the "special allocations") result in Capital Account balances that are different from the Capital Account balances the Members would have had if the special allocations were not required, the Company will allocate other items of income, gain, loss, and deduction in any manner it considers appropriate to offset the effects of the special allocations on the Members' Capital Account balances. Any offsetting allocation required by this paragraph is subject to and must be consistent with the special allocations. D. Effect of Transfers During Year. The Company will prorate items attributable to a Membership Interest that is the subject of a Transfer during a Taxable Year between the transferor and the Transferee based on the portion of the Taxable Year that elapsed prior to the Transfer. 4.3 Tax Allocations For federal income tax purposes, unless the Code otherwise requires, each item of the Company's income, gain, loss, or deduction will be allocated to the Members in proportion to their allocations of the Company's Profit or Loss. 4.4 Distributions A. Available Funds. The Company will distribute its Available Funds to the Members in such amounts and at such times as are determined solely by the Managers. 4.5 Capital Accounts A. General Maintenance. The Company will establish and maintain a Capital Account for each Member. A Member's Capital Account will be: (i) increased by (i) the amount of any money the Member contributes to the Company's capital; (ii) the fair market value of any property the Member contributes to the Company's capital, net of any liabilities the Company assumes or to which the property is subject; and (iii) the Member's share of Profits and any separately stated items of income or gain; and (ii) decreased by: (i) the amount of any money the Company distributes to the Member; (ii) the fair market value of any property the Company distributes to the Member, net of any liabilities the Member assumes or to which the property is subject; and (iii) the Member's share of Losses and any separately stated items of deduction or loss. B. Adjustments for Distributions in Kind. If at any time the Company distributes property in kind, it will adjust the Members' Capital Accounts to account for their shares of any Profit or Loss the Company would have realized had it sold the property at fair market value and distributed the sale proceeds. C. Adjustments for Acquisitions and Redemptions. If at any time a Person acquires a Membership Interest from the Company or the Company redeems a Membership Interest, the Company may adjust the Members' Capital Accounts to reflect any Profit or Loss the Company would have realized had it sold all of its assets at fair market value on the date of the acquisition or redemption. D. Transfer of Capital Account. A Transferee of a Membership Interest succeeds to the portion of the transferor's Capital Account that corresponds to the portion of the Membership Interest that is the subject of the Transfer. E. Compliance with Code. The requirements of this Article IV are intended and will be construed to ensure that the allocations of the Company's_income,__gain,tosses,_____ deductions, and credits have substantial economic effect under the Regulations promulgated under Section 704(b) of the Code. ARTICLE V. RECORDS AND ACCOUNTING 5.1 Maintenance of Records A. Required Records. The Company will maintain at its registered office in Pennsylvania: (i) a current list, in alphabetical order, of the full name and last known business, residence, or mailing address of each Member; (ii) copies of the Certificate and Certificate of Organization, including articles and certificates of amendment; (iii) copies of the Company's federal, state, and local income tax returns and reports, if any, for the three most recent Taxable Years; (iv) a copy of this Agreement, including any amendments; (v) a schedule showing the amount of cash, if any, and a description and statement of the agreed value of the other property or services, if any, contributed or required to be contributed by each Member; (vi) a description of the times or events at or upon which any Member is required to make additional Contributions; (vii) a description of any right of a Member to receive, or of the Company to make, Distributions to the Member that include a return of all or any part of the Member's contribution; and (viii) a description of the events upon which the Company will be dissolved and its affairs wound up. B. Member Access. A Member and the Member's authorized representative have reasonable access to and may inspect and copy all records and other materials pertaining to the Company or its activities. The exercise of such rights will be at the requesting Member's expense. C. Confidentiality. No Member will disclose any information relating to the Company or its activities to any unauthorized person or use any such information for his or her or any other Person's personal gain. 5.2 Financial Accounting A. Accounting Method. The Company will account for its financial transactions using a method of accounting determined by the Members in compliance with Sections 446 and 448 of the Code. B. Taxable Year. The Company's Taxable Year is the Company's annual accounting period, as determined by the Members in compliance with Sections 441, 444, and 706 of the Code. 5.3 Reports A. Members. As soon as practicable after the close of each Taxable Year, the Company will prepare and send to the Members such reports and information as are reasonably necessary to (1) inform the Members of the results of the Company's operations for the Taxable Year and (2) enable the Members to completely and accurately reflect their distributive shares of the Company's income, gains, deductions, losses, and credits in their federal, state, and local income tax returns for the appropriate year. B. Periodic Reports. The Company will complete and file any periodic reports required by the Act or the law of any other jurisdiction in which the Company is qualified to do business. 5.4 Tax Compliance A. Withholding. If the Company is required by law or regulation to withhold and pay over to a governmental agency any part or all of a Distribution or allocation of Profit to a Member: (i) the amount withheld will be considered a Distribution to the Member; and (ii) if the withholding requirement pertains to a Distribution in kind or an allocation of Profit, the Company will pay the amount required to be withheld to the governmental agency and promptly take such action as it considers necessary or appropriate to recover a like amount from the Member, including offset against any Distributions to which the Member would otherwise be entitled. B. Tax Matters Partner. The Company will designate a Member to act as the "Tax Matters Partner" pursuant to Section 6231(a)(7) of the Code. The initial Tax Matters Partner shall be Adam C Abram. The Company may remove any Tax Matters Partner, with or without cause, and designate a successor to any Tax Matters Partner who for any reason ceases to act. The Tax Matters Partner will inform the Members of all administrative and judicial proceedings pertaining to the determination of the Company's tax items and will provide the Members with copies of all notices received from the Internal Revenue Service regarding the commencement of a Company-level audit or a proposed adjustment of any of the Company's tax items. The Tax Matters Partner may extend the statute of limitations for assessment of tax deficiencies against the Members attributable to any adjustment of any tax item. The Company will reimburse the Tax Matters Partner for reasonable expenses properly incurred while acting within the scope of the Tax Matters Partner's authority. ARTICLE VI. MANAGEMENT 6.1 Representative Management The Company will be managed by a Manager or Managers. The name and business address of the Company's initial Manager(s) are: Adam C Abram 115 Bryce Road, Camp Hill, PA 17011 John Royal Jr, 1109 Oak Lane, New Cumberland, Pennsylvania, 17070. 6.2 Time Devoted to Business Managers will devote only the amount of time to the Company's activities as is reasonably necessary to discharge the Managers' responsibilities. 6.3 Powers and Authority A. General Scope. Except for matters on which the Members' approval is required by the Act or this Agreement, the Managers have full power, authority, and discretion to manage and direct the Company's business, affairs, and properties, including, without limitation, the specific powers referred to in this Article 6.3. B. Specific Powers. (i) The Managers are authorized on the Company's behalf to make all decisions as to (i) the development, sale, lease, or other disposition of the Company's assets; (ii) the purchase or other acquisition of other assets of all kinds; (iii) the management of all or any part of the Company's assets and business; (iv) the borrowing of money and the granting of security interests in the Company's assets (including loans from Members); (v) the prepayment, refinancing, or extension of any mortgage affecting the Company's assets; (vi) the compromise or release of any of the Company's claims or debts; (vii) the employment of Persons for the operation and management of the Company's business; and (viii) all elections available to the Company under any federal or state tax law or regulation. (ii) Each Manager on the Company's behalf may execute and deliver (i) all contracts, conveyances, assignments, leases, subleases, franchise agreements, licensing agreements, management contracts, and maintenance contracts covering or affecting the Company's assets; (ii) all checks, drafts, and other orders for the payment of the Company's funds; (iii) all promissory notes, mortgages, deeds of trust, security agreements, and other similar documents; (iv) all articles, certificates, and reports pertaining to the Company's organization, qualification, and dissolution; (v) all tax returns and reports; and (vi) all other instruments of any kind or character relating to the Company's affairs. 6.4 Manner of Acting A. General. A Manager may act with respect to any matter within the scope of his or her authority if there is one Manager or if there is more than one Manager at a meeting of Managers or pursuant to formal or informal procedures adopted at a meeting of Managers. Procedures that may be adopted at a meeting of Managers include, without limitation, the establishment of dates and times for regular meetings, procedures pursuant to which the Managers may approve a matter without a meeting and the delegation of duties and responsibilities with respect to which the delegate may act without approval or ratification by the other Managers. B. Meetings. If there is more than one Manager: (i) Right to Call. Any Manager may call a meeting of Managers by giving written notice to all Managers not less than ten (10) nor more than sixty (60) days prior to the date of the meeting. The notice must specify the date of the meeting and the nature of any business to be transacted. A Manager may waive notice of a meeting of Managers orally, in writing or by attendance at the meeting. (ii) Proxy Voting. A Manager may act at a meeting of Managers through another Manager authorized by signed proxy. C. Written Consent. The Managers may act without a meeting by written consent describing the action and signed by Managers whose voting power is at least equal to the minimum that would be necessary to take the action at a meeting at which all Managers were present. D. Required Approval. The Managers' majority approval is required for any matter arising within the scope of their authority, subject to any procedures adopted at a meeting of Managers pursuant to Section 6.4(a). E. Participation by Non-Member Managers. The fact that a Manager is not also a Member in no way limits the Manager's right to vote on any matter properly within the scope of the Managers' authority under this Agreement. 6.5 Agency Power and Authority A Manager apparently acting for the Company in the usual course of its business has the power to bind the Company and no person has an obligation to inquire into the Manager's actual authority to act on the Company's behalf. However, if a Manager acts outside the scope of the Manager's actual authority, the Manager will indemnify the Company for any costs or damages it incurs as a result of the unauthorized act. 6.6 Fiduciary Duties A. Standard of Care. (i) Liability for Wrongful Acts. A Manager is liable to and will indemnify the Company for all costs, expenses, or damages attributable to an act or omission that constitutes a breach of this Agreement, negligence, misconduct, or a violation of law. (ii) Justifiable Reliance. A Manager may rely on the Company's records maintained in good faith and on information, opinions, reports, or statements received from any Person pertaining to matters the Manager reasonably believes to be within the Person's expertise or competence. B. Competing Activities. A Manager may participate in any business or activity without accounting to the Company or the Members. A Manager may not, however, accept a business opportunity for the Manager's own account that the Manager believes or has reason to believe the Company would accept if brought to its attention. A Manager must disclose to the Company any business opportunity of which the Manager becomes aware. If the Company declines to accept the opportunity, the Manager may pursue it for the Manager's own account. If the Manager fails to disclose the opportunity, the Manager will account to the Company for any income the Manager derives from the opportunity and will indemnify the Company for any loss the Company incurs as a result of the failure to disclose. C. Self-Dealing. A Manager may enter into a business transaction with the Company if the terms of the transaction are no less favorable to the Company than those of a similar transaction with an independent third party. Approval or ratification by Members having no interest in the transaction constitutes conclusive evidence that the terms satisfy the foregoing condition. 6.7 Indemnification of Managers The Company will indemnify each Manager for all expenses, losses, liabilities, and damages the Manager actually and reasonably incurs in connection with the defense or settlement of any action arising out of or relating to the conduct of the Company's activities, except an action with respect to which the Manager is adjudged to be liable for breach of a fiduciary duty owed to the Company or the Members under the Act or this Agreement. 6.8 Compensation The Company may, with the approval of the Members, compensate any Manager for services to or on behalf of the Company. The Company will reimburse each Manager for reasonable expenses properly incurred on the Company's behalf. 6.9 Tenure A. Term. A Manager will serve until the earlier of: (1) the Manager's resignation; (2) the Manager's Bankruptcy; (3) as to a Manager who is a natural person, the Manager's death or adjudication of incompetency; and (4) as to a Manager that is an Entity, the Manager's dissolution. B. Resignation. A Manager at any time may resign by written notice delivered to the Members at least thirty (30) days prior to the effective date of the resignation. C. Vacancy. If a Manager for any reason ceases to act, the Members will promptly elect a successor, to serve until a successor is elected and qualified. ARTICLE VII. DISSOLUTION 7.1 Events of Dissolution A. Enumeration. The Company will dissolve upon the first to occur of: (i) the unanimous vote of all of the Members and Managers to dissolve the Company; (ii) any event that makes the Company ineligible to conduct its activities as a limited liability company under the Act; (iii)any event or circumstance that makes it unlawful or impossible for the Company to carry on its business; or B. Exclusivity of Events. Unless specifically referred to in this Article 7, no event, including an event of dissolution prescribed by the Act, will result in the Company's dissolution. 7.2 Effect of Dissolution A. Appointment of Liquidator. Upon the Company's dissolution, the Members will appoint a liquidator, who may but need not be a Member. The liquidator will wind up and liquidate the Company in an orderly, prudent, and expeditious manner in accordance with the following provisions of this Article 7. B. Final Accounting. The liquidator will make proper accountings (1) to the end of the month in which the event of dissolution occurred and (2) to the date on which the Company is finally and completely liquidated. C. Duties and Authority of Liquidator. The liquidator will make adequate provision for the discharge of all of the Company's debts, obligations, and liabilities. The liquidator may sell, encumber, or retain for distribution in kind any of the Company's assets. Any gain or loss recognized on the sale of assets will be allocated to the Members' Capital Accounts in accordance with the provisions of Article 4. With respect to any asset the liquidator determines to retain for distribution in kind, the liquidator will allocate to the Members' Capital Accounts the amount of gain or loss that would have been recognized had the asset been sold at its fair market value. D. Final Distribution. The liquidator will distribute any assets remaining after the discharge or accommodation of the Company's debts, obligations, and liabilities to the Members in proportion to their Capital Accounts. The liquidator will distribute any assets distributable in kind to the Members in undivided interests as tenants in common. A Member whose Capital Account is negative will have no liability to the Company, the Company's creditors or any other Member with respect to the negative balance. E. Required Filings. The liquidator will file with the Secretary of State such statements, certificates, and other instruments, and take such other actions, as are reasonably necessary or appropriate to effectuate and confirm the cessation of the Company's existence. ARTICLE Vill. GENERAL PROVISIONS 8.1 Amendments A. Required Amendments. The Company and the Members will execute and file any amendment to the Certificate, as required by the Act. If any such amendment results in inconsistencies between the Certificate and this Agreement, this Agreement will be considered to have been amended in the specifics necessary to eliminate the inconsistencies. B. Other Amendments. Any Member may propose for consideration and action an amendment to this Agreement or to the Certificate. A proposed amendment will become effective at such time as it is approved by all Members and Managers. 8.2 Nominee Title to the Company's assets may be held in the name of the Company or any nominee (including any Member so acting), as the Company determines. The Company's agreement with any nominee may contain provisions indemnifying the nominee for costs or damages incurred as a result of the nominee's service to the Company. 8.3 Investment Representation Each Member represents to the Company and the other Members that (a) the Member is acquiring a Membership Interest in the Company for investment and for the Member's own account and not with a view to its sale or distribution and (b) neither the Company nor any other Member has made any guaranty or representation upon which the Member has relied concerning the possibility or probability of profit or loss resulting from the Member's investment in the Company. 8.4 Resolution of Disputes A. Mediation. The parties will endeavor in good faith to resolve all disputes arising under or related to this Agreement by mediation according to the then prevailing rules and procedures of the American Arbitration Association. B. Arbitration. If the parties fail in their attempt to resolve a dispute by mediation, they will submit the dispute to arbitration according to the then prevailing rules and procedures of the American Arbitration Association. Pennsylvania law will govern the rights and obligations of the parties with respect to the matters in controversy. The arbitrator will allocate all costs and fees attributable to the arbitration between the parties equally. The arbitrator's award will be final and binding and judgment may be entered in any court of competent jurisdiction. 8.5 Notices Notices contemplated by this Agreement may be sent by any commercially reasonable means, including hand delivery, first class mail, fax, e-mail, or private courier. The notice must be prepaid and addressed as set forth in the Company's records. The notice will be effective on the date of receipt or, in the case of notice sent by first class mail, the fifth day after mailing. 8.6 Resolution of Inconsistencies If there are inconsistencies between this Agreement and the Certificate, the Certificate will control. If there are inconsistencies between this Agreement and the Act, this Agreement will control, except to the extent the inconsistencies relate to provisions of the Act that the Members cannot alter by agreement. Without limiting the generality of the foregoing, unless the language or context clearly indicates a different intent, the provisions of this Agreement pertaining to the Company's governance and financial affairs and the rights of the Members upon Dissociation and dissolution will supersede the provisions of the Act relating to the same matters. 8.7 Provisions Applicable to Transferees As the context requires and subject to the restrictions and limitations imposed by Article 3, the provisions of this Agreement pertaining to the rights and obligations of a Member also govern the rights and obligations of the Member's Transferee. 8.8 Additional Instruments Each Member will execute and deliver any document or statement necessary to give effect to the terms of this Agreement or to comply with any law, rule, or regulation governing the Company's formation and activities. 8.9 Headings Headings and paragraph titles are for convenience only and have no significance in the interpretation of this Agreement. 8.10 Computation of Time In computing any period of time under this Agreement, the day of the act or event from which the specified period begins to run is not to be included. The last day of the period is included, unless it is a Saturday, Sunday, or legal holiday, in which case the period will run until the end of the next day that is not a Saturday, Sunday, or legal holiday. 8.11 Entire Agreement This Agreement and the Certificate comprise the entire agreement among the parties with respect to the Company. This Agreement and the Certificate supersede any prior agreements or understandings with respect to the Company. No representation, statement, or condition not contained in this Agreement or the Certificate has any force or effect. 8.12 Waiver No right under this Agreement may be waived, except by an instrument in writing signed by the party sought to be charged with the waiver. 8.13 General Construction Principles Words in any gender are deemed to include the other genders. The singular is deemed to include the plural and vice versa. The headings and bold paragraph titles are for guidance only and have no significance in the interpretation of this Agreement. 8.14 Binding Effect Subject to the provisions of this Agreement relating to the transferability of Membership Interests and the rights of Transferees, this Agreement is binding on and will inure to the benefit of the Company, the Members and their respective distributees, successors, and assigns. 8.15 Governing Law Pennsylvania law governs the construction and application of the terms of this Agreement. 8.16 Counterparts This Agreement may be executed in counterparts, each of which will be considered an original. [remainder of this page intentionally left blank] Signed on the respective dates set forth below, to be effective as of the Effective Date. COMPANY: John ams Investments, LLC ` November 12009 DATE Adam C Abram, Manager November 12009 _ DATE J Royal J Ma' nbber INITIAL MEMBERS: November 12009 3-0 DATE Adam C Abram November 12009 DATE oh Royal Jr COMMONWEALTH OF PENNSYLVANIA ) SS: COUNTY OF Cumberland On this, the Ist-. day of November, 2009, before me, a Notary Public, personally appeared Adam C Abram and John Royal Jr whose names are subscribed to the within instrument, and acknowledged that. each executed the same for the purposes therein contained. IN WITNESS WHEREOF, 1 hereunto set my hand and official seal._ nr p�.��,g{LVA�1A ota ry P GGt,'?,.�� lic My co fission expires; �at+�Y GO�m km�P:zs y SUSAN A. ABRAM, IN THE COURT OF COMMON Plaintiff PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA VS. CIVIL ACTION - LAW JOHN ADAMS INVESTMENTS, LLC, Defendant NO. 14-2181 and JOHN ROYAL, Intervener ANSWER AND NEW MATTER, AND NOW this day of , 2014, comes Intervener,John Royal,by his attorneys, Saidis, Sullivan&Rogers, and files the following Answer and New Matter to Plaintiff's Complaint: 1. Admitted on information and belief. 2. Admitted. 3. Admitted. 4. Denied as stated. It is admitted only that starting in 2009 Plaintiff provided bookkeeping services on behalf of the Company at the request of her husband, Adam Abram, and that Intevener was aware that Plaintiff was providing certain basic bookkeeping services. It is denied that the bookkeeping services are properly characterized as "accounting services," and it is further denied that Plaintiff was requested to provide "managerial services." In further response, Intervener is without information or knowledge sufficient to form a belief regarding the averment that Plaintiff's responsibilities increased so that averment is deemed denied. It is further denied, however, that Intervener or the Company requested or agreed to any increase in Plaintiff's responsibilities or that the stated rate of pay and any increases in any rate of pay were agreed to by Intervener or the Company. 5. After reasonable investigation, Intervener is without information or knowledge sufficient to form a belief regarding the truth and accuracy of the information set forth on Exhibit A so that this averment is deemed denied. In further response,the invoice dated March 25, 2014 allegedly provided to the Company was not provided to Intervener until its attachment as an exhibit to this Complaint. The accuracy of the averments regarding the performance of accounting and managerial services is denied and Intervener's response to paragraph 4 is hereby incorporated by reference. 6. After reasonable investigation, Intervener is without information or knowledge sufficient to form a belief regarding the truth and accuracy of the information reflected on Exhibit A so that these averments are deemed denied. 7. Denied. The rate of compensation listed on Exhibit A reflects six different rates and it is denied that these rates are fair rates for the services performed, or consistent with rates paid for similar services in the Central Pennsylvania area. On their face the rates claimed by Plaintiff appear wholly arbitrary. 8. After reasonable investigation, Intervener is without information or knowledge sufficient to form a belief as to the truth of the averments of paragraph 8 so that they are deemed denied. 2 9. After reasonable investigation, Intervener is without information or knowledge sufficient to form a belief regarding the averments of paragraph 9 so that they are deemed denied. 10. The averments of paragraph 10 are conclusions of law to which no responsive pleading is required. NEW MATTER 11. Intervener avers on information and belief that Plaintiff was requested to provide certain basic bookkeeping functions by her husband, Adam Abram, but that the Company did not agree to compensate her for such services, at least until such time as the Company's finances permitted paying for bookkeeping services. 12. Intervener avers on information and belief that the Company never retained Plaintiff to provide accounting or managerial services. 13. Intervener avers on information and belief that until the filing of the Complaint, Plaintiff had neither advised the Company of her expected or stated pay rate nor requested any change in a pay rate, made a demand for payment, accounted to the Company for her time, submitted time records or otherwise manifested an intention to make a claim for services performed. 14. The number of hours Plaintiff claims to have performed is unreasonable given the scope of services for which Intervener believes her services were retained. 15. The pay rates claimed by Plaintiff are unreasonable. 3 16. At least some of the claims made by Plaintiff are barred by the applicable statute of limitation or laches. WHEREFORE, Intervener demands that Plaintiff's Complaint be dismissed with prejudice and that he be awarded costs and such further relief as appropriate. SAIDIS, SULLIVAN & ROGERS By Daniel L. Sullivan, Esquire Attorney I.D. PA 34548 John A. Feichtel Attorney I.D. PA 77426 26 West High Street Carlisle, PA 17013 (717) 243-6222 Email: dsullivannssr-attorney sy com Attorneys for John Royal 4 VERIFICATION I, John Royal, hereby state that the facts set forth in the foregoing document are true and correct to the best of my personal knowledge or information and belief. I am aware that false statements herein are made subject to the penalties of 18 Pa. C.S. §4904, relating to unsworn falsification to authorities. John Royal CERTIFICATE OF SERVICE AND NOW, , I, Daniel L. Sullivan, Esquire, hereby certify that I did serve a true and correct copy of the foregoing document upon all.counsel of record and interested parties by depositing, or causing to be deposited, same in the U.S. mail, postage prepaid, at Carlisle, Pennsylvania, addressed as follows: Samuel L. Andes, Esq. 525 North 12`h Street P. O. Box 168 Lemoyne, PA 17043-1213 John Adams Investments, LLC 115 Bryce Road Camp Hill, PA 17011-1303 SAIDIS, SULLIVAN & ROGERS By Daniel L. Sullivan Attorney I.D. #34548 John A. Feichtel Attorney I.D. 477426 26 West High Street Carlisle, PA 17013 Phone: (717) 243-6222 Email: dsullivangssr-attorney, s Attorneys for John Royal Exhibit "A" SUSAN A. ABRAM : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA v. : CIVIL ACTION — LAW JOHN ADAMS INVESTMENTS,: LLC, Defendant ; : NO. 14-2181 CIVIL TERM IN RE: PETITION TO INTERVENE AND REQUEST FOR STAY OF JOHN ROYAL ORDER OF COURT w' AND NOW, this 8th day of May, 2014, upon consideration of the Petition To Intervene and Request for Stay of'John Royal, a Rule is hereby issued upon all interested parties to show cause why the relief requested should not be granted. RULE RETURNABLE within 20 days of service. IT IS FURTHER ORDERED that all proceedings in this matter are STAYED pending consideration of the Petition To Intervene. BY THE COURT, , 4amuel L. Andes, Esq. 525 N. 12th Street P.O. box 168 Lemoyne, PA 17043-1213 ,/Daniel L. Sullivan, Esq. 26 West High Street Carlisle, PA 17013 /John Adams Investments, LLC 115 Bryce Road Camp Hill, PA 17011 :rc eitVbb--/P614— Christylbe L. Peck, J. c -0 3 ..�- ▪ —1 i -rt to = --L- `1 CA r o CD r- z --9 r,-, C) r_. -` .: