Loading...
HomeMy WebLinkAbout14-2310 o� +d is P ►' . James A Miller, Esquire P NN5 MILLER LIPSITT LLC t/�4, 6 S 17 Street Camp Hill, PA 17011 717.737.6400 t; 717.737.5355 f jamesQpaatlaw.com Attorney for Plaintiff - PA ID 61352 Loretta A Ferster, In the Court of Common Pleas Plaintiff Cumberland County, PenD -syly is No. ► a3 b U6V t Joseph A Stouffer CONFESSION OF JUDGMENT FOR MONEY Pursuant to the authority contained in the warrant of attorney, a copy of which is attached to the Complaint filed in this action, I appear for Defendant and confess judgment in favor of the Plaintiff and against the Defendant as follows: DEFENDANT JOSEPH A STOUFFER Principal Balance: $142,405.07 Interest through March 28, 2014 $1,127.79 Late Fees through March 28, 2014 $118.80 Attorneys' Fees $10,055.62 (all principal and interest and all other sums then due pursuant to the terms of the said Installment Sales Agreement and Documents and for costs of suit and reasonable attorney's commission of seven (7 %) percent) TOTAL $153,707.28 plus all amounts advanced by Plaintiff in collection of the debt pursuant to the terms of the Installment Loan Agreement and Documents, along with all reasonable attorneys' fees, monthly late charges, and interest at the accelerated Interest as set forth in said documents, from March 28, 2014. A -I.suV C1 Date:. lS� RESPECTFULLY SUBMITTED, mes A Mill, Esquire MILLER L1.PSITT LLC 6 S Street amp Hill PA 17011 717.737.6400 James @paatlaw.com r e� fd nd James A Miller, Esquire• r•;, r ti MILLER LIPSITT LLC 6 S 17` Street Camp Hill, PA 17011 717.737.6400 t; 717.737.5355 f james@paatlaw.com Attorney for Plaintiff - PA ID 61352 Loretta A Ferster, In the Court of Common Pleas Plaintiff Cumberland County, Pee n Ivania No. it V Joseph A Stouffer COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY Plaintiff, Loretta A Ferster, files this complaint pursuant to Pa. R.C.P. 2951(a) for judgment by confession and in support thereof avers the following: 1 Plaintiff, Loretta A Ferster ( "Plaintiff') is an adult individual with an address of 190 4 Street, Bonita Springs, Florida 34134. 2 Defendant, Joseph A Stouffer ( "Defendant ") is an adult individual with an address of 523 Warren Street, Lemoyne, Cumberland County, Pennsylvania 17043. 3 On or about August 2, 2012, Plaintiff extended to Defendant a loan in the amount of $175,000.00 ( "Loan "). 4 To evidence his indebtedness under the Loan, Defendant contemporaneously executed and delivered to Plaintiff an Installment Loan Agreement and Guaranty both of which are dated August 2, 2012 ( "ISA "). The ORIGINAL ISA and ORIGINAL Guaranty which authorize judgment by confession are attached hereto as Exhibit "A." s 5 Contrary to the terms and provisions of the ISA, Defendant has failed to make payments including but not limited to insurance and taxes when due on the Loan. 6 Defendant's failure to make payments when due constitutes a default under the terms of the ISA. 7 Under the terms of the ISA, Plaintiff presently possesses the right to demand payment by Defendant on all amounts due on the ISA. 8 Under the terms of the ISA, due to Defendant's default, Plaintiff is also entitled to attorneys' fees equal to seven (7 %) percent of the outstanding principal balance and interest. 9 As a result of the default on the Loan, the following amounts are due to Plaintiff: Principal Balance: $142,405.07 Interest through March 28, 2014 $1,127.79 Late Fees through March 28, 2014 $118.80 Attorneys' Fees $10,055.62 (all principal and interest and all other sums then due pursuant to the terms of the said Installment Sales Agreement and Documents and for costs of suit and reasonable attorney's commission of seven (7 %) percent) TOTAL $153,707.28 plus all amounts advanced by Plaintiff in collection of the debt pursuant to the terms of the Installment Loan Agreement and Documents, along with all reasonable attorneys' fees, monthly late charges, and interest at the accelerated Interest as set forth in said documents, from March 28, 2014. 10 Plaintiff has demanded payment from Defendant and Defendant has been notified of his default pursuant to the ISA. 11 Despite Plaintiff's demands, Defendant has failed to pay the indebtedness owed to Plaintiff under the ISA. 12 The judgment sought herein is not against a natural person in connection with a consumer credit transaction. 13 The ISA has not been assigned. 14 Judgment has not been entered in any jurisdiction on the ISA authorizing confession. WHEREFORE, Plaintiff, as authorized by the confession of judgment clauses contained in the ISA/Guaranty requests judgment to be entered against Defendant in the sum of $153,707.28 plus any additional interest, attorneys' fees and costs authorized by the warrant of attorney. RESPECTFULLY SUBMITTED, James A Mi , Esquire MIL IPSITT LLC S 17 Street Camp Hill PA 17011 717.737.6400 James @paatlaw.com C7 , Loretta A Ferster, In the Court of Common Pleas Plaintiff Cumberland County, Pennsylvania No. V Joseph A Stouffer : VERIFICATION I verify that the statements made in the attached Complaint are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. Section 4904 relating to unsworn falsification to authorities. � Date: 2,01 Loretta A Ferster J ' 7 ! ' f INSTALLMENT SALES AGREEMENT REAL PROPERTY: 503 EAST EMAUS STREET, MIDDLETOWN, DAUPHIN COUNTY, PENNSYLVANIA BUSINESS ASSETS: CONE A CABANA CORP ASSETS SELLER: LORETTA A FERSTER, AN ADULT INDIVIDUAL AND CONE A CABANA CORP, A PENNSYLVANIA CORPORATION BUYER:JOSEPH A STOUFFER, AN ADULT INDIVIDUAL and JAS Realty Group LLC and Cone a Cafe, LLC PURCHASE PRICE: $175,000.00; 5%, YR AMORTIZATION• 5 YR BALLOON THIS AGREEMENT, is made and entered into this �/ day of , 2012, by and between Loretta A Ferster, an adult individual and Cone A Cabana Corp, a Pennsylvania Corporation, hereinafter collectively referred to herein and throughout as "Seller" AND Joseph A Stouffer, an adult individual, doing business as JAS Realty Group, LLC and Cone a Cafe, LLC, jointly and severally, with a business office located at 523 Warren Street, Lemoyne, PA 17043 -2037, hereinafter collectively referred to herein and throughout as 'Buyer ". WITNESSETH: Seller and Buyer for and in consideration of the covenants and agreements hereinafter set forth, intending to be legally bound, promise, declare and agree subject to the terms and conditions as follows: I. Property Conveyed. a. REAL PROPERTY Seller hereby agrees to sell to Buyer and Buyer agrees to purchase from Seller the real property known as 503 East Emaus Street, k Middletown, Dauphin County, Pennsylvania, 17057, parcel number 41 -015 -036, and more particularly described as: ALL THAT CERTAIN piece or parcel of land situate in the Borough of Middletown, Dauphin County, Pennsylvania, erroneously described as a leasehold estate in the prior } Deed, bounded and described as follows, to wit: BEGINNING at a point, being an iron pin, at the northeast corner of the intersection of Rupp Street and Emaus Street; thence along the eastern side of Rupp Street North 9 degrees 49 minutes East, a distance of 61.50 feet to a stake; thence along lands now or formerly of Donna Wenrich, South 80 degrees 11 minutes East a distance of 106 feet to a stake; thence along the line of Lot No. 25 on the Plan of lots hereinafter mentioned South 9 degrees 49 minutes West, a distance of 62.10 feet to a point in the northern line of Page 1 of 19 ISA — Ferster /Stouffer Cone A Cabana f } "EXHIBIT All INSTALLMENT SALES AGREEMENT REAL PROPERTY: 503 EAST EMAUS STREET, MIDDLETOWN, DAUPHIN COUNTY, PENNSYLVANIA BUSINESS ASSETS: CONE A CABANA CORP ASSETS SELLER: LORETTA A FERSTER, AN ADULT INDIVIDUAL AND CONE A CABANA CORP, A PENNSYLVANIA CORPORATION BUYER:JOSEPH A STOUFFER, AN ADULT INDIVIDUAL and JAS Realty Group LLC and Cone a Cafe, LLC PURCHASE PRICE: $175,000.00; 5%,20 YR AMORTIZATION; 5 YR BALLOON THIS AGREEMENT, is made and entered into this Ilk day of 6 � � , 2012, by and between Loretta A Ferster, an adult individual and Cone A Cabana Corp, a Pennsylvania Corporation, hereinafter collectively referred to herein and throughout as "Seller" AND Joseph A Stouffer, an adult individual, doing business as JAS Realty Group, LLC and Cone a Cafe, LLC, jointly and severally, with a business office located at 523 Warren Street, Lemoyne, PA 17043 -2037, hereinafter collectively referred to herein and throughout as 'Buyer ". WITNESSETH: Seller and Buyer for and in consideration of the covenants and agreements hereinafter set forth, intending to be legally bound, promise, declare and agree subject to the terms and conditions as follows: 1. Property Conveyed. a. REAL PROPERTY Seller hereby agrees to sell to Buyer and Buyer agrees to purchase from Seller the real property known as 503 East Emaus Street, Middletown, Dauphin County, Pennsylvania, 17057, parcel number 41- 015 -036, and more particularly described as: ALL THAT CERTAIN piece or parcel of land situate in the Borough of Middletown, Dauphin County, Pennsylvania, erroneously described as a leasehold estate in the prior Deed, bounded and described as follows, to wit: BEGINNING at a point, being an iron pin, at the northeast corner of the intersection of Rupp Street and Emaus Street; thence along the eastern side of Rupp Street North 9 degrees 49 minutes East, a distance of 61.50 feet to a stake; thence along lands now or formerly of Donna Wenrich, South 80 degrees 11 minutes East a distance of 106 feet to a stake; thence along the line of Lot No. 25 on the Plan of lots hereinafter mentioned South 9 degrees 49 minutes West, a distance of 62.10 feet to a point in the northern line of Page 1 of 19 ISA - Ferster /Stouffer Cone A Cabana Emaus Street; thence along the northern line of Emaus Street, North 80 degrees West a distance of 106 feet to an iron pin, being the point of BEGINNING. b. TANGIBLE AND INTANGIBLE BUSINESS ASSETS Seller hereby agrees to sell to Buyer and Buyer agrees to purchase from Seller all of the assets of Cone A Cabana Corp, as further described on attached Exhibit B, including the equipment, fixtures, inventory, telephone numbers, facsimile numbers, website(s), certificate of occupancies, licenses, permits, orders, registrations, certificates or approvals of any governmental authority (the "Permits ") held by or on behalf of the Seller and now used by the Seller or required for the operation for the restaurant to the extent of Buyer's willingness to assume the Permits, goodwill, going concern value, supplies, and trade name "Cone A Cabana" (the "Goodwill ") associated with and used in conjunction with the operation of a restaurant business located at 503 East Emaus Street, Middletown, Dauphin County, Pennsylvania. 2. Purchase Price. The entire purchase price for the real property and the business assets shall be the sum of One Hundred Seventy Five Thousand ($175,000.00) Dollars and no cents. Buyer shall deliver at First Settlement a nonrefundable payment of Twenty Five Thousand ($25,000.00) Dollars and no cents to Seller. Seller shall extend the balance of the purchase price to Buyer with financing terms as follows: interest shall be charged thereon at the rate of Five (5 %) percent per annum amortized over twenty (20) years payable by Buyer to Seller in monthly payments of Nine Hundred Eighty Nine Dollars ($989.93) Ninety Three cents with the first of such payments due on May 1, 2012, and on the I" day of each month thereafter until April 30, 2017, at which time the total remaining principal and accrued interest shall be due and payable in full (the "Maturity Date "). Seller agrees that Buyer's first installment due under this Agreement on May 1, 2012, shall be paid in the amount of $495.00 and the balance of $494.93 shall be paid on June 1, 2012, without penalty in order to provide Buyer with an opening cushion. The purchase price shall be allocated with the real property sales price being $125,000.00and the asset price being $50,000.00. Further, the purchase price for the assets shall be further allocated with the hard assets valued at $40,000.00, and Goodwill valued at $10,000.00. Attached hereto as Exhibit A is the amortization schedule reflecting the foregoing terms and following schedule: Loan principal amount $150,000.00 Annual interest rate 5.000% Amortization period in years 20 Years until balloon payment 5 Page 2 of 19 ISA — Ferster /Stouffer Cone A Cabana Monthly payment $989.93 Total monthly payments $59,395.80 Total amount Paid $184,577.64 Total interest $34,577.64 Balloon payment $125,182.29 3. Late Charge. Any installment payment or other charge not paid within fifteen (15) days of the due date shall be subject to a six (6 %) percent late charge, and not as a penalty. 4. First and Final Settlement. a. First Settlement First Settlement shall be April 2, 2012 and held at the offices of Robert A Quigley, Esquire, 1553 Bridge St, New Cumberland, PA 17070, at which time possession of the Property shall be delivered to Buyer, provided Buyer has complied with the terms and conditions of this Agreement. b. Escrow At the time of First Settlement, an executed deed conveying the Property to Buyer shall be held in escrow by Seller's attorney, James A Miller, Esquire, 4 South 17� Street, Camp Hill, PA 17011. An executed quitclaim deed shall be held in escrow by Buyer's attorney, Robert A Quigley, Esquire, 1553 Bridge St, New Cumberland, PA 17070. c. Final Settlement Final Settlement shall be made on or before April 30, 2017. Upon payment in full of the purchase price to include and, not be limited to, accrued interest, late fees, costs and /or expenses together with any other charges under this Agreement, Seller will deliver to Buyer the special warranty deed. Seller and Buyer shall also execute and file any documentation necessary to effectuate the transfer of the business assets including but not limited to Bills of Sale. Each party shall be solely responsible for their separate and respective tax consequences, if any, associated with such transfers. 5. Real Estate Transfer Taxes. At Final Settlement (as described above) or pursuant to paragraph 26 hereunder, all real estate transfer taxes shall be paid one -half by the Seller and one -half by the Buyer. In the event that the taxable event to Seller at the time of the Final Settlement equals more than one (1 %) percent of the purchase price of the real estate at the. time of execution hereof, then in addition to Buyer paying Buyer's portion of the transfer taxes, Buyer shall also pay the difference between the one (1 %) percent of the purchase price at the time of execution hereof and the amount that Seller is required to pay at the time of Final Settlement. Page 3 of 19 ISA — Ferster /Stouffer Cone A Cabana 6. Real Estate Taxes. Seller shall have paid current all real estate taxes at the time of First Settlement. Thereafter, Buyer agrees to pay and keep current the real estate taxes during the term hereof. Seller shall provide Buyer with the. annual county real estate tax bill and the annual school real estate tax bill upon Seller's receipt. Buyer shall thereafter pay each tax bill. Failure of Buyer to pay these taxes in accordance herewith shall be considered a default hereunder by Buyer. Buyer shall also be in default hereunder if said taxes are not paid at the expiration of the calendar year for which said taxes are due. 7. Insurance. Buyer shall maintain full fire, liability and extended coverage on the Property together with the improvements thereon in an amount sufficient to protect Seller to the extent of Seller's unpaid interest in the real property and business assets. The insurance policy shall name Seller as an additional insured and a copy shall be provided to Seller without charge each and every year at the time of Buyer's renewal. Seller's requirements hereunder may vary and change depending upon Seller's own casualty insurance provider's requirements. Seller shall notify Buyer of such changes if any and Buyer shall comply with such notifications and requirements within thirty (30) days of notification by Seller. 8. Casualty Proceeds. In the event the Property or any portion thereof is taken by or under threat of the exercise of the power of eminent domain or in the event of damage or destruction by fire or other casualty, whether insured or uninsured, this Agreement shall continue in full force and effect. Buyer shall promptly repair or restore any damage or destruction so as to restore the Property to the condition and market value as it existed prior to such condemnation, damage or destruction. Amounts payable in connection therewith shall be applied towards Buyer's cost of repair and restoration. Any additional amounts required to complete such repair or restoration shall be paid by Buyer. If the purchase price, interest and any additional payments shall be paid in full, then any excess amounts shall be paid to Buyer. 9. Maintenance and Repair. Buyer shall, at Buyer's sole cost and expense, maintain and keep the Property and all improvements as well as all business assets in good and substantial repair. Buyer shall make no structural alterations without first receiving the written consent of Seller, which shall not be unreasonably withheld. Seller shall not be required to maintain, replace, repair or rebuild any part of the Property herein conveyed. All maintenance and repair by Buyer shall be undertaken and completed in a workmanlike manner and in compliance with all rules, regulations, laws, ordinances, statutes and requirements of all governmental bodies and agencies. Buyer shall keep and hold Seller safe and harmless from any and all claims for work and labor done or materials furnished in connection with any maintenance and repairs thereto. Prior to any work being performed on the real property, Buyer shall Page 4 of 19 ISA - Ferster /Stouffer Cone A Cabana have properly executed and filed the appropriate mechanic's lien documents so that the Seller's interests herein are not compromised to any extent. In the event Buyer shall fail or refuse to perform the obligations hereunder, Seller may perform them and all costs and expenses thereof shall be paid by Buyer as additional payments. Buyer shall maintain the exterior of the property in good order including but not limited to removing snow from the parking lot, clearing the sidewalks of snow and debris, mowing the lawns, and trimming bushes, and proper lighting. 10. Right of Prepayment. Buyer shall have the right at anytime to prepay the balance of the unpaid purchase price, together with all accrued interest and any other charges under this Agreement, without penalty. Prior to the exercise of this right, Buyer shall give to Seller at least thirty (30) days written notice whereupon Final Settlement shall be held in accordance with Paragraph 4 hereof. 11. Additional Payments to be Paid by Buyer. All amounts which Buyer is required to pay pursuant to this Agreement which are not classified as principal, interest, late fees, or penalties of any nature, hereinafter "additional payments ", shall constitute additional payments. If Buyer shall fail to pay any additional payments, Seller shall have the right to pay the same and/or shall have all rights, powers and remedies with respect thereto as are provided under this Agreement at Buyer's sole cost and expense. Buyer shall pay the purchase price, interest, monthly payments and additional payments when due, without notice or demand. 12. Seller Representations: Seller unconditionally represents warrants and covenants as follows: (a) That Seller has full power and authority to enter into this Agreement and to carry out its undertakings hereunder. (b) That Seller is the owner of and has good, marketable and insurable title to the real estate and to all the assets specifically enumerated in the attached exhibits, free from all encumbrances excepting a line of credit currently. (c) That any and all papers required by this Agreement will be delivered at the time of the Settlement. (d) That no judgments or liens will be outstanding at the time of Settlement, against the Seller or against the business. (e) That there is no litigation, suit or governmental proceedings pending or threatened against Seller, which might affect her business. (f) That to Seller's knowledge, Seller has complied with the laws, rules and regulations of local, state and federal governments. Page 5 of 19 ISA - Ferster /Stouffer Cone A Cabana (g) That Seller has paid (or will pay at First Settlement or within thirty (30) days thereafter) Social Security, Withholding, Sales and Unemployment Insurance Taxes and all other taxes required of Seller to the appropriate government agencies to date and will pay the same with respect to all business transacted through the time of First Settlement as hereinafter provided. - (h) That Seller has entered into no contract to sell the business or any portion thereof (including real estate) to anyone else. (i) To the best of Seller's knowledge, information and belief, the assets constituting the business are in good condition and working order and adequate and sufficient for the operation of the business as presently being conducted. 0) The Bill of Sale and instruments of assignment to be delivered at the Final Settlement will transfer all right, title and interest of Seller of all assets enumerated in the attached exhibits, free of all encumbrances, and will contain the usual warranties of title. 13. Buyer's Representations and Warranties As an inducement to Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer represents and warrants to Seller, that each of the following representations and warranties is true and correct as of the date hereof and as of the Closing Date: a. Organization; Good Standing; Power Buyer is (i) duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania as a limited liability company, and (ii) has full power and authority to enter into this Agreement; and (iii) this Agreement is legally valid and binding upon and enforceable against Seller in accordance with its terms; and b. Liti atg ion. There are no actions, suits or other legal proceedings or investigations pending, proposed or threatened, against Buyer regarding the right of Buyer to execute and perform this Agreement, or that will or might have any effect upon the Purchased Assets or Buyer's ability to perform this Agreement. Except as otherwise provided for in this Agreement, the Buyer's representations and warranties contained in this Section 13 are each accurate, true and correct as of the date of this Agreement and shall be accurate, true and correct as of the Closing and at all times between those two dates. 14. Good Title. At Final Settlement, Seller shall deliver to Buyer by special warranty deed, good and marketable title which can be insured at standard rates by a reputable title company authorized to do business in the Commonwealth of Pennsylvania, free and clear of all liens and encumbrances, excepting, however, existing building restrictions, ordinances, easements, deed restrictions, public utility easements and Page 6 of 19 ISA - Ferster /Stouffer Cone A Cabana other matters of record or visible by inspection. Buyer and Seller agree that neither party shall mortgage or otherwise encumber the real property during the term of this Agreement. 15. Zoning of Real Property. Buyer confirms that the real property is zoned R2- Residential District in Middletown Borough and is a permitted existing use as an ice cream shop /restaurant and has not relied upon any representation made by Seller with regard to any aspect of zoning including use, parking and the like. 16. Public utilities. Seller warrants the real property is serviced by public water and public sewer. Further, Seller warrants these systems are fully paid for and as of this date and are in satisfactory operating condition. Upon execution hereof, Buyer shall pay all public utilities associated with the real property and business assets including the water and sewer charges. 17. Possession. Possession to be delivered at First Settlement together with all keys. 18. Right of Inspection. Buyer acknowledges that having had an opportunity to inspect the Property, and having made a determination of the need for repairs, if any, Buyer takes the subject Property in an "as is" condition. Buyer will accept at the Property at First and Final Settlements in its "as is" condition. Buyer shall not seek from Seller any concessions in pricing or payments hereunder at anytime during the term hereof based upon the condition of the property hereby conveyed. 19. Indemnification. Seller, its agents, servants and employees, shall be held harmless by Buyer from any liability for damages to any person or any property in or upon the Property and the sidewalks and roadways adjoining the same, including the person and Property of Buyer, Buyer's employees, agents, servants, and all persons at the Property at Buyer's invitation. 20. Prorations. Real estate taxes, water and sewer rent and all other claims and charges upon the Property shall be apportioned to the day of First Settlement based on the appropriate fiscal or calendar year of the taxing authority. Seller shall pay all private utilities up to the date of First Settlement and Buyer shall pay all such thereafter. 21. No Commissions. The parties respectively warrant to each other that no finders, real estate brokers or other persons are entitled to claim a fee or commission as a result of this transaction except for Bradley S. Swidler and NAVOR which shall be paid by Seller at the time of First Settlement. Each party shall indemnify and save harmless the other of and from the payment of any other commission or fees claimed or found to be due through such party. 22. Fixtures /Personalty. All plumbing, heating, lighting, gas fixtures, range, air Page 7 of 19 ISA - Ferster /Stouffer Cone A Cabana 0 conditioners, together with all other permanent fixtures, systems and equipment appurtenant thereto or affixed to the Property, and all trees, shrubbery and plantings now in or on said Property are included in the sale and purchase price of this Agreement. All appliances are included in this sale. The appliances are more fully shown on Exhibit `B" attached hereto. 23. Risk of Loss. Any loss or damage to the Property caused by fire or loss commonly covered by extended coverage endorsements of reputable insurance companies between the date of this Agreement and Final Settlement shall not in any way void or impair any of the conditions or obligations of this Agreement. 24. Assignment. This Agreement may not be assigned by Buyer without the prior written approval of Seller such approval not being unreasonably withheld. Nothing contained in this paragraph shall be construed as a prohibition against the sale of the real property and business assets by Buyer to a third party whereby Seller receives the full consideration stated hereinabove. In the event of such an outright sale, Seller agrees to execute (at no additional cost to Seller) all documents reasonably required to affect such a sale and conveyance. Seller shall riot incur any additional liability including but not limited to costs, expenses, fees or taxes as a result of such assignment and/or outright sale. 25. Events of Buyer Default. Any of the following occurrences or acts shall constitute an event of default under this Agreement and are herein referred to as "Events of Default ": a. If Buyer shall (i) fail to pay the purchase price, the monthly payments, or the additional payments required to be paid by Buyer hereunder or any fees, expenses or costs that accrue as a result of this agreement, and such failure shall continue for fifteen (15) days after written notice to Buyer of such failure, or (ii) fail to perform any of Buyer's obligations pursuant to this Agreement not requiring the payment of money and such failure shall continue for fifteen (15) days after notice to Buyer of such failure. b. If Buyer shall file a petition in bankruptcy or for reorganization or for an arrangement pursuant to any federal or state bankruptcy or insolvency law or any similar federal or state law, or shall be adjudicated a bankrupt or become insolvent or shall make an assignment for the benefit of creditors or shall admit in writing Buyer's inability to pay Buyer's debts generally as they become due; or c. If a receiver, trustee or liquidator of Buyer or of all or substantially all of the assets of Buyer or of the Property or Buyer's estate therein shall be appointed in any proceeding brought by Buyer; or Page 8 of 19 ISA - Ferster /Stouffer Cone A Cabana d. If Buyer abandons or vacates the Property for a period in excess of twenty (20) days. This specific subsection shall not apply in the event Buyer elects to close Cone a Cafe, LLC during winter months. e. If Buyer violates any local, state or federal Code, Ordinance, Rule and /or Regulation. 26. Remedies of Seller. If any Event of Default shall occur, then the Seller may terminate this Agreement. All of Buyer's payments to the date of default are forfeited as liquidated damages and not as a penalty. Seller shall have all rights and remedies as provided in equity and law against Buyer. 27. Rights of Seller. Either parties' failure to insist upon the strict performance of any provisions hereof or to exercise any option, right, power or remedy contained herein shall not constitute a waiver or relinquishment thereof for the future. 28. Transfer of Property; Assumption. If all or any part of the Property or an interest therein is sold or transferred by Buyer without Seller's prior written consent, excluding (a) the creation of a lien or encumbrance subordinate to this Agreement; (b) the creation of a purchase money security interest for fixtures and equipment; or (c) a transfer by devise, descent or by operation of law, Seller may, at Seller's option, declare all the sums due under this Agreement to be immediately due and payable and Seller may, at any time thereafter, notify Buyer of Buyer's default and .invoke any remedies provided by this Agreement as well as at law and in equity. 29. Notices. All payments, notices and documents required by this Agreement to be served or delivered to either party shall be in writing and shall be deemed duly served and given when personally delivered or in lieu of personal service when deposited in the United States mail by certified mail, return receipt requested, postage prepaid, addressed to Seller or Buyer at the address set forth below: Seller: Cone A Cabana, Corp & Loretta A Ferster, 190 4th Street, Bonita Springs, FL 34134. Copy to: Miller Lipsitt, LLC, James A Miller Esquire, 4 S 17 St, Camp Hill, PA 17011 Buyer: Joseph A Stouffer, 523 Warren Street, Lemoyne, PA 17043. Copy to: Robert A Quigley, Esquire, 1553 Bridge St, New Cumberland, PA 17070. or at such other place designated by the parties hereto in writing. 30. Required Notices. Buyer and Seller shall each notify the other promptly of the Page 9 of 19 ISA - Ferster /Stouffer Cone A Cabana occurrence of any of the following: a. A fire or other casualty causing damage to the Property or any part thereof; b. Receipt of notice of condemnation of the Property or any part thereof; c. Receipt of notice from any governmental authority relating to the structure, use or occupancy of the Property or any part thereof; d. Any substantial change in the occupancy or use of the Property or any part thereof; or e. Commencement of any litigation affecting title to the Property or Buyer's or Seller's interest therein. 31. Recording. After First Settlement as provided in Paragraph 4 hereof, a Memorandum of this Agreement will be recorded by Buyer at Buyer's expense. This Agreement shall not be recorded prior to First Settlement. 32. Separability. Each provision hereof shall be separate and independent and the breach of any such provision by Seller shall not discharge or relieve Buyer from Buyer's obligations to perform each and every covenant to be performed by Buyer hereunder. 33. Partial Invalidity. If any provision hereof or the application thereof to any party or circumstance shall to any extent be invalid or unenforceable, the remaining provisions hereof, or the application of such provision to any party or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each remaining provision hereof shall be valid and shall be enforceable to the extent permitted by law. 34. Applicable Law. This Agreement shall be construed under and in accordance with the laws of the Commonwealth of Pennsylvania. 35. Entire Agreement. This Agreement contains the whole Agreement between the parties and there are no other terms, obligations, covenants, representations, statements or conditions, oral or otherwise, of any kind whatsoever and it may not be altered, amended or modified other than in writing executed by the parties hereto. This Agreement supersedes any prior agreements of the parties respecting the subject matter herein. 36. Headings. Paragraph headings are for reference only and do not constitute a part of this Agreement. 37. Time. Time shall be of the essence of this Agreement. 38. Counterparts. This Agreement may be executed in several counterparts, each of , Page 10 of 19 ISA - Ferster /Stouffer Cone A Cabana which shall be deemed an original, and all such counterparts shall constitute one and the same instrument. 39. Other Documents. The parties agree that they will forthwith and at least within five (5) days after demand therefor execute any and all written instruments or such other writings as may be desirable to effectuate the terms of this Agreement. Buyer shall execute contemporaneously herewith the Personal Guaranty attached hereto as Exhibit C. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, do hereby execute this Agreement on the day and date above stated. WITNESS /Attest: SELLER: Cone A Cabana Corp Loretta A Ferster, President Loretta A Ferster BUYER: l� XepStouffer JAS Realty Group, LLC and Cone a Cafe, LC ( Jep Stou er, s le a er Page 11 of 19 ISA - Ferster /Stouffer Cone A Cabana COMMONWEALTH OF PENNSYLVANIA: SS. COUNTY OF Cumberland On this, the 2-l"" of April 2012, before me, the undersigned Notary Public, the undersigned officer, personally appeared Loretta A Ferster, who acknowledged herself to be the President, of Cone a Cabana Corp, a PA Corporation, and she, as such President being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the Corporation by herself as President. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. COMMO MUN OF r s nv m tarw Seal Notary Public East ro �, u be� cu My Commi on pin cation Ap so, sops COMMONWEALTH OF PENNSYLVANIA: SS. COUNTY OF Cumberland On this, the ' ay of April 2012 before me, a Notary Public, in and for the Commonwealth of Pennsylvania, the undersigned officer personally appeared Loretta A Ferster, known to me or satisfactorily proven to be the persons whose names are subscribed to the within instrument, and acknowledged that they executed same for the purposes therein contained. IN WITNESS WHEREOF, I h ave hereunto set my hand and official seal. CA oNWFJki OF Mote pubiic Notary P is i 3o, p1 3ty My ommiss' Expires: ' Page 12 of 19 ISA - Ferster /Stouffer Cone A Cabana COMMONWEALTH OF PENNSYLVANIA: : SS. COUNTY OF Cumberland On this, the 2 - day of April 2012 before me, a Notary Public, in and for the Commonwealth of Pennsylvania, the undersigned officer personally appeared Joseph A Stouffer, known to me or satisfactorily proven to be the persons whose names are subscribed to the within instrument, and acknowledged that they executed same for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. �. pq Notary Public COMMONWEA OF PENNSYLVANIA Notarial Seal Valerie S. Priest, Notary Public My Commission Expires: Hampden Twp., Cumberland County My Commission Expires Nov. 30, 2012 MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES Commonwealth of Pennsylvania ss. County of Cumberland : On this, the C `— day of Q. - , 20 Q— me, the undersigned Notary Public, the undersigned officer, personally appeared Joseph A Stouffer who acknowledged himself to be the sole member of JAS Realty Group, LLC and Cone a Cafe, LLC Pennsylvania Limited Liability Companies and he, as such sole member being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the limited liability company by himself as sole Member. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. PAAA Qi COMMONWEALTH OF PENNSYLVANIA Notary Public Notarial Seal Valerie S. Priest, Notary Public 1 My Commission Expires: l Hampden Twp., Cumberland County My Commission Expires Nov. 30, 2012 MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES Page 13 of 19 ISA — Ferster /Stouffer Cone A Cabana 7 • EXHIBIT A - Amortization Beginning Principal Ending Time B alanc e Interest Due Principal Du e Paid Balance 1 $150,000.00 $625.00 $364.93 $364.93 $149,635.07 2 $149,635.07 $623.48 $366.45 $366.45 $149,268.61 3 $149,268.61 $621.95 $367.98 $367.98 $148,900.63 4 $148,900.63 $620.42 $369.51 $369.51 $148,531.12 5 $148,531.12 $618.88 $371.05 $371.05 $148,160.06 6 $148,160.06 $617.33 $372.60 $372.60 $147,787.46 7 $147,787.46 $615.78 $374.15 $374.15 $147,413.31 8 $147,413.31 $614.22 $375.71 $375.71 $147,037.60 9 $147,037.60. $612.66 $377.28 $377.28 $146,660.32 10 $146,660.32 $611.08 $378.85 $378.85 $146,281.47 11 $146,281.47 $609.51 $380.43 $380.43 $145,901.05 12 $145,901.05 $607.92 $382.01 $382.01 $145,519.03 13 $145,519.03 $606.33 $383.60 $383.60 $145,135.43 14 $145,135.43 $604.73 $385.20 $385.20 $144,750.23 15 $144,750.23 $603.13 $386.81 $386.81 $144,363.42 16 $144,363.42 $601.51 $388.42 $388.42 $143,975.00 17 $143,975.00 $599.90 $390.04 $390.04 $143,584.96 18 $143,584.96 $598.27 $391.66 $391.66 $143,193.30 19 $143,193.30 $596.64 $393.29 $393.29 $142,800.00 20 $142,800.00 $595.00 $394.93 $394.93 $142,405.07 21 $142,405.07 $593.35 $396.58 $396.58 $142,008.49 22 $142,008.49 $591.70 $398.23 $398.23 $141,610.26 23 $141,610.26 $590.04 $399.89 $399.89 $141,210.37 24 $141,210.37 $588.38 $401.56 $401.56 $140,808.81 25 $140,808.81 $586.70 $403.23 $403.23 $140,405.58 26 $140,405.58 $585.02 $404.91 $404.91 $140,000.67 27 $140,000.67 $583.34 $406.60 $406.60 $139,594.07 28 $139,594.07 $581.64 $408.29 $408.29 $139,185.78 29 $139,185.78 $579.94 $409.99 $409.99 $138,775.79 30 $138,775.79 $578.23 $411.70 $411.70 $138,364.09 31 $138,364.09 $576.52 $413.42 $4.13.42 $137,950.67 32 $137,950.67 $574.79 $415.14 $415.14 $137,535.53 33 $137,535.53 $573.06 $416.87 $416.87 $137,118.66 34 $137,118.66 $571.33 $418.61 $418.61 $136,700.06 35 $136,700.06 $569.58 $420.35 $420.35 $136,279.71 36 $136,279.71 $567.83 $422.10 $422.10 $135,857.61 Page 14 of 19 ISA - Ferster /Stouffer Cone A Cabana 37 $135,857.61 $566.07 $423.86 $423.86 $135,433.75 38 $135,433.75 $564.31 $425.63 $425.63 $135,008.12 39 $135,008.12 $562.53 $427.40 $427.40 $134,580.72 40 $134,580.72 $560.75 $429.18 $429.18 $134,151.54 41 $134,151.54 $558.96 $430.97 $430.97 $133,720.57 42 $133,720.57 $557.17 $432.76 $432.76 $133,287.80 43 $133,287.80 $555.37 $434.57 $434.57 $132,853.24 44 $132,853.24 $553.56 $436.38 $436.38 $132,416.86 45 $132,416.86 $551.74 $438.20 $438.20 $131,978.66 46 $131,978.66 $549.91 $440.02 $440.02 $131,538.64 47 $131,538.64 $548.08 $441.86 $441.86 $131,096.78 48 $131,096.78 $546.24 $443.70 $443.70 $130,653.09 49 $130,653.09 $544.39 $445.55 $445.55 $130,207.54 50 $130,207.54 $542.53 $447.40 $447.40 $129,760.14 51 $129,760.14 $540.67 $449.27 $449.27 $129,310.87 52 $129,310.87 $538.80 $451.14 $451.14 $128,859.73 53 $128,859.73 $536.92 $453.02 $453.02 $128,406.72 54 $128,406.72 $535.03 $454.91 $454.91 $127,951.81 55 $127,951.81 $533.13 $456.80 $456.80 $127,495.01 56 $127,495.01 $531.23 $458.70 $458.70 $127,036.30 57 $127,036.30 $529.32 $460.62 $460.62 $126,575.69 58 $126,575.69 $527.40 $462.53 $462.53 $126,113.15 59 $126,113.15 $525.47 $464.46 $464.46 $125,648.69 60 $125,648.69 $523.54 $466.40 $466.40 $125,182.29 Page 15 of 19 ISA - Ferster /Stouffer Cone A Cabana 4/2/2012 4:11 PM FROM: Great Road Settlemnt TO: 7177309665 PAGE: 002 OF 002 EQUIPMENT LIST Cone A Cabana Corp. 503 E. Emaus Street Middletown, PA 17057 7- INSIDE TABLE 24- CHAIRS 2- BAR STOOLS 2- FIRE EXTINGUSHERS WOODEN TRANS BINS WINDOW AC HEATER UNIT HIGHCHAIR 1- MENU BOARDS (PEPSI) WALKIN FREEZER & COOLER WASHING RACK 3 BAY SINK ICEMACHINE MOB BUCKET ON WHEELS PEPSI COOLER ON WHEELS MISC. OFFICE SUPPLIES NACHO CHEESE WARMER COFFEE OPENER KNIVES, UTENSILS, POTS /PANS ROLLING CUTTING TABLE BAINE MARIE 2 -ROYAL 45 CASH REGISTERS TRUE FREEZER SANDWICHPREP STATION W /COOLER PANASONIC MICROWAVE DEEP FRYER OVEN GAS GRILL 6 BURNER VULCAN STOVE ANSUL SYSTEM ELECTRO FREEZE BEVERAGE AIR REFRIDGE CHOCOLATE WARMER MISC. WIRING RACKING ELECTRO FREEZE MILK SHAKER PEPSI SODA DISPENSER TELEPHONE SECURITY SYSTEM - ADT 7- PICNIC TABLE OUIDOOR 3- SWINGS BENCH 3- OUTDOOR WOOD TRASH CANS STEAMER - COMMERCIAL EXHIBIT B — Business Assets EQUIPMENT LIST - Cone A Cabana Corp., 503 E. Emaus Street, Middletown, PA 17057 7- INSIDE TABLE 24- CHAIRS 6- BAR STOOLS 2- FIRE EXTINGUSHERS WOODEN TRANS BINS WINDOW AC HEATER UNIT HIGHCHAIR 3- MENU BOARDS (PEPSI /COKE) WALKIN FREEZER & C OLER WASHING RACK 3 BAY SINK ICEMACHINE MOB BUCKET ON WHEELS P SI COOLER ON WHEELS PRINTER 7 COPIER MISC_ OFFICE SUPPLIES HERSHEY HAND DIP ICE CREAM F EZER NACHO CHEESE WARMER COFFEE POT & WARMER ELECTRIC CAN OPENER KNIVES, UTENSILS, POTS/PANS ROLLING CUTTING TABLE BAINE MARIE RADIO 2- ROYAL 45 CASH REGISTERS TRUE FREEZER SANDWICH PREP STATION W /COOLS PANASONIC MICROWAVE DEEP FRYER OVEN GASGRILL 6 BURNER VULCAN STOVE ANSUL SYSTEM ELECTRO FREEZE BEVERAG AIR - REFRIDGE CHOCOLATE W ER MISC. WIRING RACKING E ECTRO FREEZE MILK SHAKER HERSHEY ICE CREAM F EZER WITH TOPPING BAR P SI SODA DISPENSOR TELEPHONE SECURIT SYSTEM 7- PICNIC TABLE O IDOOR 3- SWINGS BENCH 3- OUTDOOR WOOD TRASH CANS Page 16 of 19 ISA - Ferster /Stouffer Cone A Cabana EQUIPMENT LIST Cone A Cabana Corp. 503 E. Emaus Street Middletown, PA 17057 7- INSIDE TABLE 24- CHAIRS 24 BAR STOOLS 2- FIRE EXTINGUSHERS WOODEN TRANS BINS _ WINDOW A/C HEATER UNIT _ HIGH CHAIR „3_ KE) + WALKIN FREEZER & COOLER WASHING RACK 3 BAY SINK ICE MACHINE MOB BUCKET ON WHEELS PEPSI COOLER ON WHEELS RR 11�11 ER q-GepiElt— MISC. OFFICE SUPPLIES NACHO CHEESE WARMER KNIVES, UTENSILS, POTS/PANS ROLLING CUTTING TABLE BAINE MARIE "IZADfo 2- ROYAL 45 CASH REGISTERS TRUE FREEZER SANDWICH PREP STATION W /COOLER PANASONIC MICROWAVE DEEP FRYER OVEN GAS GRILL 6 BURNER VULCAN STOVE ANSUL SYSTEM ELECTRO FREEZE BEVERAGE AIR REFRIDGE CHOCOLATE WARMER MISC. WIRING RACKING ELECTRO FREEZE MILK SHAKER PEPSI SODA DISPENSOR TELEPHONE SECURITY SYSTEM M Y - F 7- PICNIC TABLE OUTDOOR 3- SWINGS BENCH 3- OUTDOOR WOOD TRASH CANS EXHIBIT C — PERSONAL GUARANTY GUARANTY THIS GUARANTY is made this day of April, 2012 by Joseph A Stouffer, of 523 Warren Street, Lemoyne, PA 17043 -2037 (herein after referred to as "Guarantor "): WITNESSETH: NOW, THEREFORE, for good and valuable consideration, intending to be legally bound hereby, Grantor agrees as follows: 1. Warranty of Performance Guarantor hereby unconditionally and irrevocably guarantees the punctual performance of all Buyer/Purchaser's obligations pursuant to a certain Installment Sales Agreement ( "ISA ") dated contemporaneously herewith and any and all related documents associated therewith (the "Documents ") concerning the sale by Loretta A Ferster, an adult individual and Cone A Cabana Corp, a Pennsylvania Corporation, hereinafter collectively referred to herein and throughout as "Seller" to: a. JAS Realty Group, LLC, for the real property known as 503 East Emaus Street, Middletown, PA 17057, for a gross consideration of $125,000.00; and, b. Cone a Cafe, LLC, for the equipment, fixtures, inventory, telephone numbers, facsimile numbers, website(s), certificate of occupancies, licenses, permits, orders, registrations, certificates or approvals of any governmental authority (the "Permits ") held by or on behalf of the Seller and now used by the Seller or required for the operation for the restaurant to the extent of Buyer's willingness to assume the Permits, goodwill, going concern value, supplies, and trade name "Cone A Cabana" (the "Goodwill ") associated with and used in conjunction with the operation of a restaurant business located at 503 East Emaus Street, Middletown, Dauphin County, Pennsylvania, for a gross consideration of $50,000.00. 2. Waiver of Notice and Defenses Guarantor hereby waives any rights Guarantor may have by reason of any forbearance, modification, or extension, which Seller under said ISA may grant or to which said Seller and Purchaser may agree, and waives the right to notice of the same. 3. Warrant of Borrower's Representations Guarantor hereby warrants and guarantees to Seller u sa ISA the accuracy and truth of Page 17 of 19 ISA - Ferster /Stouffer Cone A Cabana ipA A6, 0 all warranties and representations made by Borrower/Purchaser in said ISA and Documents. 4. Direct Proceeding Against Guarantor This shall be an agreement of suretyship as well as of guaranty and Seller under said ISA and Documents without being required to proceed first against Buyer/Purchaser, or any other person or entity, or any other one of the Buyers or Purchasers, may proceed directly against Guarantor whenever Buyer /Purchaser under said ISA and Documents fails to make any payment when due, or otherwise fails to perform any obligation owed or hereafter owed to Seller. 5. Continuation of Guaranty This guaranty shall be a continuing guaranty and (whether or not Guarantor shall have any notice or knowledge of any of the following) the liability and obligation of Guarantor hereunder shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, discharged, or in any way impaired by any bankruptcy, insolvency, reorganization arrangement, or similar proceeding relating to Buyer /Purchaser under said ISA and Documents. 6. Confession of Judgment Guarantor hereby authorizes any attorney of any court of record in Pennsylvania, or elsewhere, to appear for Guarantor in any action brought on this guaranty, and to confess judgment against Guarantor for all principal and interest and all other sums then due pursuant to the terms of the said ISA and Documents and for costs of suit and reasonable attorney's commission of seven (7 %) percent, together with interest on any judgment obtained by the Seller under said ISA at the rate of six (6 %) percent after default, including interest at the rate from and after the date of any Sheriff's Sale until actual payment is made by the Sheriff to said Seller of the full amount due said Seller, and for so doing this shall be a good and sufficient warrant. Guarantor waives and relinquishes all errors, defects, and imperfections in the entry of judgment as aforesaid, or in any proceeding pursuant thereto, and all benefits under any law or rule of court relating to a stay of execution. The authority herein granted to confess judgment shall not be exhausted by any exercise thereof but shall continue from time to time and at all times until all obligations of Borrower /Purchaser under said ISA and Documents to said Seller have been fully discharged. 7. Seller Right to Set -Off To the exclusion of Guarantor's real property, Seller under said ISA and Documents shall have a right to set -off, a lien on, and a security interest in, all personal property of Guarantor now or at any time in its possession in any capacity whatsoever, including, but not limited Page 18 of 19 ISA - Ferster /Stouffer Cone A Cabana to, any balance or share of any deposit, trust, or agency account, as security for all obligation and liabilities of Borrower/Purchaser under the ISA and as security for all obligation and liabilities of Guarantor hereunder. 8. Binding on Successors This agreement shall be binding on Guarantor, and all Guarantor's heirs, administrators, executors, successors, and assigns, and shall inure to the benefit of Seller under said ISA and Documents and its successors and assigns. 9. Intent of Language The obligations and liabilities hereunder of the persons referred to as "Guarantor" shall be joint and several, if there are more than one individuals named as Guarantor herein, and word "Guarantor" shall mean all or some or any of them, if there are more than one so named. For purposes of this instrument the singular shall be deemed to include the plural, and the use of any gender shall be applicable to all genders, as the context may require. 10. Governing Law This guaranty shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania. IN WITNESS WHEREOF, the Guarantor has executed and sealed this guaranty the day and year first written above. Witness: r (Seal) J ep t u for Page 19 of 19 ISA - Ferster /Stouffer Cone A Cabana Loretta A Ferster, In the Court of Common Pleas Plaintiff Cumberland County, Pennsylvania No. �-- V Joseph A Stouffer NON - MILITARY AFFIDAVIT Before me, personally appeared Loretta A Ferster, Plaintiff in the above entitled case, who being duly sworn or affirmed according to law deposes and says, that the defendant or respondent above named is not in the military service of the United States of America, and that she has personal knowledge that the said defendant or respondent is now living at 523 Warren Street, Lemoyne, Cumberland County, Pennsylvania 17043. \ - e Loretta A Ferster Sworn and subscribed to me this day of , 2014 otary Public , U7 C `- c °n COMMO , NWFALTH OF PEN � `- My commission expires Notari ,v' James A. Miller, Nota - Camp Hill i3pro, Cumberland County �`tY Commission Expires April 30, 2017