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HomeMy WebLinkAbout14-6195 Supreme Cqd t ennsylvania Court ofeCo`mmon leas For Prothonotary Use Only: C 'Vil Cover Sh et , Docket No: Curserland ` CountyIq (�S' 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 law or rules of court. Commencement of Action: S Ix Complaint 0 Writ of Summons 0 Petition 0 Transfer from Another Jurisdiction Declaration of Taking E C Lead Plaintiff's Name: Lead Defendant's Name: Matthew Saltzer David Rolka and Robert Loube T Dollar Amount Requested: Owithin arbitration limits I Are money damages requested? El Yes 0 No (check one) Ox outside arbitration limits O N Is this a Class Action Suit? 0 Yes El No Is this an MDJAppeal? 0 Yes iX No A Name of Plaintiff/Appellant's Attorney: Michael A. Scherer, Esquire 0 Check here if,you 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 0 Intentional 0 Buyer Plaintiff Administrative Agencies 0 Malicious Prosecution 0 Debt Collection: Credit Card 0 Board of Assessment 0 Motor Vehicle 0 Debt Collection: Other 0 Board of Elections 0 Nuisance 0 Dept. of Transportation 0 Premises Liability 0 Statutory Appeal: Other S [7 Product Liability (does not include mass tort) 0 Employment Dispute: E ElSlander/Libel/Defamation Discrimination C 0 Other: 0 Employment Dispute: Other 0 Zoning Board 0 Other: T I [] Other: O MASS TORT 0 Asbestos N 0 Tobacco 0 Toxic Tort-DES 0 Toxic Tort-Implant REAL PROPERTY MISCELLANEOUS 0 Toxic Waste ❑ Ejectment 0 Common Law/Statutory Arbitration B 0 Other: 0 Eminent Domain/Condemnation 0 Declaratory Judgment 0 Ground Rent 0 Mandamus 0 Landlord/Tenant Dispute 0 Non-Domestic Relations 0 Mortgage Foreclosure:Residential Restraining Order PROFESSIONAL LIABLITY 0 Mortgage Foreclosure: Commercial 0 Quo Warranto 0 Dental 0 Partition 0 Replevin 0 Legal 0 Quiet Title 0 Other: 0 Medical Other: 0 Other Professional: Updated 1/1/2011 MATTHEW SALTZER, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA NO. 2014- c IN EQUITY Mm C:) :r_ i DAVID ROLKA and z r-, ROBERT LOUBE, czi3� - ` rvr Defendants NOTICE 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 an 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. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, Pennsylvania 17013 (717) 249-3166 � / s MATTHEW SALTZER, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY,, PENNSYLVANIA NO. 2014- �c/ ��✓✓ I v. IN EQUITY DAVID ROLKA and ROBERT LOUBE, Defendants COMPLAINT Nature of Action 1. This action involves the operation of a Pennsylvania Limited Liability Company and matters governed by the Limited Liability Company Law, and the oppression of a minority member's rights in the operation and ownership of a Pennsylvania limited liability company. The Parties 2. The Plaintiff Matthew Saltzer (hereinafter "Saltzer"), is an adult individual who resides at 307 Stone Row Lane, New Cumberland, Pennsylvania, Pennsylvania. 3. The Defendant David Rolka (hereinafter "Rolka") is an adult individual who resides at 7 Truffle Glenn Road, Mechanicsburg, Cumberland County, Pennsylvania. 4. The Defendant Robert Loube (hereinafter "Loube") is an adult individual who resides at 10601 Cavalier Drive, Silver Spring, Maryland. Venue and Jurisdiction 5. Venue in this matter is proper in Cumberland County because the defendants Rolka and Loube.drafted certain notes which they executed as borrowers in favor of Saltzer as note holder, which designates the Court of Common Pleas of Cumberland County, Pennsylvania as the proper venue for this matter. In addition, defendant Rolka resides in Cumberland County. 6. This Court has equity jurisdiction of the matters raised in this business litigation action. Background 7. Rolka Loube Saltzer, LLC (hereinafter "RLSA") is a Pennsylvania limited liability company with a principal place of business located at 4423 North Front Street, Harrisburg, Dauphin County, Pennsylvania 17110. 8. RLSA was created by a Certificate of Organization filed with the Corporation Bureau of the Commonwealth of Pennsylvania on or about March 5, 2007. 9. On or about April 2, 2007, Rolka, Loube and Saltzer executed an Operating Agreement for RLSA, wherein 1000 ownership units of RLSA were created. The Operating Agreement of RLSA is attached hereto as "Exhibit A." 10. The Operating Agreement provided that Rolka and Loube each own 400 units of RLSA, while Saltzer owns 200 units of RLSA. 11. Saltzer is a minority owner of RLSA as defined by Pennsylvania law by virtue of the allocation of the membership units as set forth in the Operating Agreement. 12. RLSA's primary business activity is to provide consulting services to state public utility commissions and to the Federal government. 13. Specifically RLSA administers billing and collection subsidy programs and collects and processes data related to government programs. 14. Rolka and Loube are employed by RLSA. 15. Saltzer was employed by RLSA until his employment with RLSA was terminated by Rolka on May 8, 2013. 16. Rolka, at all times material hereto, was the president of RLSA. 17. Rolka, at all times material hereto, administered the executive affairs of RLSA on a day to day basis and was recognized by Loube and Saltzer as the person charged executing those duties customarily ascribed to the president of a company. 18. While each member was employed by RLSA, each member received regular compensation from employment plus periodic distribution of company profits in proportion to their ownership interests in RLSA. 19. No buy-sell agreements or other such member agreements exist among the parties in connection with their membership in RLSA. 20. On June 26, 2014, Rolka and Loube purported to amend the Operating Agreement to grant Rolka and Loube the right to force Saltzer to sell his membership in RLSA to Rolka and Loube. 21. The purported amendment to the Operating Agreement also created a formula for the price at which Rolka and Loube could allegedly force the sale of Saltzer's membership interest in RLSA to Rolka and Loube. 22. Saltzer voted against the purported amendment to the Operating Agreement. 23. In a letter dated August 15, 2014 from Rolka to Saltzer, Rolka notified Saltzer that Rolka and Loube had purchased Saltzer's ownership interest in RLSA at the price established by the formula created by the purported amendment to the Operating Agreement. t 24. The price Rolka and Loube purportedly paid Saltzer for his membership interest in RLSA is $63,389.00. 25. Enclosed with the August 15, 2014 letter from Rolka to Saltzer was a check drawn on the account of"Rolka Loube" in the amount of$12,677.80 which was represented to be 20% of the down payment for the purchase price of Saltzer's membership interest in RLSA by Rolka and Loube. 26. In addition to the $12,677.80 check referenced above, Rolka also included two promissory notes in the August 15, 2014 letter to Saltzer purporting to evidence a debt for future payment of the balance of the purchase price of Saltzer's membership interest in RLSA. 27. One promissory note was signed by Loube as "obligor," and one note was signed by Rolka as "obligor." 28. Each note was in the principal amount of$25,355.60 and each note named Saltzer as "payee." The notes are attached hereto as "Exhibits B" and "Exhibit C." 29. The notes designate Cumberland County, Pennsylvania as the appropriate venue for litigation arising in connection with the delivery of the notes. 30. Finally, the August 15, 2014 letter from Rolka to Saltzer alleged that by virtue of the delivery of the check and notes to Saltzer, that Saltzer was no longer a member of RLSA. COUNT I - VIOLATION OF LIMITED LIABILITY COMPANY ACT Saltier v. Rolka and Loube 31. The Limited Liability Act provides at section 8942(b) that the affirmative vote or consent of all of the members shall be required to amend any written provision of the Operating Agreement. 32. Although RLSA's Operating Agreement does provide at section 9.04 that RLSA's Operating Agreement may be amended by a vote of the members, no provision of RLSA's Operating Agreement relaxes the provisions of section 8942(b) to allow for the amendment of RLSA's Operating Agreement by less than consent of all the members. 33. Rolka and Loube voted to amend RLSA's Operating Agreement to force Saltzer to sell his interest in the company to them and to establish a formula to derive the forced sale price. 34. Saltzer voted against the amendment to RLSA's Operating Agreement relative to the forced sale of his interest in RLSA and the formula to derive the forced sale price. 35. The purported amendment to RLSA's Operating Agreement is illegal, unenforceable and in violation of section 8942(b) of the Act and section 9.04 of the Operating Agreement by virtue of Saltzer's opposition to the amendment to the Operating Agreement. 36. Upon information and belief and consultation with a business valuation expert, Saltzer's ownership interest in RLSA estimated to be worth two or more times what Rolka and Loube have attempted to pay Saltzer for his ownership interest in RLSA. 37. In or about May, 2013, the parties secured life insurance insuring the lives of the members, to create a pool of funds with which surviving members could purchase the membership interest of a deceased member. 38. In the discussions leading up to the purchase of the aforementioned life insurance, Loube, an economist, expressed the opinion that the company was worth approximately $1,500,000.00. 39. As a result of Loube's opinion and other indications of the value of the company, RLSA secured life insurance insuring the partners' lives for a total of one and one-half million dollars. 40. Specifically, Rolka and Loube's lives were insured for six hundred thousand dollars, and Saltzer's life was insured for three hundred thousand dollars. 41. Saltzer is entitled to be paid fair value for his ownership interest in RLSA. 42. Saltzer is not required to accept an amount of money for his ownership interest in RLSA derived from the formula Rolka and Loube voted to enact over Saltzer's objection to establish a forced sale price. 43. Saltzer should be paid immediately for his ownership interest in RLSA and Rolka and Loube should not be granted the convenience to be financed by Saltzer for their purchase of Saltzer's interest in RLSA. 44. Saltzer has not yet received a report indicating what the value of his ownership interest is worth in RLSA. WHEREFORE, Saltzer respectfully requests that this Honorable Court Order Rolka and Loube to pay Saltzer fair value for his membership interest in RLSA. COUNT II - CONVERSION Saltzer v. Rolka & Loube 45. Paragraphs one through forty-four are incorporated herein. 46. Rolka and Loube, without Saltzer's consent and without lawful justification, intentionally transferred to their own use and benefit Saltzer's ownership interest in RLSA, including RLSA's company funds and assets. 47. Rolka and Loube did not pay Saltzer fair value for his membership interest in RLSA. 48. By such transfer, Rolka and Loube misappropriated Saltzer's ownership interest in RLSA. 49. Rolka and Loube's actions as described herein were intentional and constitute conversion. 50. As a result of Rolka and Loube's conversion, Saltzer suffered financial harm in that he was purportedly stripped of his ownership interest in RLSA without receiving fair value therefore. 51. The actions of Rolka and Loube in purportedly amending the Operating Agreement and establishing an artificially low value for Saltzer's ownership interest in RLSA constitute a conversion of Saltzer's assets to Rolka and Loube WHEREFORE, Saltzer requests that this Honorable Court enter judgment against Rolka and Loube in an amount which compensates Saltzer for his fair value of RLSA. COUNT III - MINORITY OPPRESSION: WRONGFUL TERMINATION Saltier v. Rolka and Loube 52. Paragraphs one through fifty-one above are incorporated herein by reference. 53. Rolka and Loube have been employed by RLSA at all times material hereto. 54. Saltzer was previously employed by RLSA in the area of information technology and computer programming. 55. Saltzer's employment with RLSA was involuntarily terminated by Rolka on May 8, 2013. 56. It is believed and therefore averred that Rolka conferred with Loube regarding Saltzer's termination and that Loube consented and agreed to Saltzer's firing by Rolka. 57. Rolka and Loube continue their employment with RLSA in furtherance of their investment and creation of RLSA. 58. In forming RLSA and in connection with their investment therein, each member had an expectation of employment by RLSA. 59. Saltzer's investment and participation in RLSA was motivated in part by his expectation of employment by RLSA. 60. Saltzer expected that his salary from RLSA would be a return on his capital investment in RLSA, similar to that of Rolka and Loube. 61. Saltzer was terminated from RLSA by Rolka without just cause as a result of Rolka and Loube's unjust or cruel exercise of their authority or power as majority owners of RLSA. 62. Rolka and Loube acted in a manner as to defeat the employment expectations of Saltzer which, in part, formed the basis of Saltzer's participation in RLSA. 63. Saltzer has been arbitrarily excluded from gaining a return on his investment in RLSA through his membership interest by virtue of his termination from employment by RLSA. 64. Saltzer had a legitimate expectation of participation in the management of RLSA, including the decision as to whether or not he would continue to be employed by RLSA. 65. Rolka and Loube unjustly used their position as majority owners of RLSA to terminate Saltzer from employment. 66. Saltzer was unemployed for a period of time after his termination from RLSA. 67. Saltzer was replaced by a person who had less programming skills yet was compensated more than Saltzer. 68. A second IT person was hired to assist Saltzer's replacement at RLSA. 69. Upon information and belief, together the two persons who replaced Saltzer earn in excess of$70,000 more than Saltzer was compensated for employment at RLSA. 70. Saltzer was previously employed by RLSA at a salary of$90,000.00 annually. 71. Saltzer is now employed at an annual salary of approximately $68,000.00. 72. Prior to his current employment, Saltzer was unemployed for a period of time, then he became temporarily employed at an annual salary of$61,000.00, and was unemployed again until he accepted his current position. 73. Saltzer previously enjoyed a contribution from RLSA to a health reimbursement account which is no longer a benefit he receives from RLSA. 74. RLSA contributed $6,700.00 annually to Saltzer's health reimbursement account, which Saltzer no longer enjoys. 75. RLSA previously matched 3% of Saltzer's contribution to the RLSA 401 k account. 76. Saltzer no longer receives the benefit of a 401 k match from RLSA. WHEREFORE, Saltzer demands judgment against Rolka and Loube for lost wages and other lost employment benefits suffered as a result of his unjust termination from RLSA, which sum is in excess of$30,000 annually, plus lost healthcare spending account funds of $6,700.00 annually and a 3% 401 k match. COUNT IV - BREACH OF FIDUCIARY DUTY Saltier vs. Rolka and Loube 77. Paragraphs one through seventy-six above are incorporated herein by reference. 78. Saltzer holds a minority ownership interest in RLSA. 79. RLSA is a closely held Limited Liability Company. 80. Rolka and Loube, as co-partners with Saltzer in RLSA, owed Saltzer a fiduciary duty, as co-owners of a closely held limited liability company. 81. As president of RLSA, Rolka had a fiduciary duty to Saltzer and RLSA in connection with his operation of RLSA. 82. Rolka and Loube breached their fiduciary owed to Saltzer by purporting to amend the Operating Agreement to force Saltzer to sell his ownership interest in RLSA and by establishing a formula to establish a price at which Rolka and Loube could force Saltzer to sell his ownership interest in RLSA at less than fair value. 83. The formula in the purported amended operating agreement required Saltzer to relinquish his ownership interest in RLSA at an unfairly low price, which formula was also established and purportedly enacted in violation of the fiduciary duty Rolka and Loube owed Saltzer. 84. The actions of Rolka and Loube in purportedly amending the operating agreement and establishing an artificially low value for Saltzer's ownership interest in the company have no legal basis and are outrageous and designed to oppress and freeze Saltzer out of the business operations of RLSA. 85. As a result of Rolka and Loube's actions as set forth herein, Saltzer offered to allow Rolka and Loube to purchase Saltzer's shares for fair value. 86. Saltzer's fair value purchase price was based upon life insurance purchased the same day, May 8, 2013, of his termination which was agreed upon by the partners, shortly after consulting with a professional business valuation expert. 87. Rolka and Loube rejected Salter's fair value sale offer, and instead demanded a sale at the price using the formula which has no apparent basis in fact. 88. As a result of Rolka and Loube's actions as set forth herein, Saltzer no longer believes he can maintain an ownership interest in RLSA because Saltzer believes that he will continue to be oppressed, dominated and controlled by Rolka and Loube and frozen out of the management decisions of RLSA. 89. Rolka's termination of Saltzer's employment occurred in violation of Rolka's fiduciary duty owed to Saltzer. 90. Rolka's actions in terminating Saltzer's employment occurred in violation of Rolka's fiduciary duty to Saltzer. 91. Rolka's actions in terminating Saltzer's employment had no legal basis and was outrageous and designed to oppress and freeze Saltzer out of the business operations of RLSA. 92. Rolka and Loube's purported amendment of the Operating Agreement occurred in violation of their fiduciary duty to Saltzer. 93. Rolka and Loube's actions in purporting to amend the Operating Agreement had no legal basis and were outrageous and designed to oppress and freeze Saltzer out of the business operations of RLSA. 94. Saltzer has been forced to retain counsel to assert rights, which rights Saltzer naturally has, and if such rights were recognized by Rolka and Loube according to applicable law, Saltzer would not be incurring legal fees to assert his rights. 95. Saltzer has been or will be forced to pay a business valuation expert to enforce his legal rights naturally inuring to his benefit as a result of his ownership interest in RLSA, which he would otherwise not have to do would Rolka and Loube not be violating their fiduciary duty to Saltzer. 96. Saltzer has been harmed financially by virtue of Rolka and Loube refusing to pay Saltzer's fair value in RLSA in a lump sum. WHEREFORE, Saltzer respectfully requests that this Honorable Court to Order Rolka and Loube to pay Saltzer fair value for Saltzer's ownership interest in RLSA, together with punitive damages, attorney's fees, interest, costs of suit, plus any additional remedies the Court deems just. Respectfully submitted, BARIC SCHERER LLC Date: 0 140, 2,01 l� Mithgel A. Scherer, Esquire 19 West South Street Carlisle, Pennsylvania 17013 (717) 249-6873 VERIFICATION The statements in the foregoing Complaint are based upon information which has been assembled by my attorney in this litigation. The language of the statements is not my own. I have read the statements; and to the extent that they are based upon information which I have given to my counsel, they are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. §4904 relating to unsworn falsifications to authorities. DATE: /977 Matthew Saltzer OPERATING AGREEMENT OF Rolka Loube Saltzer Associates (A Pennsylvania Limited Liability Company) This Operating Agreement(the"Agreement")of Rolka Loube Saltzer Associates (the "Company"),dated as of April 2,2007 has been made and entered into by the Persons who were Members of the Company on that date, each of whom intends to be legally bound hereby. This Agreement, as it may be amended from time to time,shall be binding on any person who at the time is a Member, regardless of whether or not the person has executed this Agreement or any amendment hereto. ARTICLE I—DEFINITIONS 1.01 Definitions. In addition to the terms defined in other provisions of this Agreement, including without limitation Section 13.1 of Annex B the following terms shall have the meanings set forth below: "Act." The Pennsylvania Limited Liability Company Law of 1994, 15 Pa.C.S. §8901 et. seg., and any successor statute,as amended from time to time. "Capital Account." The individual account maintained by the Company with respect to each Member as provided in Annex B. "Capital Contribution." The aggregate amount of cash and the agreed value of the property or services(as determined by the Member and the Company)contributed by each Member to the Company as provided in Section 4.01. "President." Any Person serving at the time as a manager of the Company as provided in this Agreement. "Member." Any Person who at the time is a holder of record of one or more Units. "Membership Interest." The interest of a Member in the Company, including, without limitation, interests in Profits and Losses, rights to distributions (liquidating or otherwise), allocations, information, and to consent to or approve actions by the Company,all in accordance with the provisions of this Agreement and the Act. "Percentage Interest." The number of Common Units held at a particular time by a Member,divided by the number of Units then held by all Members. "Person." A natural person,corporation, general or limited partnership, limited liability company,joint venture,trust,unincorporated association or other legal entity or organization. - 1 — April 29,2009 RLSA Operating Agreement "EXHIBIT A" "Prime Rate." A rate per annum equal to a varying rate per annum that is equal to the interest rate published by the Wall Street Journal from time to time as the prime commercial or similar reference interest rate,with adjustments in that varying rate to be made on the same date as any change in that rate. ARTICLE II--ORGANIZATION 2.01 Formation. The Company has been organized as a Pennsylvania limited liability company by the filing of a Certificate of Organization (the "Certificate")with the Department of State of the Commonwealth of Pennsylvania under and pursuant to the Act. 2.02 Name. The name of the Company is Rolka Loube Saltzer Associates(R-L-S-A) and all Company business shall be conducted under that name or such other names that comply with applicable law as the President may select from time to time. 2.03 Principal Place of Business; Other Offices. The principal place of business of the Company shall be at Harrisburg, Pennsylvania or at such other place as the Members may designate from time to time, which need not be in the Commonwealth of Pennsylvania. The Company may have such other offices as the Members may designate from time to time, which includes Silver Spring,Maryland. 2.04 Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by, the Company is engaging in any lawful act or activity for which limited liability companies may be formed under the Pennsylvania Limited Liability Company Act, 15 Pa.C.S. § 8901, et seq., as amended from time to time (the "Act") and engaging in any and all lawful activities necessary or incidental to the foregoing. 2.05 Term. The existence of the Company commenced on the date the Certificate was filed with the Department of State of the Commonwealth of Pennsylvania pursuant to Section 8914 of the Act and shall continue indefinitely until the Company is dissolved in accordance with Article IX and the Act. ARTICLE III—MEMBERSHIP INTERESTS 3.01 Initial and Subsequent Members. The Members of the Company are the Persons listed on Annex A. A Person who is not already a Member and who acquires a previously outstanding Unit or Units in accordance with this Agreement shall automatically be admitted as a Member; other Persons may be admitted from time to time upon the issuance to them of a Unit or Units on such terms as are fixed by the then current Members. It shall not be necessary for Persons who are subsequently admitted as Members or who acquire any or all of an existing Member's Units to execute this Agreement either by counterpart or amendment. When any Person is admitted as a Member or ceases to be a Member, the President shall prepare a revised version of Annex A and distribute it to all the Members. -2— April 29,2009 RLSA Operating Agreement 3.02 Membership Units. (a) Authorized Membership Interests. The aggregate Membership Interest in the Company shall be comprised of 1,000 Units. Fractions of a Unit may be created and issued. (b) Evidence of Units. The Units shall not be represented by certificates. 3.03 Record Holders of Units. The Company shall be entitled to treat the Person in whose name any Unit or Units of the Company stand on the books of the Company as the absolute owner thereof. The Company shall not be bound to recognize any equitable or other claim to, or interest in, such Unit or Units on the part of any other Person, whether or not the Company has express or other notice of any such claim. 3.04 Transfers and Assi¢nments of Units. (a) Free Transferability. Units and the Membership Interests represented thereby shall not be freely transferable and assignable,in whole or in part. (b) Procedure. Transfers of Units shall be made on the Unit register of the Company. No transfer shall be made inconsistent with the provisions of 13 Pa.C.S. Div. 8 or other applicable provisions of law. (c) Capital Account of Transferee. Upon the transfer of a Unit,the transferee shall succeed to the corresponding portion of the Capital Account of the transferor as provided in Section B.2(b)of Annex B. 3.05 Lack of Authority. A Member in his, her or its capacity as such shall not have the authority or power to act for or on behalf of the Company or otherwise bind the Company in any way except that the Members, in consultation with each other, are authorized to prepare and submit responses to requests for professional services, enter into contract negotiations for those services,and execute by signing contracts for professional services on behalf of Company. ARTICLE 1V—FINANCIAL AND TAX MATTERS 4.01 Capital Contributions. The Company shall keep a record of the Capital Contributions made by the Members. A Member shall not be required to make any Capital Contribution to the Company not specifically agreed to between the Member and the Company or be obligated or required under any circumstances to restore any negative balance in his,her or its Capital Account. 4.02 Return of Contributions. A Member is not entitled to the return of any part of the Member's Capital Contribution, or to be paid interest in respect of the Member's Capital Account or Capital Contribution. An unrepaid Capital Contribution is not a liability of the Company or of any Member. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member's Capital Contributions. -3— April 29,2009 RLSA Operating Agreement 4.03 Advances by Members. If the Company does not have sufficient cash to pay its obligations, a Member shall not be required to make additional Capital Contributions to the Company. However,any Member that may agree to do so with the consent of the Members may advance all or part of the needed funds to or on behalf of the Company. An advance described in this Section 4.03 constitutes a loan from the Member to the Company, bears interest at the Prime Rate from the date of the advance until the date of payment,and is not a Capital Contribution. 4.04 Capital Accounts. A Capital Account shall be established and maintained for each Member as provided in Annex B. 4.05 Profits and Losses. Profits and losses shall be allocated to the Members as provided in Annex B. 4.06 Distributions. Except as otherwise provided in Article IX, the President in his/her sole discretion may authorize the Company to make distributions to the Members. All distributions, other than liquidating distributions, shall be made to the Persons shown as holders of record of Units at the time in proportion to their Percentage Interests. The President shall use his/her best efforts, but shall not be required, to make distributions sufficient to permit the Members to pay any taxes due with respect to Profits of the Company allocated to them from time to time. ARTICLE V—MANAGEMENT 5.01 Board; Designation and Powers of the Board. Subject to the provisions of the Act and any limitations in the Certificate and this Agreement as to action required to be authorized or approved by the Members,the business and affairs of the Company shall be managed and all of its powers shall be exercised by or under the direction of the Board. The Board shall be comprised of three natural persons(each, a"Manager')elected by the Members from time to time,which number may be increased or decreased at any time,upon a resolution of the Board or the vote of the Members. Subject to the limitations provided in this Agreement,in addition to the powers and authorities expressly conferred by this Agreement upon the Board,all day-to-day management and operating decisions and determinations relating to the operations of the Company in the ordinary course of business shall be made by the Board or the officers appointed pursuant to Section 5.10.Each Manager shall hold office until his or her successor has been elected and qualified,or until his or her earlier death,resignation or removal. The Manager need not be a resident of the Commonwealth of Pennsylvania. 5.02. Board Voting, Each Manager present at any meeting of the Board(whether in person, telephonically or otherwise)or each Manager signing any written resolution or consent of the Board or authorizing any other action of the Board shall have the right to exercise one vote in the aggregate at any such meeting or in respect of such resolution,consent or action. Unless otherwise stated in this Agreement,decisions of the Board shall be made by a majority of the votes cast. -4— April 29,2009 RLSA Operating Agreement 5.03 Agency Authority of Managers. With the prior consent of the Board,any Manager may sign contracts on behalf of the Company and endorse checks,drafts and other evidences of indebtedness made payable to the order of the Company. 5.04 Limited Liability. Except as expressly set forth in this Agreement or required by law, no Manager shall be personally liable for any debt,obligation,or liability of the Company, whether arising in contract,tort or otherwise, solely by reason of being a Manager of the Company.The Managers shall exercise their business judgment in managing the business operations and affairs of the Company. Unless fraud,gross negligence,willful misconduct or a wrongful taking by a Manager shall be found by a court of competent jurisdiction,such Manager shall not be liable or obligated to the Members for any mistake of fact or judgment or for the doing of any act or for the failure to do any act by such Manager in conducting the business operations and affairs of the Company. The Managers do not,in any way, guarantee the return of any Member's Capital Contribution or a profit for the Members from the operation of the Company. The Managers are not responsible to any Member for the loss of its investment or a loss in operations except to the extent that such loss is due to fraud, gross negligence,willful misconduct or a willful and wrongful taking by such Manager as found by a court of competent jurisdiction. Except as set forth in this Agreement or in any of the"Transaction Documents,the Managers shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture. 5.05 Resignations. Any Manager may resign effective upon giving five days written notice to the Board,unless the notice specifies a later time for the effectiveness of such resignation. A successor to such Manager shall be designated by the Member(s)that designated the resigning Manager. 5.06 Compensation of Managers. The Company shall pay or reimburse the reasonable out- of-pocket expenses incurred by each Manager incurred in connection with attending the meetings of the Board. Managers shall be entitled to such other compensation for their services as Managers as the Board shall approve by unanimous vote. 5.07 Managers May Engage in Other Activities. Subject to the terms of any employment, consulting or other agreement between any Manager and the Company,Managers are not obligated to devote all of their time or business efforts to the affairs of the Company. Subject to the foregoing,the Managers may have other business interests and may engage in other activities in addition to those related to the Company. Neither the Company nor any Member shall have the right,by virtue of this Agreement,to share or participate in such other investments or activities of any Manager or to the income derived therefrom. 5.08 Transactions of Managers with the Company. Subject to the unanimous written consent of the entire Board(excluding any interested Manager),a Manager,directly or through his or her Affiliate,may lend money to and transact other business with the Company. Such Manager shall have the same rights and obligations with respect thereto as a Person who is not a Member or Manager. -5— April 29,2009 RLSA Operating Agreement 5.09 Third Party Reliance. Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of the Board as set forth herein. Any Person dealing with the Company may rely upon a certificate or resolution signed by the Board as to: (a) the identity of any Manager or officer of the Company; (b) the existence or nonexistence of any fact or facts which constitute conditions precedent to acts by any Managers,which is in any manner germane to the affairs of the Company; (c) the persons who are authorized to execute and deliver any instrument or document on behalf of the Company; (d) any act or failure to act by the Company;or (e) any other matter whatsoever involving the Company or any Member. 5.10 Officers. The Board may in its discretion determine that the Company shall have officers. The following provisions of this Section shall apply with respect to officers,subject to the limitations provided in this Agreement: (a) The officers of the Company may,but need not,include a President,Vice President, Secretary and Treasurer and other officers appointed by the Board. Any number of offices may be held by the same person. Officers may,but need not,be Managers and/or Members; (b) each officer of the Company shall be chosen by the Board and may be removed by the Board,with or without cause,subject to applicable contractual obligations; (c) any vacancy in any office because of death,resignation,removal, disqualification or other cause shall be filled by the Board; (d) the terms and condition of employment and the responsibilities of the officers of the Company shall be fixed from time to time by the Board; (c) except as required by law,no officer shall be personally liable for any debt,obligation or liability of the Company,whether arising in contract,tort or otherwise, solely by reason of being an officer of the Company;and (f) nothing contained in this Section shall affect or be construed as affecting the terms of any contract of employment between the Company and any officer. -6— April 29,2009 RLSA Operating Agreement ARTICLE VI—MEMBERS 6.01 Voting Rights of Members. Each Unit shall entitle the holder thereof to one vote on each action. 6.02 Action by Members. Except as otherwise provided in the Act, or this Agreement, whenever any action is to be taken by vote of the Members, it shall be authorized upon receiving the affirmative vote of a majority of the votes cast by all Members entitled to vote thereon. Recording the fact of abstention does not constitute casting a vote. 6.03 Meetings of Members. (a) Quorum. A meeting of the Members shall not be organized for the transaction of business unless a quorum is present. The presence of Members entitled to cast at least a majority of the votes that all Members are entitled to cast on a particular matter to be acted upon at the meeting shall constitute a quorum for the purposes of consideration and action on the matter. The Members present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough Members to leave less than a quorum. (b) Location. All meetings of the Members shall be held at the principal place of business of the Company or at such other place within or without the Commonwealth of Pennsylvania as shall be specified or fixed in the notice thereof. (c) Adjournment. The chairman of the meeting or the Members present and entitled to vote shall have the power to adjourn a meeting from time to time, without any notice other than announcement at the meeting of the time and place at which the adjourned meeting will be held. (d) Annual Meeting. An annual meeting of the Members,for the election of the Manager and for the transaction of such other business as may properly come before the meeting, shall be held at such place,within or without the Commonwealth of Pennsylvania,on such date and at such time as the Manager shall fix and set forth in the notice of the meeting,which date shall be within 13 months subsequent to the date of organization of the Company or the last annual meeting of Members,whichever most recently occurred. If an annual meeting is not called and held within six months after the designated time,any Member may call the meeting at any time thereafter. (e) Special Meetings. Special meetings of the Members for any proper purpose or purposes may be called at any time by the Manager or by Members entitled to cast at least 20% of the votes that all Members are entitled to cast at the particular meeting. Only business within the purpose or purposes described in the notice of the meeting may be conducted at a special meeting of the Members. The notice shall specify the location of the meeting. (f) Notices. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 5 nor more than 30 days before the date of the meeting, either -7— April 29,2009 RLSA Operating Agreement F personally, or by mail, by or at the direction of the Managers or Person calling the meeting, to each Member entitled to vote at the meeting. If mailed, a notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at the Member's address as shown on the records of the Company,with postage thereon prepaid. 6.04 Proxies. (a) General Rule, Every Member entitled to vote at a meeting of the Members or to express consent or dissent without a meeting may authorize another Person to act for the Member by proxy. The presence of, or vote or other action at a meeting of Members by, or the expression of consent or dissent by,a proxy of a Member shall constitute the presence of,or vote or action by,or consent or dissent of the Member. (b) Minimum Requirements. Every proxy shall be executed by the Member or by the duly authorized attorney-in-fact of the Member and filed with the Manager. A telegram, telex,cablegram or other electronic transmission by the Member, or a photographic,photo static, facsimile or similar reproduction of a writing executed by the Member shall be treated as properly executed for purposes of this section if it sets forth a confidential and unique identification number or other mark furnished by the Company to the Member for the purposes of a particular meeting or transaction. (c) Revocation. A proxy, unless coupled with an interest, shall be revocable at will, but the revocation of a proxy shall not be effective until notice thereof has been given to the Manager. An unrevoked proxy shall not be valid after ONE years from the date of its execution unless a longer time is expressly provided in the proxy. 6.05 Conduct of Meetings. All meetings of the Members shall be presided over by the chairman of the meeting, who shall be designated by the Manager. The chairman of any meeting of Members shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. 6.06 Action by Written Consent or Telephone Conference. (a) Action by Consent. Any action required or permitted to be taken at a meeting of Members may be taken without a meeting, without prior notice, and without a vote, upon the consent of Members who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all Members entitled to vote thereon were present and voting. The consents shall be filed with the Manager. (b) Telephone Conferences. Members may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting. -8— April 29,2009 RLSA Operating Agreement ARTICLE VII--BOOKS,RECORDS,REPORTS,AND BANK ACCOUNTS 7.01 Maintenance of Books. (a) Financial Records. The Company shall keep books and records of accounts which shall be maintained on a cash basis, or such other method as is required for Federal income tax purposes, in accordance with the terms of this Agreement, except that the Capital Accounts of the Members shall be maintained in accordance with Annex B. (b) Company Records. In addition to the financial records required to be maintained under subsection(a),the Company shall keep the following records: (1) A list setting forth the full name and last known mailing address of each Member and Manager,in alphabetical order. (2) A copy of the Certificate of Organization and all amendments thereto. (3) Copies of the Company's Federal, state and local income tax returns and financial statements for the three most recent years or, if those returns and statements were not prepared for any reason, copies of the information and statements provided to the Members to enable them to prepare their federal, state and local state tax returns for the period. (4) Copies of the currently effective written Operating Agreement, and all amendments thereto,and copies of any operating agreements no longer in effect. (5) Minutes of the proceedings of the Members,Manager and each committee of the Manager. 7.02 Reports. (a) In General. The President shall be responsible for the preparation of financial reports of the Company and for the coordination of the financial matters of the Company with the Company's certified public accountants. The financial statements described in subsections (b) and(c) shall be prepared in accordance with accounting principles generally employed when financial records are kept on the cash basis. The Company shall bear the costs of preparing the reports required by subsections(b)and(c). (b) Annual Reports. On or before the 90`x'day following the end of each fiscal year of the Company,the President shall cause each Member to be furnished with a balance sheet, an income statement, and a statement of changes in Members' capital of the Company for, or as of the end of, that year, which have been reviewed or audited by the Company's certified public accountants. (c) Quarterly Reports. On or before the 60th day following the end of each calendar quarter, the President shall cause each Member to be furnished with a balance sheet, an income -9— April 29,2009 RLSA Operating Agreement statement, and a statement of changes in Members' capital of the Company for, or as of the end of that calendar quarter,which have been prepared internally by the Company. (d) Other Reports. The President also may cause to be prepared or delivered such other reports as they may deem appropriate. 7.03 Financial Accounts. The President shall establish and maintain one or more separate bank and investment accounts in the Company name with financial institutions and firms that the President determines. The President may not commingle the Company's funds with the funds of any Member;however, Company funds may be invested in a manner the same as or similar to the Presidents' investment of their own funds or investments by their affiliates. ARTICLE VIII--DISSOLUTION,LIQUIDATION,AND TERMINATION 8.01 Dissolution. (a) General Rule. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following: (1) vote of the Members; or (2) entry of an order of judicial dissolution of the Company under Section 8972 of the Act. (b) Exclusion. The death, dissolution, retirement, resignation, expulsion or bankruptcy of a Member or the occurrence of any other event that terminates the continued membership of a Member shall not cause a dissolution of the Company. 8.02 Liquidation and Termination. (a) Procedure. On dissolution of the Company, the President shall act as liquidator or may appoint one or more representatives or Members as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the President. The steps to be accomplished by the liquidator are as follows: (1) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed,as applicable; (2) the liquidator shall first pay, satisfy or discharge from Company funds all of the debts,liabilities and obligations of the Company to its creditors(including,without limitation, all expenses incurred in liquidation and any advances described in Section - 10— April 29,2009 RLSA Operating Agreement 4.03) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine), all in accordance with the provisions of the Act as may be applicable; (3) after all of the debts, liabilities and obligations of the Company to its creditors have been paid, satisfied or discharged or adequate provision for payment and discharge thereof has been made as required by paragraph (2), the liquidator shall pay to the holders of any outstanding Units the Amount to which they are entitled under Section B.2 of Annex B;and (4) after all of the payments required by paragraphs (2) and (3) have been made, any remaining assets of the Company shall be distributed to the holders of Common Units as follows: (i) the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the holders of Units; (ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Account of the holders of Units shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the holders of Units if there were a taxable disposition of that property for the fair market value of that property on the date of distribution;and (iii) after completion of the steps in subparagraphs (i) and (ii), the remaining assets shall be distributed to the holders of Units in an amount equal to the credit balance in each of their Capital Accounts, after giving effect to all contributions,distributions and allocations for all periods. (b) Distributions. All distributions in kind to the Members shall be made subject to the liability of each distributee for costs,expenses, and liabilities relating to the assets distributed in kind theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributees pursuant to this section. The distribution of cash and/or property to a Member in accordance with the provisions of this section constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest in all the Company's property. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds. 8.03 Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary,to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or - 11— April 29,2009 RLSA Operating Agreement y distributions of money pursuant to this Agreement to all Members in proportion to their respective Percentage Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member's Capital Account to zero. 8.04 Certificate of Dissolution. On completion of the liquidation of Company assets as provided herein, the Company is terminated, and the President (or such other person or persons as the Act may require or permit) shall file a Certificate of Dissolution with the Department of State of the Commonwealth of Pennsylvania and take such other actions as may be necessary to terminate the existence of the Company. ARTICLE IX--GENERAL PROVISIONS 9.01 Notices. Except as expressly set forth to the contrary in this Agreement, all notices and other communications given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested, or by delivering that writing to the recipient in person, by courier, or by facsimile transmission. A notice or other communication given under this Agreement is effective upon receipt. All notices and other communications to be sent to a Member shall be sent to the Member at the address for the Member shown on the records of the Company. Any notice,request, or consent to the Company or the President must be given to the President at the following address: One South Market Square, 12''Floor, Harrisburg, Pa. 17101. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice,whether before or after the time stated therein,shall be deemed equivalent to the giving of the notice. 9.02 Entire Agreement. This Agreement constitutes the entire agreement of the Members with respect to the internal affairs of the Company and supersedes all prior contracts or agreements with respect thereto,whether oral or written. 9.03 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the period of the applicable statute of limitations has run. 9.04 Amendment. This Agreement may be amended from time to time by vote of the Members at any annual or special meeting of the Members. 9.05 Binding Effect. This Agreement is binding on and inures to the benefit of the Members and their respective heirs,personal representatives,successors and assigns. - 12— April 29,2009 RLSA Operating Agreement Y 9.06 Governing Law. This Agreement shall be governed by and interpreted in accordance with the substantive laws of the Commonwealth of Pennsylvania, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction. 9.07 Severability. if any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision fo other persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law. 9.08 Arbitration. Except as provided in Section 7.06, all disputes arising under this Agreement shall promptly be submitted to arbitration, in accordance with the rules of the American Arbitration Association. The arbitrator may assess costs, including counsel fees, in such manner as he deems fair and equitable. The award of the arbitrator shall be final and binding upon all parties,and judgment upon the award may be entered in any court of competent jurisdiction. 9.09 Construction. Whenever the context requires, the gender of any word used in this Agreement includes the masculine,feminine or neuter, and the number of any word includes the singular or plural. All references to articles and sections refer to articles and sections of this Agreement,and all references to annexes are to annexes attached hereto,each of which is made a part hereof for all purposes. IN WITNESS WHEREOF, the initial Members of the Company have caused this Operating Agreement to be executed as of the day and year first above written. MEMBERS: David Rolka n Rc oube atthew Saltzer - 13— April 29,2009 RLSA Operating Agreement Annex A Name and Address of Each Member Units Owned David W.Rolka 400 7 Truffle Glen Road Mechanicsburg,PA 17050 Business: (717)231-6661 Mobile: (717)805-7610 Business Fax: (717)231-6667 e-mail: drolkana r-l-s-a.com e-mail: dwrolka(&aol.com SSN:200-40-7700 Birthday: 11/23/1948 Robert Loube 400 10601 Cavalier Drive Silver Spring,MD 20901 Business: (301)681-0338 Mobile: (240)393-0259 Business Fax: (301)681-0339 e-mail: bobloubeAearthlink.net e-mail: bobloube(O-l-s-a.com SSN: 219-42-4707 Birthday: 11/8/1947 Matthew Saltzer 200 347 Woodbridge Drive Etters,PA 17319 Business: (717)237-6748 Mobile: (717)540-8826 Business Fax: (717)231-6667 e-mail: m_ saltzer(a,r-l-s-a.com e-mail: SSN: 205-50-3986 Birthday: 10/24/1972 Total Units: 1,000 A-1 April 29,2009 RLSA Operating Agreement Annex B FINANCIAL AND TAX MATTERS B1. Definitions. In addition to the terms defined in other provisions of this Agreement, including without limitation Section 1.01, the following terms shall have the meanings set forth below: "Adjusted Capital Account Deficit" shall mean with respect to any Member,the deficit balance, if any, in the Member's Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments(i)increasing the Capital Account by any amounts that the Member is obligated to restore or is deemed to be obligated to restore pursuant to Treas.Reg. Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5); and (ii) reducing the Capital Account by the items described in Treas. Reg. Sections 1.704-1(b)(2)(ii)(d)(4), (5) and(6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treas. Reg. Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. "Business Day" means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the Commonwealth of Pennsylvania are closed. "Code" means the Internal Revenue Code of 1986 and any successor statute,as amended from time to time. "Company Minimum Gain" has the same meaning as "partnership minimum gain" set forth in Treas. Reg. Sections 1.704-2(b)(2)and 1.704-2(d). "Depreciation" shall mean for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for Federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the Federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; except that if the Federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Manager, and if the Company uses the "remedial allocation method" under Treas. Reg. Section 1.704-3(d) with respect to any asset, Depreciation for that asset shall be computed in accordance with Treas. Reg. Section 1.704-3(d)(2). "Gross Asset Value" with respect to any asset shall mean the asset's adjusted basis for Federal income tax purposes,except as follows: (1) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of the asset, as determined by the contributing Member and the Company. April 29,2009 RLSA Operating Agreement t (2) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Manager, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis contribution of money or other property; (ii) the distribution by the Company to a Member of more than a de minimis amount of money or other property as consideration for an interest in the Company; (iii) the liquidation of the Company for Federal income tax purposes within the meaning of Treas. Reg. Section 1.704-1(b)(2)(ii)(g); except that the adjustments pursuant to clauses (i) and (ii) above shall be made only if the Manager reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company. (3) The Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution. (4) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of those assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that the adjustments are taken into account in determining Capital Accounts pursuant to Treas. Reg. Section 1.704-1(b)(2)(iv)(m) and Section B.2, except that Gross Asset Values shall not be adjusted pursuant to this paragraph (4) to the extent the Manager determines that an adjustment pursuant to paragraph (2) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph(4). (5) If the Gross Asset Value of an asset has been determined pursuant to paragraphs (1), (2), or (4), that Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to that asset for purposes of computing Profits and Losses. "Member Nonrecourse Debt" has the same meaning as "partner nonrecourse debt" set forth in Treas.Reg. Sections 1.704-2(b)(4)and 1.704-2(i). "Member Nonrecourse Debt Minimum Gain" shall have the same meaning as "partner nonrecourse debt minimum gain"set forth in Treas.Reg. Section 1.704-2(i)and shall be determined in accordance with the principles of that Section. "Member Nonrecourse Deductions" has the same meaning as "partner nonrecourse deductions"set forth in Treas.Reg. Sections 1.704-2(i)(1)and 1.704-2(i)(2). April 29,2009 RLSA Operating Agreement "Nonrecourse Deductions" are deductions having the meaning set forth in Treas. Reg. Sections 1.704-2(b)(1)and 1.704-2(c). "Profits and Losses" shall mean for each fiscal year or other period, an amount equal to the Company's taxable income or loss for that year or period, determined in accordance with Code Section 703(a)(for these purposes, all items of income, gain,loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss),with the following adjustments: (1) Any income of the Company that is exempt from Federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to the foregoing shall be added to such taxable income or loss. (2) Any expenditures of the Company described in Code Section 705(a)(2)(B) or that are treated as Code Section 705(a)(2)(B) expenditures pursuant to Treas. Reg. Section 1.704-1(b)(2)(iv)(i)and not otherwise taken into account in computing Profits or Losses pursuant to the foregoing shall be subtracted from such taxable income or loss. (3) In the event the Gross Asset Value of any Company asset is adjusted Pursuant to paragraph(2), (3)or(4)of the definition of Gross Asset Value,the amount of the adjustment shall be taken into account as gain or loss from the disposition of the asset for purposes of computing Profits or Losses. (4) Gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for Federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of the property differs from its Gross Asset Value. (5) In lieu of the depreciation, amortization, and other cost recovery deductions.taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for the fiscal year or other period, computed in accordance with the definition of Depreciation under this Agreement. (6) Notwithstanding the above, any items that are specially allocated pursuant to Sections B.5, B.6 or B.7 shall not be taken into account in computing Profits and Losses. B.2. Preparation and Maintenance of Capital Accounts. (a) The Capital Account for each Member shall: (1) be increased by (i) the amount of money contributed by that Member to the Company, (ii) the fair market value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under `Section 752 of the Code), and (iii) allocations to that Member of Profits and any other Company income and gain (or items April 29,2009 RLSA Operating Agreement thereof), including income and gain exempt from tax and income and gain described in Treas. Reg. Section 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treas.Reg. Section 1.704-1(b)(4)(1),and (2) be decreased by (i) the amount of money distributed to that Member by the Company, (ii) the fair market value of property distributed to that Member by the Company (net of liabilities secured by the distributed property that the Member is considered to assume or take subject to under Section 752 of the Code), (iii) allocations to that Member of expenditures of the Company described in Section 705(a)(2)(B)of the Code,and (iv)allocations of Losses and any other Company loss and deduction(or items thereof), including loss and deduction described in Treas. Reg. Section 1.704-1(b)(2)(iv)(g), but excluding items described in clause (b)(iii) above and loss of deduction described in Treas. Reg. Section 1.704-(b)(4)(i)or Section 1.704-1(b)(4)(iii). (b) The Members' Capital Accounts also shall be maintained and adjusted as permitted by the provisions of Treas. Reg. Section 1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treas. Reg. Section 1.704-1(b)(2)(iv) and Section 1.704-1(b)(4), including adjustments to reflect the allocations to the Members of depreciation, depletion, amortization, and gain or loss as computed for book purposes rather than the allocation of the corresponding items as computed for tax purposes,as required by Treas. Reg. Section 1.704-1(b)(2)(iv)(g). On the transfer of all or part of a Membership Interest, the Capital Account of the transferor that is attributable to the transferred Membership Interest or part thereof shall carry over to the transferee Member in accordance with the provisions of Treas.Reg. Section 1.704-1(b)(2)(iv)(1). B.3. Profits. After giving effect to the special allocations set forth in Sections B.5 and B.6, Profits for any fiscal year shall be allocated to the Members in proportion to their Percentage Interests. B.4. Losses. After giving effect to the special allocations set forth in Sections B.5 and B.6, Losses for any fiscal year shall be allocated as set forth in paragraph (1) below, subject to the limitation in paragraph(2)below. (1) Losses for any fiscal year shall be allocated to the Members in proportion to their Percentage Interests. (2) The Losses allocated pursuant to paragraph (1) shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any fiscal year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to paragraph(1), the limitation set forth in this paragraph(2) shall be applied on a Member by Member basis so as to allocate the maximum permissible Losses to each Member under Treas. Reg. Section 1.704- 1(b)(2)(ii)(d). B.S. Special Allocations. The following special allocations shall be made in the following order: April 29,2009 RLSA Operating Agreement r (1) Minimum Gain Charaeback. Notwithstanding any other provision of this Annex B, if there is a net decrease in Company Minimum Gain during any Company taxable year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in accordance with Treas. Reg. Section n1.to the r if pursuant to the previous sentence shall be made in Proportion to the respective amounts required to be allocated to each Member pursuant thereto. This Section B.5(1) is intended to comply with the minimum gain chaageback consistently therewith. requirement in such Section of the Treasury Regulations and shall be interpreted (2) Member Minimum Gain Char eback. Notwithstanding any other provision of this Agreement except Section B.5(1), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Company fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treas. Reg. Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in accordance with Treas. Reg. Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treas. Reg. Section 1.704-2(i)(4). This Section B.5(2) is intended to comply with the minimum gain chargeback requirement in that Section of the Treasury Regulations and shall be interpreted consistently therewith. (3) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1 2 ii d 6 that would create an Adjusted Capital Account Deficit for such Member, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section B.5(3)shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Agreement have been tentatively made as if this Section B.5(3) were not in the Agreement. (4) Gross Income Allocation. In the event any Member has an Adjusted Capital Account Deficit at the end of any Company fiscal year, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section B.5(4) shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Agreement have been tentatively made as if Section B.5(3)and this Section B.5(4)were not in the Agreement. (5) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other period shall be allocated among the Members in proportion to their respective Percentage Interests. April 29,2009 RLSA Operating Agreement P (6) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. Section 1.704-2(i). B.6. Curative Allocations. The allocations set forth in Section B.4(2) and in Section B.5 (the "Regulatory Allocations") are intended to comply with certain requirements of Treas. Reg. Section 1.704-1(b). Notwithstanding any other provisions of this Agreement(other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits, Losses, and items of income, gain, loss, and deduction among the Members so that, to the extent possible,the net amount of such allocations of Profits,Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. Notwithstanding the preceding sentence, Regulatory Allocations relating to (i)Nonrecourse Deductions shall not be taken into account except to the extent that there has been a reduction in Company Minimum Crain, and (ii) Member Nonrecourse Deductions shall not be taken into account except to the extent that there has been a reduction in Member Minimum Gain. B.7. Tax Allocations: Code Section 704(c). (a) In accordance with Code Section 704(c)and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall,solely for tax purposes,be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for Federal income tax purposes and its initial Gross Asset Value. (b) In the event the Gross Asset Value of any Company asset is adjusted pursuant to paragraph(2)of the definition of Gross Asset Value,subsequent allocations of income, gain,loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for Federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c)and the Treasury Regulations there under. (c) Any elections or other decisions relating to allocations pursuant to this Section B.7 shall be made by the Manager in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section B.7 are solely for purposes of Federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. 8.8. Miscellaneous Allocation Provisions. (a) For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses and any such other items shall be determined on a daily, monthly or other basis, as determined by the Manager using any permissible method under Code Section 706 and the Treasury Regulations promulgated thereunder. April 29,2009 RLSA Operating Agreement (b) Except as otherwise provided in this Agreement, all items of Company income gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Members in the same proportions as they share Profits or Losses,as the case may be, for the year. (c) For the purpose of determining each Member's share of excess nonrecourse liabilities pursuant to Treas. Reg. Section 1.752-3(a)(3), and solely for such purpose, each Member's interest in Company Profits is hereby specified to be such Member's Percentage Interest. (d) In the event of the dissolution of the Company, Profits shall first be allocated to Members holding of record Profits Units to the extent necessary to cause their Capital Accounts to be proportionate to their Membership Interests. B.9. Establishment of Reserves. The Manager shall have the right and obligation to establish reasonable reserves for maintenance, improvements, acquisitions, capital expenditures and other contingencies, such reserves to be funded with such portion of the operating revenues of the Company for any fiscal year as the Manager may deem necessary or appropriate for that purpose. B.10. Tax Returns. The Manager shall cause to be prepared and filed all necessary Federal and state income tax returns for the Company, including making the elections described in Section B.11. Each Member shall furnish to the Manager all pertinent information in its possession relating to Company operations that is necessary to enable the Company's income tax returns to be prepared and filed. B.11. Tax Elections. (a) To the extent permitted by applicable tax law, the Company shall make the following elections on the appropriate tax returns: (1) to adopt the calendar year as the Company's fiscal year; (2) to adopt the cash method of accounting and to keep the Company's books and records on the income-tax method; (3) if a transfer of a Membership Interest as described in Section 743 of the Code occurs, on written request of any transferee Member, or if a distribution of Company property is made on which gain described in Section 734(b)(1)(A) of the Code is recognized or there is an excess of adjusted basis as described in Section 734(b)(1)(B) of the Code,to elect,pursuant to Section 754 of the Code,to adjust the basis of Company properties; (4) to elect to amortize the organizational expenses of the Company and the start-up expenditures of the Company ratably over a period of 60 months as permitted by Sections 195 and 709(b)of the Code; and April 29,2009 RLSA Operating Agreement (5) any other election the Manager may deem appropriate and in the best interests of the Members. (b) Neither the Company nor any Manager or Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter I of subtitle A of the Code or any similar provisions of applicable state law, and no provision of this Agreement shall be construed to sanction or approve such an election. April 29,2009 RLSA Operating Agreement Annex C RIGHTS,DESIGNATIONS,PREFERENCES AND LIMITATIONS OF UNITS The rights,preferences,privileges and restrictions granted to and imposed upon the Units are set forth in this Annex C. C.1. Dividend Provisions. Holders of Units. The holders of Units shall be entitled to receive, when, as and if declared by the Manager, out of any assets of the Company legally available therefore, such dividends or other distributions as may be declared from time to time by the Manager. C.2. Voting Rights. Units. Each Unit shall entitle the holder thereof to one vote on each action. April 29,2009 RLSA Operating Agreement NOTE $25,355.60 August 15, 2014 Harrisburg, Pennsylvania FOR VALUE RECEIVED, David W. Rolka, an adult individual (the "Obligo►"), hereby promises to pay to the order of Matthew Saltzer (the "Payee"), the principal sum of Twenty- Five Thousand Three Hundred Fifty-Five and 60/100 Dollars ($25,355.60), together with interest thereon, as follows: 1) Definitions. a) Default Rate. An annual interest rate equal to two percent (2%) above the Loan Rate, or if such rate violates any applicable law, the highest rate permitted by applicable law. b) Loan Rate. The rate set forth in paragraph 2(a) below. 2) Interest Rate and Payments. a) Loan Rate. From the date hereof until all amounts due hereunder have been paid, this Note shall bear interest at a fixed annual rate of one and eighty- eight hundredths percent (1.88%) on the unpaid principal amount of the Loan outstanding from time to time. b) Default Rate. Upon the occurrence of any material default by the Obligor under this Note, or after the maturity hereof (whether by acceleration or otherwise), both before and after judgment, all amounts due under this Note shall bear interest at the Default Rate. C) Payment. The principal hereof and interest thereon shall be due and payable in equal quarterly installments of One Thousand Three Hundred Twenty- Eight and 15/100 Dollars ($1,328.15) each, beginning on the first day of the succeeding calendar quarter from the date hereof, and continuing on the first day of each calendar quarter thereafter until fully paid. Notwithstanding anything to the contrary contained in this Note, unless extended by an agreement executed by the Obligor and the Payee, this Note shall mature on August 15, 2019 (the "Maturity Date"). On the Maturity Date, the entire unpaid principal balance hereof, together with accrued interest thereon, shall become due and payable in full. d) Late Charge. The Obligor shall pay to the Payee a late charge equal to five percent (5%) of any amount due hereunder that is not received by the Payee within fifteen (15) days after the date on which such amount is due. The Obligor Agrees that it would be extremely difficult or impractical to determine the Payee's actual damages in the event of such late payment, that the amount specified above is a reasonable estimate of such damages and that such amount shall constitute liquidated damages for such late payment. The foregoing provision shall not be construed to extend the due date for any amount required to be paid hereunder. "EXHIBIT B" The Payee shall have no obligation to accept any late payment not accompanied by such late charge. e) Prepayment. The Obligor shall have the right to prepay this Note in whole at any time or in part from time to time without premium or penalty. Any amount prepaid pursuant to this section shall be applied first to late charges due hereunder; then to accrued interest hereunder; and any remainder to reduce the principal balance hereof. In no event shall any partial prepayment postpone the due date of any subsequent quarterly installments or change the amount of such installments unless the Payee shall otherwise agree in writing. 3) Making of Payments. All payments (including prepayments) to be made in respect of principal, interest or other amounts due from the Obligor hereunder shall be made to the Payee at his address at 307 Stone Row Lane, New Cumberland, PA 17070, in legal tender of the United States. 4) Default and Remedies. If a default shall occur hereunder, the Payee may accelerate the indebtedness evidenced hereby and may exercise the other rights and remedies provided to him under this Note, as well as those he may have at law or in equity. 5) Usury. The parties hereto intend to comply with applicable usury law; accordingly, notwithstanding any provision of this Note to the contrary, no provision hereof shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law to be paid by or collected from the Obligor. If any excess interest in such respect is paid or provided for or shall be adjudicated to be so paid or provided for herein, then (x) the provisions of this section shall govern any other provision hereof, (y) neither the Obligor nor any other party shall be obligated to pay interest thereon in excess of the maximum amount permitted by applicable law, and the same shall be construed as a mutual mistake of the parties hereto, and (z) any such excess interest which may have been collected shall be, at the option of the Payee, either applied against the then-unpaid principal amount hereof or refunded to the Obligor. 6) Waivers. a) Presentment, Demand, Etc. The right to presentment, demand, notice of dishonor and protest provided the Obligor are hereby waived. The Payee shall give notices required under this Note. b) No Waiver by the Payee. The Payee shall not be deemed to have waived any of his rights or remedies hereunder unless such waiver is express and in writing. No delay or failure by the Payee on any one or more occasions to exercise his rights hereunder or at law or in equity (including, without limitation, the right of acceleration) shall be construed as a novation of this Note or shall waive or prevent the subsequent exercise of such rights. An express waiver of any right shall not be construed as a waiver of the Payee's right to insist thereafter upon strict compliance with the terms hereof. No course of dealing of the Payee in exercising any right, power or privilege under this Note shall affect any other exercise thereof or exercise of any other right, power or privilege. 2 l 7) Notices. All notices, requests, demands, directions and other communications (collectively, "Notices") under the provisions of this Note shall be in writing and shall be sent (x) by first-class or first-class express mail, certified with return receipt requested, or (y) by fax with confirmation in writing mailed first-class, or (z) by guaranteed overnight delivery service with receipt therefor, or (aa) by hand, in all cases with charges prepaid, and any such properly given notice shall be effective when received or when such delivery is refused. All notices shall be sent, If to the Payee: Matthew Saltzer 307 Stone Row Lane New Cumberland, PA 17070 If to the Obligor: David W. Rolka c/o Rolka Loube Associates 4423 North Front Street Harrisburg, PA 17110-1788 or in accordance with the last unrevoked written direction from such party to the other party hereto. The Payee may rely on any notice (including telephoned communication) purportedly made by or on behalf of the Obligor, and shall have no duty to verify the identity or authority of the person giving such notice. 8) Miscellaneous. a) Amendments. This Note cannot be amended, modified or terminated except by an instrument in writing signed by both parties. b) Jurisdictions, etc. The Obligor irrevocably (x) agrees that the Payee may bring suit, action or other legal proceedings arising out of this Note in the courts of the Commonwealth of Pennsylvania in Cumberland County, Pennsylvania, or the courts of the United States for the Middle District of Pennsylvania; (y) consents to the jurisdiction of each such court in any such suit, action or proceeding; and (z) waives any objection which the Obligor may have to the laying of the venue of any such suit, action or proceeding in any of such courts. C) Severability. If any term or provision of this Note or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Note, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Note shall be valid and enforceable to the fullest extent permitted by law. d) Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania. e) Duration; Survival. All covenants and agreements of the Obligor contained herein shall continue in full force and effect from and after the date hereof until payment in full of all the obligations created hereby. 3 i y , f) WAIVER OF JURY TRIAL. THE OBLIGOR HEREBY KNOWINGLY WAIVES HIS RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT BY OR AGAINST THE OBLIGOR RELATED TO OR ARISING OUT OF THIS NOTE. g) Successors and Assigns. This Note shall apply to, inure to the benefit of and bind each of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the Obligor, intending to be legally bound hereby, has caused this Note to be executed by his duly authorized representative. Witness David W. Rolka 4 NOTE $25,355.60 August 15, 2014 Harrisburg, Pennsylvania FOR VALUE RECEIVED, Robert Loube, an adult individual (the "Obligor"), hereby promises to pay to the order of Matthew Saltzer (the "Payee"), the principal sum of Twenty- Five Thousand Three Hundred Fifty-Five and 60/100 Dollars ($25,355.60), together with interest thereon, as follows: 1) Definitions. a) Default Rate. An annual interest rate equal to two percent (2%) above the Loan Rate, or if such rate violates any applicable law, the highest rate permitted by applicable law. b) Loan Rate. The rate set forth in paragraph 2(a) below. 2) Interest Rate and Payments. a) Loan Rate. From the date hereof until all amounts due hereunder have been paid, this Note shall bear interest at a fixed annual rate of one and eighty- eight hundredths percent (1.88%) on the unpaid principal amount of the Loan outstanding from time to time. b) Default Rate. Upon the occurrence of any material default by the Obligor under this Note, or after the maturity hereof (whether by acceleration or otherwise), both before and after judgment, all amounts due under this Note shall bear interest at the Default Rate. C) Payment. The principal hereof and interest thereon shall be due and payable in equal quarterly installments of One Thousand Three Hundred Twenty- Eight and 15/100 Dollars ($1,328.15) each, beginning on the first day of the succeeding calendar quarter from the date hereof, and continuing on the first day of each calendar quarter thereafter until fully paid. Notwithstanding anything to the contrary contained in this Note, unless extended by an agreement executed by the Obligor and the Payee, this Note shall mature on August 15, 2019 (the "Maturity Date"). On the Maturity Date, the entire unpaid principal balance hereof, together with accrued interest thereon, shall become due and payable in full. d) Late Charge. The Obligor shall pay to the Payee a late charge equal to five percent (5%) of any amount due hereunder that is not received by the Payee within fifteen (15) days after the date on which such amount is due. The Obligor agrees that it would be extremely difficult or impractical to determine the Payee's actual damages in the event of such late payment, that the amount specified above is a reasonable estimate of such damages and that such amount shall constitute liquidated damages for such late payment. The foregoing provision shall not be construed to extend the due date for any amount required to be paid hereunder. "EXHIBIT C" The Payee shall have no obligation to accept any late payment not accompanied by such late charge. e) Prepayment. The Obligor shall have the right to prepay this Note in whole at any time or in part from time to time without premium or penalty. Any amount prepaid pursuant to this section shall be applied first to late charges due hereunder; then to accrued interest hereunder; and any remainder to reduce the principal balance hereof. In no event shall any partial prepayment postpone the due date of any subsequent quarterly installments or change the amount of such installments unless the Payee shall otherwise agree in writing. 3) Making of Payments. All payments (including prepayments) to be made in respect of principal, interest or other amounts due from the Obligor hereunder shall be made to the Payee at his address at 307 Stone Row Lane, New Cumberland, PA 17070, in legal tender of the United States. 4) Default and Remedies. If a default shall occur hereunder, the Payee may accelerate the indebtedness evidenced hereby and may exercise the other rights and remedies provided to him under this Note, as well as those he may have at law or in equity. 5) Usury. The parties hereto intend to comply with applicable usury law; accordingly, notwithstanding any provision of this Note to the contrary, no provision hereof shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law to be paid by or collected from the Obligor. If any excess interest in such respect is paid or provided for or shall be adjudicated to be so paid or provided for herein, then (x) the provisions of this section shall govern any other provision hereof, (y) neither the Obligor nor any other party shall be obligated to pay interest thereon in excess of the maximum amount permitted by applicable law, and the same shall be construed as a mutual mistake of the parties hereto, and (z) any such excess interest which may have been collected shall be, at the option of the Payee, either applied against the then-unpaid principal amount hereof or refunded to the Obligor. 6) Waivers. a) Presentment, Demand, Etc. The right to presentment, demand, notice of dishonor and protest provided the Obligor are hereby waived. The Payee shall give notices required under this Note. b) No Waiver by the Payee. The Payee shall not be deemed to have waived any of his rights or remedies hereunder unless such waiver is express and in writing. No delay or failure by the Payee on any one or more occasions to exercise his rights hereunder or at law or in equity (including, without limitation, the right of acceleration) shall be construed as a novation of this Note or shall waive or prevent the subsequent exercise of such rights. An express waiver of any right shall not be construed as a waiver of the Payee's right to insist thereafter upon strict compliance with the terms hereof. No course of dealing of the Payee in exercising any right, power or privilege under this Note shall affect any other exercise thereof or exercise of any other right, power or privilege. 2 7) Notices. All notices, requests, demands, directions and other communications (collectively, "Notices") under the provisions of this Note shall be in writing and shall be sent (x) by first-class or first-class express mail, certified with return receipt requested, or (y) by fax with confirmation in writing mailed first-class, or (z) by guaranteed overnight delivery service with receipt therefor, or (aa) by hand, in all cases with charges prepaid, and any such properly given notice shall be effective when received or when such delivery is refused. All notices shall be sent, If to the Payee: Matthew Saltzer 307 Stone Row Lane New Cumberland, PA 17070 If to the Obligor: Robert Loube 10601 Cavalier Drive Silver Spring, MD 20901 or in accordance with the last unrevoked written direction from such party to the other party hereto. The Payee may rely on any notice (including telephoned communication) purportedly made by or on behalf of the Obligor, and shall have no duty to verify the identity or authority of the person giving such notice. 8) Miscellaneous. a) Amendments. This Note cannot be amended, modified or terminated except by an instrument in writing signed by both parties. b) Jurisdictions, etc. The Obligor irrevocably (x) agrees that the Payee may bring suit, action or other legal proceedings arising out of this Note in the courts of the Commonwealth of Pennsylvania in Cumberland County, Pennsylvania, or the courts of the United States for the Middle District of Pennsylvania; (y) consents to the jurisdiction of each such court in any such suit, action or proceeding; and (z) waives any objection which the Obligor may have to the laying of the venue of any such suit, action or proceeding in any of such courts. C) Severability. If any term or provision of this Note or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Note, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Note shall be valid and enforceable to the fullest extent permitted by law. d) Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania. e) Duration, Survival. All covenants and agreements of the Obligor contained herein shall continue in full force and effect from and after the date hereof until payment in full of all the obligations created hereby. 3 f) WAIVER OF JURY TRIAL. THE OBLIGOR HEREBY KNOWINGLY WAIVES HIS RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT BY OR AGAINST THE OBLIGOR RELATED TO OR ARISING OUT OF THIS NOTE. g) Successors and Assigns. This Note shall apply to, inure to the benefit of and bind each of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the Obligor, intending to be legally bound hereby, has caused this Note to be executed by his duly authorized representative. Witness Robert Loube 4 Dana W. Chilson Attorney I.D. No. 208718 McNees Wallace & Nurick LLC 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 717-232-8000 A Attorneys for Defendants David Rolka and Robert Loube MATTHEW SALTZER : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA v. : No.: 2014-6195 DAVID ROLKA and ROBERT LOUBE Defendants NOTICE TO PLEAD TO: MATTHEW SALTZER, and MICHAEL A. SCHERER, ESQ., his attorney YOU ARE HEREBY NOTIFIED TO FILE A WRITTEN RESPONSE TO THE ENCLOSED NEW MATTER WITHIN TWENTY (20) DAYS FROM SERVICE HEREOF. MCS WALLACE & NURICK LLC Dated: November 11, 2014 By Dana W. Chilson, ID No. 208718 100 Pine Street, P. O. Box 1166 Harrisburg, PA 17108-1166 Phone: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Defendants David Rolka and Robert Loube Dana W. Chilson Attorney I.D. No. 208718 McNees Wallace & Nurick LLC 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 717-232-8000 Attorneys for Defendants David Rolka and Robert Loube MATTHEW SALTZER : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA v. : No.: 2014-6195 DAVID ROLKA and ROBERT LOUBE Defendants DEFENDANTS' ANSWER WITH NEW MATTER TO PLAINTIFF'S COMPLAINT Defendants David Rolka ("Rolka") and Robert Loube ("Loube") (together, "Defendants"), by and through their undersigned counsel, hereby submit the following Answer with New Matter to Plaintiff Matthew Saltzer's ("Saltzer") Complaint, and in support thereof aver as follows: 1. Admitted in part and denied in part. It is admitted that Saltzer has attempted to allege causes of action pursuant to Pennsylvania common law and the Pennsylvania Limited Liability Company Law. It is denied that any of Saltzer's claims are meritorious or that he is entitled to the relief requested. 2. Admitted, upon information and belief. 3. Admitted. 4. Admitted. 5. Admitted in part and denied in part. It is admitted that Rolka resides in Cumberland County. The remaining averments of Paragraph 5 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 5 are denied. 6. Denied. Paragraph 6 sets forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 6 are denied. 7. Admitted in part and denied in part. It is admitted that Defendants and Saltzer were the principals of a Pennsylvania limited liability company named Rolka Loube Saltzer Associates, LLC ("RL"). It is denied that the Pennsylvania limited liability company named Rolka Loube Saltzer Associates, LLC still does business under that name. Rather, Rolka Loube Saltzer Associates, LLC currently does business under the fictitious name Rolka Loube Associates. 8. Admitted. 9. Admitted in part and denied in part. It is admitted that the April 7, 2007 Operating Agreement for RL is attached to the Complaint has Exhibit A. On June 26, 2014, however, certain provisions of the Operating Agreement were amended. A true and correct copy of the current Operating Agreement is attached hereto as Exhibit "A." By way of further response, Exhibit A to the Complaint is a document that speaks for itself, and any characterizations inconsistent therewith are denied. 10. Admitted. By way of further response, Exhibit A to the Complaint is a document that speaks for itself, and any characterizations inconsistent therewith are denied. Moreover, from April 7, 2007 through August 15, 2014, Rolka and Loube each owned 400 units of ownership in RL and Saltzer owned 200 units of RL. On August 15, 2014, however, Rolka and Loube bought Saltzer's units. 11. Admitted in part and denied in part. It is admitted that from April 7, 2007 through August 15, 2014, Rolka and Loube each owned 400 units of ownership in RL and Saltzer owned 200 units of RL. On August 15, 2014, however, Rolka and Loube bought Saltzer's units. Thus, Saltzer no longer has an ownership interest in RL. 2 12. Admitted. By way of further response, RL also services state consumer advocates and other branches of state government, as well as maintains a consulting practice handled by Loube. By way of even further response, Saltzer has no experience in providing such consulting services, and was employed by RL to provide information technology support. 13. Admitted. By way of further response, RL also services state consumer advocates and other branches of state government, as well as maintains a consulting practice handled by Loube. By way of even further response, Saltzer has no experience in providing such consulting services, and was employed by RL to provide information technology support. 14. Admitted. 15. Admitted. By way of further response, on May 28, 2013, Saltzer executed a Confidential Separation Agreement and General Release which releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including Rolka and Loube. A true and correct copy of the Confidential Separation Agreement and General Release is attached hereto as Exhibit "B." 16. Admitted in part and denied in part. The phrase "all times material hereto" is vague and Defendants are unable to ascertain its meaning. As such, Defendants are unable to respond to the allegations of this paragraph and the same are, therefore, denied. It is admitted, however, that Rolka has been president of RL since its inception through present. 17. Admitted in part and denied in part. The phrase "all times material hereto" is vague and Defendants are unable to ascertain its meaning. As such, Defendants are unable to respond to the allegations of this paragraph and the same are, therefore, denied. 3 It is admitted, however, that Rolka has been president of RL since its inception through present. 18. Admitted. By way of further response, however, RL is not required to make such periodic distributions to its members. 19. Denied. The current Operating Agreement specifically sets forth member purchase options relating to voluntary and involuntary withdrawals from the company, as well as options to purchase relating to the termination of a member's employment. 20. Denied. It is denied that Rolka and Loube "purported" to amend the Operating Agreement. Rather, the Operating Agreement was amended pursuant to Pennsylvania law. By way of further response, the current Operating Agreement is a document that speaks for itself, and any characterizations inconsistent therewith are denied. 21. Denied. It is denied that Rolka and Loube "purported" to amend the Operating Agreement. Rather, the Operating Agreement was amended pursuant to Pennsylvania law. By way of further response, the current Operating Agreement is a document that speaks for itself, and any characterizations inconsistent therewith are denied. 22. Admitted in part and denied in part. It is admitted that Saltzer voted against the amendment to the Operating Agreement. It is denied that Rolka and Loube "purported" to amend the Operating Agreement. Rather, the Operating Agreement was amended pursuant to Pennsylvania law. By way of further response, the current Operating Agreement is a document that speaks for itself, and any characterizations inconsistent therewith are denied. 23. Denied. It is denied that Rolka and Loube "purported" to amend the Operating Agreement. Rather, the Operating Agreement was amended pursuant to Pennsylvania law. By way of further response, the current Operating Agreement and the 4 August 15, 2014 letter from Rolka to Saltzer are documents that speak for themselves, and any characterizations inconsistent therewith are denied. 24. Admitted in part and denied in part. It is admitted that Rolka and Loube purchased Saltzer's RL units of ownership for $63,389.00 in accordance with the current Operating Agreement. It is denied that either the amendment to the Operating Agreement or the purchase of Saltzer's units in any way violates Pennsylvania law. 25. Admitted. By way of further response, the August 15, 2014 letter from Rolka to Saltzer and the enclosed check are documents that speak for themselves, and any characterizations inconsistent therewith are denied. 26. Admitted. By way of further response, the August 15, 2014 letter from Rolka to Saltzer, the enclosed check, and the Promissory Notes are documents that speak for themselves, and any characterizations inconsistent therewith are denied. 27. Admitted. By way of further response, the promissory notes are documents that speak for themselves, and any characterizations inconsistent therewith are denied. 28. Admitted. By way of further response, Exhibits B and C to the Complaint are documents that speak for themselves, and any characterizations inconsistent therewith are denied. 29. Admitted. By way of further response, Exhibits B and C to.the Complaint are documents that speak for themselves, and any characterizations inconsistent therewith are denied. 30. Admitted in part and denied in part. It is admitted that Saltzer is no longer a member of RL. The August 15, 2014 letter from Rolka to Saltzer is a document that speaks for itself, and any characterizations inconsistent therewith are denied. 5 COUNT I—VIOLATION OF LIMITED LIABILITY COMPANY ACT (Seltzer V. Rolka & Loube) 31. Denied. The averments of Paragraph 31 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 31 are denied. By way of further response, 15 Pa.C.S.A. § 8942(b) requires unanimous consent of members to amend an operating agreement only if the applicable operating agreement does not provides otherwise. The Operating Agreement clearly states that only a majority of members must vote to amend any provision of the Operating Agreement. See Operating Agreement, §§ 5.02, 6.02, 9.04. Unanimous consent was not required to amend the Operating Agreement. 32. Denied. The averments of Paragraph 32 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 32 are denied. By way of further response, 15 Pa.C.S.A. § 8942(b) requires unanimous consent of members to amend an operating agreement only if the applicable operating agreement does not provide otherwise. The Operating Agreement clearly states that only a majority of members must vote to amend any provision of the Operating Agreement. See Operating Agreement, §§ 5.02, 6.02, 9.04. Unanimous consent was not required to amend the Operating Agreement. 33. Admitted in part and denied in part. It is admitted that the Operating Agreement was properly amended pursuant to the majority vote of the members of RL. It is denied that such amendment is in any way in violation of Pennsylvania law. By way of further response, the Operating Agreement and its amendment are documents that speak for themselves, and any characterizations inconsistent therewith are denied. 6 34. Admitted in part and denied in part. It is admitted that Saltzer voted against amending the Operating Agreement. It is denied that such amendment is in any way in violation of Pennsylvania law. 35. Denied. The averments of Paragraph 35 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 35 are denied. By way of further response, 15 Pa.C.S.A. § 8942(b) requires unanimous consent of members to amend an operating agreement only if the applicable operating agreement does not provide otherwise. The Operating Agreement clearly states that only a majority of members must vote to amend any provision of the Operating Agreement. See Operating Agreement, §§ 5.02, 6.02, 9.04. Unanimous consent was not required to amend the Operating Agreement. 36. Denied. Other than averred in Paragraph 36, Defendants have no knowledge as to whom Saltzer consulted or what that consultant advised Saltzer in regard to the value of RL. As such, the averments of Paragraph 36 are denied. It is specifically denied that Saltzer is entitled to any monies above and beyond the amounts calculated in accordance with the current Operating Agreement. 37. Admitted in part and denied in part. It is admitted that the parties procured life insurance on Saltzer, Rolka, and Loube. It is denied that the sole purpose of that insurance was to create a pool of funds with which the surviving members could purchase membership interests of a deceased member. Rather, in addition to the aforementioned reason, the insurance was also purchased to ensure that RL has the financial wherewithal to hire a successor whom is acceptable to RL clients per the respective service contracts if any member becomes deceased or otherwise unable to perform their role in the company. 38. Denied. To the contrary, it was Saltzer and not Loube that asserted the company's value was $1,500,000. 7 39. Admitted in part and denied in part. It is admitted that the members purchased a total of $1,500,000 in life insurance coverage. It is denied that RL is currently valued at $1,500,000, that RL purchased the $1,500,000 life insurance policy based on the value of the company, or that the life insurance documents require the life insurance proceeds to be spent to acquire RL units. Paragraph 37 and 38, above, are incorporated herein by reference as if set forth in full. 40. Admitted. Paragraphs 37 through 39, above, are incorporated herein by reference as if set forth in full. 41. Admitted in part and denied in part. It is admitted that Saltzer is entitled to the value of his ownership units as calculated in accordance with the current Operating Agreement. It is denied that he is entitled to any additional sums. 42. Denied. The averments of Paragraph 42 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 42 are denied. By way of further response, the Operating Agreement was amended in accordance with Pennsylvania law. 43. Denied. The averments of Paragraph 43 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 43 are denied. By way of further response, Saltzer is only entitled to the value of his ownership units as set forth in the current Operating Agreement. Moreover, the current Operating Agreement provides that any payments made to Saltzer for the value of his RL units may be made in installment payments. 44. Denied. The value of Saltzer's ownership units was calculated in accordance with the current Operating Agreement, and Saltzer was notified of the calculation in the August 15, 2014 letter from Rolka to Saltzer and via the Promissory Notes executed by Rolka and Loube. 8 WHEREFORE, Defendants David Rolka and Robert Loube request judgment in their favor and against Plaintiff Matthew Saltzer, together with costs of suit. COUNT II—CONVERSION (Saltzer v. Rolka & Loube) 45. Defendants incorporate by reference paragraphs 1 through 44, above, as if set forth in full herein. 46. Denied. The averments of Paragraph 46 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 46 are denied. By way of further response, the Operating Agreement was amended in accordance with Pennsylvania law, which does not require unanimous consent of members to amend an operating agreement when the operating agreement specifically provides otherwise. Rolka and Loube have paid Saltzer the value of his RL units calculated in accordance with the current Operating Agreement. 47. Denied. The averments of Paragraph 47 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 47 are denied. By way of further response, Rolka and Loube have paid Saltzer the value of his RL ownership units as calculated pursuant to the current Operating Agreement. 48. Denied. The averments of Paragraph 48 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 48 are denied. By way of further response, Rolka and Loube have paid Saltzer the value of his RL ownership units as calculated in accordance with the current Operating Agreement. By way of further response, the Operating Agreement was amended in accordance with Pennsylvania law. 9 49. Denied. The averments of Paragraph 49 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 49 are denied. By way of further response, Rolka and Loube have paid Saltzer the value of his RL ownership units as calculated in accordance with the current Operating Agreement. 50. Denied. The averments of Paragraph 50 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 50 are denied. By way of further response, Rolka and Loube have paid Saltzer the value of his RL ownership units as calculated in accordance with the current Operating Agreement. By way of further response, the Operating Agreement was amended in accordance with Pennsylvania law. 51. Denied. The averments of Paragraph 51 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 51 are denied. By way of further response, the Operating Agreement was amended in accordance with Pennsylvania law, which does not require unanimous consent of members to amend an operating agreement when the operating agreement specifically provides otherwise. Rolka and Loube have paid Saltzer the value of his RL ownership units as calculated in accordance with the current Operating Agreement WHEREFORE, Defendants David Rolka and Robert Loube request judgment in their favor and against Plaintiff Matthew Saltzer, together with costs of suit. COUNT III—MINORITY OPPRESSION: WRONGFUL TERMINATION (Seltzer V. Rolka & Loube) 52. Defendants incorporate by reference paragraphs 1 through 51, above, as if set forth in full herein. 10 53. Admitted in part and denied in part. The phrase "all times material hereto" is vague and Defendants are unable to ascertain its meaning. As such, Defendants are unable to respond to the allegations of this paragraph and the same are, therefore, denied. It is admitted, however, that Rolka and Loube have been employed by RL since its inception through present. 54. Admitted. 55. Admitted that Saltzer's employment with RL ended on May 8, 2013 and that Saltzer voluntarily executed the Confidential Separation Agreement and General Release. 56. Admitted in part and denied in part. It is admitted that, as members of RL, Rolka and Loube confer on important business decisions. Other than as set forth in this paragraph, Defendants cannot know what Saltzer believes, and thus deny the averments of this paragraph. 57. Admitted that Rolka and Loube continue to be employed by RL. 58. Denied. No employee of RL, including Saltzer, has an employment agreement which would justify an expectation of continued and/or lifetime employment with RL. Moreover, Saltzer's employment with RL was at -will, and RL was permitted to terminate his employment at any time and for any reason. Saltzer's employment, however, was terminated for good cause. The RL employee handbook, which Saltzer received annually, clearly sets forth that employment with RL was at -will. 59. Denied. No employee of RL, including Saltzer, has an employment agreement which would justify an expectation of continued and/or lifetime employment with RL. Moreover, Saltzer's employment with RL was at -will, and RL was permitted to terminate his employment at any time and for any reason. Saltzer's employment, however, was terminated for good cause. The RL employee handbook, which Saltzer received annually, clearly sets forth that employment with RL was at -will. By way of further 11 response, Salter made no financial investment into RL. By way of even further response, Defendants cannot know why Saltzer joined RL, and thus the averments of this paragraph are denied. 60. Denied. No employee of RL, including Saltzer, has an employment agreement which would justify an expectation of continued and/or lifetime employment with RL. Moreover, Saltzer's employment with RL was at -will, and RL was permitted to terminate his employment at any time and for any reason. Saltzer's employment, however, was terminated for good cause. The RL employee handbook, which Saltzer received annually, clearly sets forth that employment with RL was at -will. By way of further response, Saltzer made no financial investment into RL. Additionally, the salary paid to Saltzer was solely for the services he provided to RL and it is denied that his salary was a "return on his capital investment." 61. Denied. No employee of RL, including Saltzer, has an employment agreement which would justify an expectation of continued and/or lifetime employment with RL. Moreover, Saltzer's employment with RL was at -will, and RL was permitted to terminate his employment at any time and for any reason. Saltzer's employment, however, was terminated for good cause. The RL employee handbook, which Saltzer received annually, clearly sets forth that employment with RL was at -will. By way of further response, Saltzer made no financial investment into RL. Moreover, the Confidential Separation Agreement and General Release releases any and all claims which Saltier has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. 62. Denied. No employee of RL, including Saltier, has an employment agreement which would justify an expectation of continued and/or lifetime employment with RL. Moreover, Saltzer's employment with RL was at -will, and RL was permitted to 12 terminate his employment at any time and for any reason. Saltzer's employment, however, was terminated for good cause. The RL employee handbook, which Saltzer received annually, clearly sets forth that employment with RL was at -will. By way of further response, Saltzer made no financial investment into RL. Moreover, the Confidential Separation Agreement and General Release releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. 63. Denied. No employee of RL, including Saltzer, has an employment agreement which would justify an expectation of continued and/or lifetime employment with RL. Moreover, Saltzer's employment with RL was at -will, and RL was permitted to terminate his employment at any time and for any reason. Saltzer's employment, however, was terminated for good cause. The RL employee handbook, which Saltzer received annually, clearly sets forth that employment with RL was at -will. By way of further response, Saltzer made no financial investment into RL. Moreover, the Confidential Separation Agreement and General Release releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. Additionally, the salary paid to Saltzer was solely for the services he provided to RL and it is denied that his salary was a "return on his capital investment." 64. Denied. No employee of RL, including Saltzer, has an employment agreement which would justify an expectation of continued and/or lifetime employment with RL. Moreover, Saltzer's employment with RL was at -will, and RL was permitted to terminate his employment at any time and for any reason. Saltzer's employment, however, was terminated for good cause. The RL employee handbook, which Saltzer received annually, clearly sets forth that employment with RL was at -will. By way of further 13 response, Saltzer made no financial investment into RL. Moreover, the Confidential Separation Agreement and General Release releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. 65. Denied. No employee of RL, including Saltzer, has an employment agreement which would justify an expectation of continued and/or lifetime employment with RL. Moreover, Saltzer's employment with RL was at -will, and RL was permitted to terminate his employment at any time and for any reason. Saltzer's employment, however, was terminated for good cause. The RL employee handbook, which Saltzer received annually, clearly sets forth that employment with RL was at -will. By way of further response, Saltzer made no financial investment into RL. Moreover, the Confidential Separation Agreement and General Release releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. 66. Admitted, upon information and belief. 67. Denied. To the contrary, Saltzer's replacement was more qualified than Saltzer. 68. Denied. Only one person was hired by RL to replace Saltzer. By way of further response, the current IT personnel employed by RL are more qualified than Saltzer, and they are paid accordingly. 69. Denied. Only one person was hired by RL to replace Saltzer. By way of further response, the current IT personnel employed by RL are more qualified than Saltzer, and they are paid accordingly. 70. Denied as stated. Saltzer was compensated at a salary of $55,907 annually from the inception of RL through December 2008, and then $70,000 annually from January 14 2009 through March 2012. In April 2012, Saltzer's salary was raised to $90,000, at his insistence and over the objections of Rolka and Loube. By way of further response, the salary paid to Saltzer was solely for the services he provided to RL and it is denied that his salary was a return on his investment into RL. 71. Denied. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining averments of this paragraph and, therefore, deny the same. 72. Denied. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining averments of this paragraph and, therefore, deny the same. 73. Admitted. By way of further response, Saltzer's employment was terminated in accordance with Pennsylvania law. Moreover, the Confidential Separation Agreement and General Release releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. As set forth in the Confidential Separation Agreement and General Release, Saltzer received severance payments and other benefits. 74. Denied. It is specifically denied that RL contributed $6,700 annually to his health reimbursement account. By way of further response, Saltzer's employment was terminated in accordance with Pennsylvania law. Moreover, the Confidential Separation Agreement and General Release releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. As set forth in the Confidential Separation Agreement and General Release, Saltzer received severance payments and other benefits. 15 75. Denied. It is denied that Saltzer made any contributions to his 401k plan or that RL matches employee contributions. Rather, the company contributes the equivalent of 3% of each eligible employee's salary to a 401k, established by the company for the employee. By way of further response, Saltzer's employment was terminated in accordance with Pennsylvania law. Moreover, the Confidential Separation Agreement and General Release releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. As set forth in the Confidential Separation Agreement and General Release, Saltzer received severance payments and other benefits. 76. Denied. Paragraph 75, above, is incorporated herein by reference as if set forth in full. WHEREFORE, Defendants David Rolka and Robert Loube request judgment in their favor and against Plaintiff Matthew Saltzer, together with costs of suit. COUNT IV—BREACH OF FIDUCIARY DUTY (Saltier v. Rolka & Loube) 77. Defendants incorporate by reference paragraphs 1 through 76, above, as if set forth in full herein. 78. Denied. While Saltzer previously held a minority interest in RL, he no longer holds such interest. 79. Admitted. 80. Denied. The averments of Paragraph 80 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 80 are denied. 16 81. Denied. The averments of Paragraph 81 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 81 are denied. 82. Denied. The averments of Paragraph 82 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 82 are denied. By way of further response, the Operating Agreement was amended in accordance with Pennsylvania law. 83. Denied. The averments of Paragraph 83 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 83 are denied. By way of further response, the Operating Agreement was amended in accordance with Pennsylvania law. 84. Denied. The averments of Paragraph 84 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 84 are denied. By way of further response, the Operating Agreement was amended in accordance with Pennsylvania law, and the formula set forth for the valuation of Saltzer's ownership units is based upon a realistic assessment of RL's value. 85. Admitted in part and denied in part. It is admitted that Saltzer attempted to sell Rolka and Loube his RL ownership units at an inflated price. It is denied that Saltzer's requested purchase price represents the fair value of his RL units. 86. Admitted in part and denied in part. It is admitted that Saltzer attempted to sell Rolka and Loube his RL ownership units at an inflated price. It is denied that Saltzer's requested purchase price represents the fair value of his RL ownership units. By way of further response, only Saltzer's life insurance policy was purchased on May 8, 2013; Rolka and Loube's policies were purchased at a later date. It is further denied that the life insurance policies are based on the value of RL. Moreover, Defendants cannot know upon 17 what information Saltzer based his offer, and thus the averments of this paragraph are denied. 87. Admitted in part and denied in part. It is admitted that Saltzer attempted to sell Rolka and Loube his RL ownership units at an inflated price. It is denied that Saltzer's requested purchase price represents the fair value of his RL ownership units. By way of further response, the Operating Agreement was amended in accordance with Pennsylvania law, and the formula set forth for the valuation of Saltzer's ownership units is based upon a realistic assessment of RL's value. 88. Denied. Defendants cannot know what Saltzer believes, and thus the averments of this paragraph are denied. By way of further response, the averments of Paragraph 88 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 88 are denied. 89. Denied. The averments of Paragraph 89 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 89 are denied. By way of further response, no employee of RL, including Saltzer, has an employment agreement which would justify an expectation of continued and/or lifetime employment with RL. Moreover, Saltzer's employment with RL was at -will, and RL was permitted to terminate his employment at any time and for any reason. Saltzer's employment, however, was terminated for good cause. The RL employee handbook, which Saltzer received annually, clearly sets forth that employment with RL was at -will. By way of further response, Saltzer made no financial investment into RL. Moreover, the Confidential Separation Agreement and General Release releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. 18 90. Denied. The averments of Paragraph 90 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 90 are denied. By way of further response, no employee of RL, including Saltzer, has an employment agreement which would justify an expectation of continued and/or lifetime employment with RL. Moreover, Saltzer's employment with RL was at -will, and RL was permitted to terminate his employment at any time and for any reason. The RL employee handbook, which Saltzer received annually, clearly sets forth that employment with RL was at -will. Saltzer's employment, however, was terminated for good cause. By way of further response, Saltzer made no financial investment into RL. Moreover, the Confidential Separation Agreement and General Release releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. 91. Denied. The averments of Paragraph 91 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 91 are denied. By way of further response, no employee of RL, including Saltzer, has an employment agreement which would justify an expectation of continued and/or lifetime employment with RL. Moreover, Saltzer's employment with RL was at -will, and RL was permitted to terminate his employment at any time and for any reason. The RL employee handbook, which Saltzer received annually, clearly sets forth that employment with RL was at -will. Saltzer's employment, however, was terminated for good cause. By way of further response, Saltzer made no financial investment into RL. Moreover, the Confidential Separation Agreement and General Release releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. 19 92. Denied. The averments of Paragraph 92 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 92 are denied. By way of further response, the Operating Agreement was amended in accordance with Pennsylvania law. Moreover, the Confidential Separation Agreement and General Release releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. 93. Denied. The averments of Paragraph 93 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 93 are denied. By way of further response, the Operating Agreement was amended in accordance with Pennsylvania law. Moreover, the Confidential Separation Agreement and General Release releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. 94. Denied. The averments of Paragraph 94 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 94 are denied. By way of further response, the Operating Agreement was amended in accordance with Pennsylvania law. Moreover, the Confidential Separation Agreement and General Release releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. 95. Denied. The averments of Paragraph 95 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 95 are denied. By way of further response, the Operating Agreement was amended in accordance with Pennsylvania law. Moreover, the Confidential Separation 20 Agreement and General Release releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. 96. Denied. The averments of Paragraph 96 set forth legal conclusions to which no responsive pleading is required. To the extent that an answer is required, the averments of Paragraph 96 are denied. By way of further response, the Operating Agreement was amended in accordance with Pennsylvania law. Moreover, the Confidential Separation Agreement and General Release releases any and all claims which Saltzer has or may have had against RL and any of its officers, directors, and/or owners, including claims for shareholder oppression and wrongful termination. WHEREFORE, Defendants David Rolka and Robert Loube request judgment in their favor and against Plaintiff Matthew Saltzer, together with costs of suit. NEW MATTER 97. Defendants incorporate by reference paragraphs 1 through 96, above, as if set forth in full herein. 98. Saltzer is not entitled to the relief requested by him. 99. Saltzer has failed to state a claim for wrongful termination upon which relief can be granted. 100. Saltzer has failed to state a claim for minority owner oppression upon which relief can be granted. 101. Saltzer has failed to state a claim for conversion upon which relief can be granted. 102. Saltzer has failed to state a claim for violation of the Pennsylvania Limited Liability Company act upon which relief can be granted. 103. Loube and Rolka have not breached any fiduciary duty owed to Saltzer. 21 104. Saltzer executed a Confidential Separation Agreement and General Release, which releases any and all claims against Defendants. 105. In accordance with the Confidential Separation Agreement and General Release, Saltzer received severance payments. 106. Pennsylvania is an at -will employment state. 107. Saltzer had no reasonable expectation of continuing and/or lifetime employment. 108. Saltzer did not have an employment agreement with RL. 109. Saltzer cannot overcome the presumption of at -will employment. 110. Saltzer's employment was terminated for good cause. 111. Saltzer made no financial contribution to RL. 112. Saltzer's equitable claims are barred by the doctrine of unclean hands. 113. Saltzer's equitable claims are barred by the doctrine of estoppel. 114. Saltzer's claims are barred by the doctrine of consent. 115. The Operating Agreement specifically provides that decisions shall be made by the majority of the votes cast. 116. Amendment of the Operating Agreement did not require unanimous consent of the RL members. 117. Saltzer's claims are barred by the business judgment rule. 118. Saltzer has been paid any and all monies currently legally owed to him. 119. Saltzer will be paid any additional sums due and owing to him pursuant to the current Operating Agreement in installment payments, as set forth in the Operating Agreement. 120. Saltzer is not entitled to punitive damages. 121. Saltzer is not entitled to recover his attorneys' fees and costs. 22 VERIFICATION Subject to the penalties of 28 U.S.C. § 1746 relating to unsworn falsification to authorities, I hereby certify that I have read the foregoing Answer with New Matter to Plaintiffs Complaint and that the facts set forth therein are true and correct to the best of my knowledge, or information and belief. Dated: November/ / , 2014 VERIFICATION Subject to the penalties of 28 U.S.C. § 1746 relating to unsworn falsification to authorities, I hereby certify that I have read the foregoing Answer with New Matter to Plaintiffs Complaint and that the facts set forth therein are true and correct to the best of my knowledge, or information and belief. Dated: November,,, 2014 ARTICLE VIIA. Transfer of Interests and Withdrawals of Members 7A.1. In General. Except as otherwise provided in this Article VIIA, (i) no Member may Voluntarily Withdraw from the Company, (ii) no Member may Transfer all, or any portion of, or any interest or rights in or to, the Member's Membership Interest; and (iii) no other Interest Holder may Transfer all, or any portion of, or any interest or rights in or to, his, her or its Membership Interest; provided, however, that this Article VIIA will not apply in the event the Company has only a single Member. The attempted Transfer of any Membership Rights or Interests in violation of the prohibition contained in this Section 7A.1 will be invalid, null and void, and of no force or effect. 7A.2. Option to Purchase: Transfer. If any Member desires to Transfer any Membership Interest, or any portion thereof, to any Person other than another Member or a member of the transferring Member's immediate family, who is in each case a then current employee of the Company (each a "Permitted Transferee"), such Member ("Seller") will give written notice to the Company and all remaining Members in which he, she or it identifies the proposed transferee and all terms of the proposed transaction. The Company, acting through the non -selling Members, will have the option for a period of sixty (60) days following receipt of the notice to purchase such Membership Interest at the price and on the terms of the offer ("Primary Option"). In the event that the Company does not exercise such option within the said time, the non -selling Members (divided among them in accordance with the pro rata interests of those desiring to exercise their options, or as otherwise agreed) for thirty (30) days after the expiration of the sixty (60) day period will have an option to purchase such Membership Interest for the price and upon the terms of the offer (although all of such Interest must be acquired by the Company and/or the Members, or all options will be forfeited) ("Secondary Option"). Closing will occur on any exercised option within sixty (60) days of exercise. If the Membership Interest of a Member so proposed to be sold is not purchased in accordance with this subparagraph, then the Member may sell such Membership Interest to a third person or third persons during the three (3) month period following the expiration of the Secondary Option period referred to herein, but at a price not lower than the price and on terms no more favorable to the buyer than the terms offered to the Company and the Members, and the assignee thereof will thereupon become an Interest Holder but not a Member unless admitted as a Member subject to the consent of all of the remaining Members. After the expiration of the three (3) month period, no portion of the Membership Interest may be sold without first being re -offered to the Company and the Members in accordance with this section. 7A.3. Option to Purchase: Involuntary Withdrawal. Immediately upon the occurrence of an Involuntary Withdrawal by a Member (also, a "Seller"), the Company and the remaining Member(s) ("Buyer(s)") will purchase the Membership Interest of the Seller. Such purchase will occur not later than sixty (60) days after notice to all Members of the Involuntary Withdrawal. Notice of the exercise of the option will be directed to the Seller or to the legal representative of the Seller, as the case may be. In the event that Buyer(s) fail to purchase the Membership Interest of the Seller, (i) the Seller will thereupon become an Interest Holder, but not a Member, and (ii) the successor (if any) of the Seller will thereupon become an Interest Holder but will not become a Member; provided, however, that neither the Seller nor any successor Interest Holder will have the right to receive the fair value of the Interest as of the date of Involuntary Withdrawal pursuant to Section 8933 of the Law. 7A.4 Option to Purchase: Termination of Employment. In the event any Member resigns, has his or her employment terminated by the Company, or otherwise is not employed by the Company, and has not entered into a consulting or other arrangement with the Company whereby he is providing services to the Company, the remaining Member(s), either by themselves or acting through the Company (collectively or individually. the "Buyer") will have an option to purchase all or any portion of the Membership Interest owned by the Member who is no longer employed by, or acting as a consultant to, the Company (the "Non -Employee Member"). The Buyer's option under this Section 7A.4 shall be exercisable for a period commencing six (6) months after the date the Non -Employee Member ceased to be an employee of or consultant to the Company (the "Separation Date") and ending on the second anniversary of the Separation Date. In the event that the Non -Employee member transfers his or her Membership Interest to a Permitted Transferee prior to the exercise of the option under this Section 7A.4, the option then pending under this Section 7A.4 will be canceled and no longer in effect. 7A.5. Purchase Price. The amount of the purchase price under any options granted under Sections 7A.3 and 7A.4 hereof will be determined as follows: (i) As agreed upon by the Seller (or Non -Employee Member, as the case may be) and Buyer, or (ii) In the absence of an agreement within thirty (30) days after the Buyer's notice to Seller or Non -Employee Member, by Certified Mail, Return Receipt Requested, the price will be the price determined by the application of the formula attached hereto as Exhibit VIIA. 7A.6. Closing. Closing on options will take place within sixty (60) days after the date of determination of the purchase price, at such time and place as the parties will agree. At the closing, the Buyer(s) will make payment as provided in Section 7A.7 (or otherwise pay the purchase as specified by the terms of the offer under Section 7A.2), and Seller or Non - Employee Member will execute and deliver to Buyer such assignments, instruments of conveyances and other documents and instruments as the Buyer(s) will reasonably request to effectively convey title to Seller's or Non -Employee Member's Interest. Each party will pay their own attorneys' fees. All transaction costs will be paid at closing one-half (1/2) by the Seller or Non -Employee Member and one-half (1/2) by the Buyer(s). The amount required to discharge any and all liens or encumbrances on the Interest purchased will be paid at closing from the Seller's or Non -Employee Member's proceeds. 7A.7 Terms of Payment. 7A.7.1 The purchase price for a member's Interest purchased and sold in accordance with the provisions of subsections 7A.3 and 7A.4 shall be paid at Closing as follows: not less than twenty percent (20%) of the purchase price shall be paid in cash and the balance of the purchase price shall be paid by the delivery to the selling Member of a five (5) year self amortizing promissory note providing for twenty (20) equal quarterly installments which include principal and interest. 7A.7.2 The principal of any promissory note delivered under this section shall bear interest at the fixed Applicable Federal Rate ("AFR") in effect on the date that the promissory note is issued, determined in accordance with Section 1274(d) of the Internal Revenue Code of 1986, as amended. The maker of any promissory note delivered hereunder shall have the right to prepay the principal amount due on such note at any time without a prepayment penalty. 7A.8. Rules for Options. Each option granted herein is independent of any and all other options granted hereby, and the occurrence of an event triggering one option will not defeat, alter or affect the rights arising under any other option herein. If any Buyer does not purchase its, his, or her full proportion of the Interest offered for sale, the balance of the Interest offered for sale may be purchased by the other Buyer(s) in proportion to their respective Interests. In all events, the purchase price will be computed under the respective provisions of Sections 7A.2 and 7A.5(ii) above (as the case may be), and the terms of payment will be as set forth in the offer under Section 7A.2 or under the terms of Section 7A.7 above, as the case may be. 7A.9 Definitions. The following capitalized terms will have the meanings specified in this Article. Other terms are defined in the text of this Agreement; and, throughout this Agreement, those terms will have the meanings respectively ascribed to them. "Immediate family." Means with respect to any individual, such individual's parents, spouse, issue, adopted children, issue of adopted children, or any of them. "Interest Holder" means any Person who holds an Interest, whether as a Member or as an unadmitted assignee of a Member. "Involuntary Withdrawal" means, with respect to any Member, the occurrence of any of the following events: (i) The Member makes an assignment, in part or in whole, of the Member's Interest for the benefit of creditors; (ii) The Member files a voluntary petition of bankruptcy or consents to the filing of a petition for involuntary bankruptcy; (iii) The Member is adjudged bankrupt or insolvent or there is entered against the Member an order for relief in any bankruptcy or insolvency proceeding; (iv) The Member seeks, consents to, or acquiesces in the appointment of a trustee for, receiver for, or liquidation of the Member or of all or any substantial part of the Member's properties; (v) The Member files an answer or other pleading admitting or failing to contest in a timely fashion the material allegations of a petition filed against the Member in any proceeding described in subsections (i) through (iv); (vi) Any proceeding against the Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, which proceeding continues for one hundred twenty (120) days after the commencement thereof, or the appointment of a trustee, receiver, or liquidator for the Member or all or any substantial part of the Member's properties without the Member's agreement or acquiescence, which appointment is not vacated or stayed for one hundred twenty (120) days or, if the appointment is stayed, for one hundred twenty (120) days after the expiration of the stay during which period the appointment is not vacated; (vii) If the Member is an individual, the Member's death or adjudication by a court of competent jurisdiction as incompetent to manage the Member's person or property, and the Member's Membership Interest is not transferred to a Permitted Transferee within ninety (90) days after the Member's death or adjudication of incompetency; provided, however, that in the event the Company has only a single Member, the death of such single Member will not constitute an Involuntary Withdrawal hereunder, but the personal representative(s) (and ultimately, the beneficiary(ies) of the decedent) will automatically become Member(s); (viii) If the Member is acting as a Member by virtue of being a trustee of a trust, the termination of the trust; (ix) If the Member is a partnership or another limited liability company, the dissolution and commencement of winding up of the partnership or limited liability company; or (x) If the Member is a corporation, the dissolution of the corporation or the revocation of its charter. "Transfer" means, when used as a noun, any voluntary sale, hypothecation, pledge, gift, assignment, attachment, or other transfer, and, when used as a verb, means voluntarily to sell, hypothecate, pledge, give, assign, or otherwise transfer. "Voluntary Withdrawal" means a Member's dissociation with the Company by means other than a Transfer or an Involuntary Withdrawal. Exhibit "VIIA" Valuation Formula Total Equity as shown on the Company's internally prepared balance sheet for the month-end immediately preceding the date upon which the notice of exercise of the option was given) plus Goodwill, calculated by taking the average net profit of the Company for the three most recent calendar years, in each case as shown on the Company's internally prepared year-end financial statements, and then multiplying by the number of years remaining on the Company's contract with the FCC for administration of the TRS Fund provided, however, that in the event that net profit for any of the three most recent calendar years is more than twice the amount of both of the other two individually, it shall be excluded and the net profit of the next most recent year will be substituted for it in calculating the average net profit reduced by Twenty -Five percent as a discount to reflect the lack of marketability of the Membership Interest $ Total Company Value $ Interest Value (Total Value multiplied by the Members Percentage Interest) $ OPERATING AGREEMENT OF Roika Loube Saitzer Associates (A Pennsylvania Limited Liability Company) This Operating Agreement (the "Agreement") of Rolka Loube Saltzer Associates (the "Company"), dated as of April 2, 2007 has been made and entered into by the Persons who were Members of the Company on that date, each of whom intends to be legally bound hereby. This Agreement, as it may be amended from time to time, shall be binding on any person who at the time is a Member, regardless of whether or not the person has executed this Agreement or any amendment hereto. ARTICLE I — DEFINITIONS 1.01 Definitions. In addition to the terms definedin other provisions of this Agreement, including without limitation Section B.1 of Annex B the following terms shall have the meanings set forth below: "Act." The Pennsylvania Limited Liability Company Law of 1994, 15 Pa.C.S. §8901 et. and any successor statute, as amended from time to time. "Capital Account." The individm l account maintained by the Company with respect to each Member as provided in Annex B. "Capital Contribution." The aggregate amount of cash and the agreed value of the property or services (as determined by the Member and the Company) contributed by each Member to the Company as provided in Section 4.01. "President." Any Person serving at the time as a manager of the Company as provided in this Agreement. "Member." Any Person who at the time is a holder of record of one or more Units. "Membership Interest." The interest of a Member in the Company, including, without limitation, interests in Profits and Losses, rights to distributions (liquidating or otherwise), allocations, information, and to consent to or approve actions by the Company, all in accordance with the provisions of this Agreement and the Act. "Percentage Interest." The number of Common Units held at a particular time by a Member, divided by the number of Units then held by all Members. "Person." A natural person, corporation, general or limited partnership, limited liability company, joint venture, trust, unincorporated association or other legal .entity or organization. April 29, 2009 RLSA Operating Agreement 3.02 Membership Units. (a) Authorized Membership interests. The aggregate Membership Interest in the Company shall be comprised of 1,000 Units. Fractions of a Unit may he created and issued. (b) Evidence of Units. The Units shall no: be represented by certificates. 3.03 Record Holders .of Units. The Company shall be entitled to treat the Person in whose name any Unit or Units of the Company stand on the books of the Company as the absolute owner thereof. The Company shall not be bound to recognize any equitable or other claim to, or interest in, such Unit or Units on the part of any other Person, whether or not the. Company has express or other notice of any such claim. 3.04 Transfers and Assignments of Units. (a) Free Transferability. Units and the Membership Interests represented thereby shall not be freely transferable and assignable, in whole or in part. (b) Procedure. Transfers of Units shall be made on the Unit register of the Company. No transfer shall be made inconsistent with the provisions of 13 Pa.C.S. Div. 8 or other applicable provisions of law. (c) Capital Account of Transferee. Upon the transfer of a Unit, the transferee shall succeed to the corresponding portion of the Capital Account of the transferor as provided in Section 13.2(b) of Annex B. 3.05 Lack of Authority. A Member in his, her or its capacity as such shall not have - the authority or power to act for or on behalf of the Company or otherwise hind the Company in any way except that the Members, in consultation with each other, are authorized to prepare and submit responses to requests for professional services, enter into contract negotiations for those services, and execute by signing contracts for professional services on behalf of Company. ARTICLE IV — FINANCIAL AND TAX MATTERS 4.01 Capital Contributions. The Company shall keep a record of 'the Capital Contributions made by the Members. A Member shall not be required to make any Capital Contribution to the Company not specifically agreed to between the Member and the Company or be obligated or required under any circumstances to restore any negative balance in his, her or its Capital Account. 4.02 Return of Contributions. A Member is not entitled to the return of any part of the Member's Capital Contribution, or to be paid interest in respect of the Member's Capital Account or Capital Contribution. An unrepaid Capital Contribution is not a liability of the Company or of any Member. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member's Capital Contributions. - 3 — April 29, 2009 RLSA Operating Agreement 4.03 Advances by Members. If the Company does not have sufficient cash to pay its obligations, a Member shall not be required to make additional Capital Contributions to the Company. However, any Member that may agree to do so with the consent of the Members may advance all or part of the needed funds to or on behalf of the Company. An advance described in this Section 4.03 constitutes a loan from the Member to the Company, bears interest at the Prime Rate from the date of the advance until the date of payment, and is not a Capital Contribution. 4.04 Capital Accounts. A Capital Account shall be established and maintained for each. Member as provided in Annex B. 4.05 Profits and. Losses. Profits and losses shall be allocated to the Members as provided in Annex B. 4.06 Distributions. Except as otherwise provided in Article IX, the President in his/her sole discretion may authorize the Company to make distributions to the Members. All distributions, other than liquidating distributions, shall be made to the Persons shown as holders of record of Units at the time in proportion to their Percentage Interests. The President shall use his/her best efforts, but shall not be required, to make distributions sufficient to permit the Members to pay any taxes due with respect to Profits of the Company allocated to them from time to time. ARTICLE V — MANAGEMENT 5.01 Board; Designation and Powers of the Board. Subject to the provisions of the Act and any limitations in the Certificate and this Agreement as to action required to be authorized or approved by the Members, the business and affairs of the Company shall be managed and all of its powers shall be exercised by or under the direction of the Board. The Board shall be comprised of three natural persons (each, a "Manager") elected by the Members from time to time, which number may be increased or decreased at any time, upon a resolution of the Board or the vote of the Members. Subject to the limitations provided in this Agreement, in addition to the powers and authorities expressly conferred by this Agreement upon the Board, all day-to-day management and operating decisions and determinations relating to the operations of the Company in the ordinary course of business shall be made by the Board or the officers appointed pursuant to Section 5.10. Each Manager shall hold office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. The Manager need not be a resident of the Commonwealth of Pennsylvania. 5.02. Board Voting. Each Manager present at any meeting of the Board (whether in person, telephonically or otherwise) or each Manager signing any written resolution or consent of the Board or authorizing any other action of the Board shall have the right to exercise one vote in the aggregate at any such meeting or in respect of such resolution, consent or action. Unless otherwise stated in this Agreement, decisions of the Board shall be made by a majority of the votes cast. -4— April 29, 2009 RLSA Operating Agreement 5.03 Agency Authority of Managers. With the prior consent of the Board, any Manager may sign contracts on behalf of the Company and endorse checks, drafts and other evidences of indebtedness made payable to the order of the Company. 5.04 Limited Liability. Except as expressly set forth in this Agreement or required by law, no Manager shall be personally liable for any debt, obligation, or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Manager of the Company. The Managers shall exercise their business judgment in managing the business operations and affairs of the Company. Unless fraud, gross negligence, willful misconduct or a wrongful taking by a Manager shall be found by a court of competent jurisdiction, such Manager shall not be liable or obligated to the Members for any mistake of fact or judgment or for the doing of any act or for the failure to do any act by such Manager in conducting the business operations and affairs of the Company. The Managers do not, in any way, guarantee the return of any Member's Capital Contribution or a profit for the Members from the operation of the Company. The Managers are not responsible to any Member for the loss of its investment or a loss in operations except to the extent that such loss is due to fraud, gross negligence, willful misconduct or a willful and wrongful taking by such Manager as found by a court of competent jurisdiction. Except as set forth in this Agreement or in any of the Transaction Documents, the Managers shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture. 5.05 Resignations. Any Manager may resign effective upon giving five days written notice to the Board, unless the notice specifies a later time for the effectiveness of such resignation. A successor to such Manager shall be designated by the Member(s) that designated the resigning Manager. 5.06 Compensation of Managers. The Company shall pay or reimburse the reasonable out- of-pocket expenses incurred by each Manager incurred in connection with attending the meetings of the Board. Managers shall be entitled to such other compensation for their services as Managers as the Board shall approve by unanimous vote. 5.07 Managers May Engage in Other Activities. Subject to the terms of any employment, consulting or other agreement between any Manager and the Company, Managers are not obligated to devote all of their time or business efforts to the affairs of the Company. Subject to the foregoing, the Managers may have other business interests and may engage in other activities in addition to those related to the Company. Neither the Company nor any Member shall have the right, by virtue of this Agreement, to share or participate in such other investments or activities of any Manager or to the income derived therefrom. 5.08 Transactions of Managers with the Company. Subject to the unanimous written consent of the entire Board (excluding any interested Manager), a Manager, directly or through his or her Affiliate, may lend money to and transact other business with the Company. Such Manager shall have the same rights and obligations with respect thereto as a Person who is not a Member or Manager. - 5 — April 29, 2009 RLSA Operating Agreement 5.09 Third Party Reliance. Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of the Board as set forth herein. Any Person dealing with the Company may rely upon a certificate or resolution signed by the Board as to: (a) the identity of any Manager or officer of the Company; (b) the existence or nonexistence of any fact or facts which constitute conditions precedent to acts by any Managers, which is in any manner germane to the affairs of the Company; (c) the persons who are authorized to execute and deliver any instrument or document on behalf of the Company; (d) any act or failure to act by the Company; or (e) any other matter whatsoever involving the Company or any Member. 5.10 Officers. The Board may in its discretion determine that the Company shall have officers. The following provisions of this Section shall apply with respect to officers, subject to the limitations provided in this Agreement: (a) The officers of the Company may, but need not, include a President, Vice President, Secretary and Treasurer and other officers appointed by the Board. Any number of offices may be by the same person. Officers may, but need not, be Managers and/or Members; (b) each officer of the Company shall be chosen by the Board and may be removed by the Board, with or without cause, subject to applicable contractual obligations; (c) any vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled by the Board; (d) the terms and condition of employment and the responsibilities of the officers of the Company shall be fixed from time to time by the Board; (e) except as required by law, no officer shall be personally liable for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being an officer of the Company; and (f) nothing contained in this Section shall affect or be construed as affecting the terms of any contract of employment between the Company and any officer. -6- April 29, 2009 RLSA Operating Agreement ARTICLE VI — MEMBERS 6.01 Voting Rights of Members. Each. Unit shall entitle the holder thereof to one vote on each action. 6.02 Action by Members. Except as otherwise provided in the Act, or this Agreement, whenever any action is to be taken by vote of the Members, it shall be authorized upon receiving the affirmative vote of a majority of the votes cast by all Members entitled to vote thereon. Recording the fact of abstention does not constitute casting a vote. 6.03 Meetings of Members. (a) Quorum. A meeting of the Members shall not be organized for the transaction of business unless a quorum is present. The presence of Members entitled to cast at least a majority of the votes that all Members are entitled to cast on a particular matter to he acted upon at the meeting shall constitute a quorum for the purposes of consideration and action on the matter. The Members present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough Members to leave less than a quorum. (b) Location. All meetings of the Members shall be held at the principal place of business of the Company or at such other place within or without the Commonwealth of Pennsylvania as shall be specified or fixed in the notice thereof (c) Adjournment. The chairman of the meeting or the Members present and entitled to vote shall have the power to adjourn a meeting from time to time, without any notice other than announcement at the meeting of the time and place at which the adjourned meeting will be held. (d) Annual Meeting. An annual meeting of the Members, for the election of the Manager and for the transaction of such other business as may properly come before the meeting, shall be held at such place, within or without the Commonwealth of Pennsylvania, on such date and at such time as the Manager shall fix and set forth in the notice of the meeting, which date shall be within 13 months subsequent to the date of organization of the Company or the last annual meeting of Members, whichever most recently occurred. If an annual meeting is not called and held within six months after the designated time, any Member may call the meeting at any time thereafter. (c) Special Meetings. Special meetings of the Members for any proper purpose or purposes may be called at any time by the Manager or by Members entitled to cast at least 20% of the votes that all Members are entitled to cast at the particular meeting. Only business within the purpose or purposes described in the notice of the meeting may be conducted at a special meeting of the Members. The notice shall specify the location of the meeting. (f) Notices. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 5 nor more than 30 days before the date of the meeting, either -7— April 29, 2009 RLSA Operating Agreement personally, or by mail, by or at the direction of the Managers or Person calling the meeting, to each Member entitled to vote at the meeting. If mailed, a notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at the Member's address as shown on the records of the Company, with postage thereon prepaid. 6.04 Proxies. (a) General Rule. Every Member entitled to vote at a meeting of the Members or to express consent or dissent without a meeting may authorize another Person to act for the Member by proxy. The presence of, or vote or other action at a meeting of Members by, or the expression of consent or dissent by, a proxy of a Member shall constitute the presence of, or vote or action by, or consent or dissent of the Member. (b) Minimum Requirements. Every proxy shall be executed by the Member or by the duly authorized attorney-in-fact of the Member and filed with the Manager. A telegram, telex, cablegram or other electronic transmission by the Member, or a photographic, photo static, facsimile or similar reproduction of a writing executed by the Member shall be treated as properly executed for purposes of this section if it sets forth a confidential and unique identification number or other mark furnished by the Company to the Member for the purposes of a particular meeting or transaction. (c) Revocation. A proxy, unless coupled with an interest, shall be revocable at will, but the revocation of a proxy shall not be effective until notice thereof has been given to the Manager. An unrevoked proxy shall not be valid after ONE years from the date of its execution unless a longer time is expressly provided in the proxy. 6.05 Conduct of Meetings. All meetings of the Members shall be presided over by the chairman of the meeting, who shall be designated by the Manager. The chairman of any meeting of Members shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. 6.06 Action by Written Consent or Telephone Conference. (a) Action by Consent. Any action required or permitted to be taken at a meeting of' Members may be taken without a meeting, without prior notice, and without a vote, upon the consent of Members who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all Members entitled to vote thereon were present and voting. The consents shall be filed with the Manager. (b) Telephone Conferences. Members may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting. - 8 — April 29, 2009 RLSA Operating Agreement ARTICLE VII -- BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS 7.01 Maintenance of Books. (a) Financial Records. The Company shall keep books and records of accounts which shall be maintained on a cash basis, or such other method as is required for Federal income tax purposes, in accordance with the terms of this Agreement, except that the Capital Accounts of the Members shall be maintained in accordance with Annex B. (b) Company Records. In addition to the financial records required to be maintained under subsection (a), the Company shall keep the following records: (1) A list setting forth the full name and last known mailing address of each Member and Manager, in alphabetical order. (2) A copy of the Certificate of Organization and all amendments thereto. (3) Copies of the Company's Federal, state and local income tax returns and financial statements for the three roost recent years or, if those returns and statements were not prepared for any reason, copies of the information and statements provided to the Members to enable them to prepare their federal, state and local state tax returns for the period. (4) Copies of the currently effective written Operating Agreement, and all amendments Thereto, and copies of any operating agreements no longer in effect. (5) Minutes of the proceedings of the Members, Manager and each committee of the Manager. 7.02 Reports. (a) in General. The President shall be responsible for the preparation of financial reports of the Company and for the coordination of the financial matters of the Company with the Company's certified public accountants. The financial statements described in subsections (b) and (c) shall be prepared in accordance with accounting principles generally employed when financial records are kept on the cash basis. The Company shall bear the costs of preparing the reports required by subsections (b) and (c). (b) Annual Reports. On or before the 90a' day following the end of each fiscal year of the Company, the President shall cause each Member to be furnished with a balance sheet, an income statement, and a statement of changes in Members' capital of the Company for, or as of the end of, that year, which have been reviewed or audited by the Company's certified public accountants. (c) Quarterly Reports. On or before the 60th day following the end of each calendar quarter, the President shall cause each Member to be furnished with a balance sheet, an income -9— April 29, 2009 RLSA Operating Agreement statement, and a statement of changes in Members' capital of the Company for, or as of the end of that calendar quarter, which have been prepared internally by the Company. (d) Other Reports. The President also may cause to be prepared or delivered such other reports as they may deem appropriate. 7.03 Financial Accounts. The President shall establish and maintain one or more separate bank and investment accounts in the Company name with financial institutions and firms that the President determines. The President may not commingle the Company's funds with the funds of any Member; however, Company funds may be invested in a manner the same as or similar to the Presidents' investment of their own funds or investments by their affiliates. ARTICLE VIII -- DISSOLUTIO.N, LIQUIDATION, AND TERMINATION 8.01 Dissolution. (a) General Rule. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following: (I) vote of the Members; or (2) entry of an order of judicial dissolution of the Company under Section 8972 of the Act. (b) Exclusion. The death, dissolution, retirement, resignation; expulsion or bankruptcy of a Member or the occurrence of any other event that terminates the continued. membership of a Member shall not cause a dissolution of the Company. 8.02 Liquidation and Termination. (a) Procedure. On dissolution of the Company, the President shall act as liquidator or may appoint one or more representatives or Members as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the President. The steps to be accomplished by the liquidator are as follows: (1) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (2) the liquidator shall first pay, satisfy or discharge from. Company funds all of the debts, liabilities and obligations of the Company to its creditors (including, without limitation, all expenses incurred in liquidation and any advances described in Section - 10— April 29, 2009 RLSA Operating Agreement 4.03) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine), all in accordance with the provisions of the Act as may be applicable; (3) after all of the debts, liabilities and obligations of the Company to its creditors have been paid, satisfied or discharged or adequate provision for payment and discharge thereof has been made as required by paragraph (2), the liquidator shall pay to the holders of any outstanding Units the Amount to which they are entitled under Section B.2 of Annex 13; and (4) after all of the payments required by paragraphs (2) and (3) have been made, any remaining assets of the Company shall be distributed to the holders of Common Units as follows: (i) the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the holders of Units; (ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Account of the holders of Units shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the holders of Units if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) after completion of the steps in subparagraphs (i) and (ii), the remaining assets shall be distributed to the holders of Units in an amount equal to the credit balance in each of their Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods. (b) Distributions. All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities relating to the assets distributed in. kind theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributees pursuant to this section. The distribution of cash and/or property to a Member in accordance with the provisions of this section constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest in all the Company's property. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds. 8.03 Deficit Capital Accounts. Notwithstanding anything to the contrary contained in. this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or -11— April 29, 2009 RI.,SA Operating Agreement distributions of money pursuant to this Agreement to all Members in proportion to their respective Percentage Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member's Capital Account to zero. 8.04 Certificate of Dissolution. On completion of the liquidation of Company assets as provided herein, the Company is terminated, and the President (or such other person or persons as the Act may require or permit) shall file a Certificate of Dissolution with the Department of State of the Commonwealth of Pennsylvania and take such other actions as may be necessary to terminate the existence of the Company. ARTICLE IX — GENERAL PROVISIONS 9.01 Notices. Except as expressly set forth to the contrary in this Agreement, all notices and other communications given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested, or by delivering that writing to the recipient in person, by courier, or by facsimile transmission. A notice or other communication given under this Agreement is effective upon receipt. All notices and other communications to be sent to a Member shall be sent to the Member at the address for the Member shown on the records of the Company. Any notice, request, or consent to the Company or the President must be given to the President at the following address: One South Market Square, 12th Floor, Harrisburg, Pa. 17101. Whenever any notice is required to he given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. 9.02 Entire Agreement. This Agreement constitutes the entire agreement of the Members with respect to the internal affairs of the Company and supersedes all prior contracts or agreements with respect thereto, whether oral or written. 9.03 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the period of the applicable statute of limitations has run. 9.04 Amendment. This Agreement may be amended from time to time by vote of the Members at any annual or special meeting of the Members. 9.05 Binding Effect. This Agreement is binding on and inures to the benefit of the Members and their respective heirs, personal representatives, successors and assigns. - 12— April 29, 2009 RLSA Operating Agreement 9.06 Coveniang Law. This Agreement shall be governed by and interpreted in accordance with the substantive laws of the Commonwealth of Pennsylvania, without reference to the principles governing the conflict of laws applicable in that or any other jurisdiction. 9.07 Severability. If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision te other persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law. 9.08 Arbitration. Except as provided in Section 7.06, all disputes arising under this Agreement shall promptly be submitted to arbitration, in accordance with the rules of the American Arbitration Association. The arbitrator may assess costs, including counsel fees, in such manner as he deems fair and equitable. The award of the arbitrator shall be final and binding upon all parties, and judgment upon the award may be entered in any court of competent jurisdiction. 9.09 Construction. Whenever the context requires, the gender of any word used in this Agreement includes the masculine, feminine or neuter, and the number of any word includes the singular or plural. All references to articles and sections refer to articles and sections of this Agreement, and all references to annexes are to annexes attached hereto, each of which is made a part hereof for all purposes. IN WITNESS WHEREOF, the initial Members of the Company have caused this Operating Agreement to be executed as of the day and year first above written. MEMBERS: David Rolka - 13-. atthew S ltzer April 29, 2009 RLSA Operating Agreement Annex A Name and Address of Each Member Units Owned David W. Rolka 7 Truffle Glen Road Mechanicsburg, PA 17050 Business: (717) 231-6661 Mobile: (717) 805-7610 Business Fax: (717) 231-6667 e-mail: drolkaakr-l-s-a.com e-mail: dwrolkaAaol,com SSN: 200-40-7700 Birthday: 11/23/1948 Robert Loube 10601 Cavalier Drive Silver Spring, MD 20901 Business: (301) 681-0338 Mobile: (240) 393-0259 Business Fax: (301) 681-0339 e-mail: bobloubeearthlink.net e-mail: bobloube(n),r-l-s-a.com SSN: 219-42-4707 Birthday: 11/8/1947 Matthew Saltier 347 Woodbridge Drive Etters, PA 17319 Business: (717) 237-6748 Mobile: (717) 540-8826 Business Fax: (71.7) 231-6667 e-mail: msaltzei*r-l-s-a.com e-mail: SSN: 205-50-3986 Birthday: 10/24/1972 400 400 200 Total Units: 1,000 A-1 April 29, 2009 RLSA Operating Agreement Annex B 141NANCIAL AND TAX MATTERS B.I. Definitions. In addition to the terms defined in other provisions of this Agreement, including without limitation Section 1.01, the following terms shall have the meanings set forth below: "Adjusted Capital Account Deficit" shall mean with respect to any Member, the deficit balance, if any, in the Member's Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments (i) increasing the Capital Account by any amounts that the Member is obligated to restore or is deemed to be obligated to restore pursuant to Treas. Reg. Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(0(5); and (ii) reducing the Capital Account by the items described in Treas. Reg. Sections 1.704-I(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treas. Reg. Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. "Business Day" means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the Commonwealth of Pennsylvania are closed. "Code" means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time. "Company Minimum Gain" has the same meaning as "partnership minimum gain" set forth in Treas. Reg. Sections 1.704-2(b)(2) and 1.704-2(d). "Depreciation" shall mean for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for Federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the Federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; except that if the Federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Manager, and if the Company uses the "remedial allocation method" under Treas. Reg. Section 1.704-3(d) with respect to any asset, Depreciation for that asset shall be computed in accordance with Treas. Reg. Section 1.704-3(d)(2). "Gross Asset Value" with respect to any asset shall mean the asset's adjusted basis for Federal income tax purposes, except as follows: (1) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of the asset, as determined by the contributing Member and the Company. April 29, 2009 RLSA Operating Agreement (2) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Manager, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis contribution of money or other property; (ii) the distribution by the Company to a Member of more than a de rninimis amount of money or other property as consideration for an interest in the Company; (iii) the liquidation of the Company for Federal income tax purposes within the meaning of Treas. Reg. Section 1.704-1(b)(2)(ii)(g); except that the adjustments pursuant to clauses (i) and (ii) above shall be made only if the Manager reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company. (3) The Gross Asset Value of any Company asset distributed to any Member shall he the gross fair market value of such asset on the date of distribution. (4) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of those assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that the adjustments are taken into account in determining Capital Accounts pursuant to Treas. Reg. Section 1.704-1(b)(2Xiv)(rn) and Section B.2, except that Gross Asset Values shall not be adjusted pursuant to this paragraph (4) to the extent the Manager determines that an adjustment pursuant to paragraph (2) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph (4). (5) If the Gross Asset Value of an asset has been determined pursuant to paragraphs (1), (2), or (4), that Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to that asset for purposes of computing Profits and Losses. "Member Nonrecourse Debt" has the same meaning as "partner nonrecourse debt" se forth in Treas. Reg. Sections 1.704-2(b)(4) and 1.704-2(i). "Member Nonrecourse Debt Minimum Gain" shall have the same meaning as "partner nonrecourse debt minimum gain" set forth in Treas. Reg. Section 1.704-2(i) and shall be determined in accordance with the principles of that Section. "Member Nonrecourse Deductions" has the same Meaning as "partner nonrecourse deductions" set forth in Treas. Reg, Sections 1.704-2(i)(1) and 1.704-2(i)(2). April 29, 2009 RLSA Operating Agreement "Nonrecourse Deductions" arc deductions having the meaning set forth in Treas. Reg. Sections 1.704-2(b)(1) and 1.704-2(c). "Profits and Losses" shall mean for each fiscal year or other period, an amount equal to the Company's taxable income or loss for that year or period, determined in accordance with Code Section 703(a) (for these purposes, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: (1) Any income of the Company that is exempt from Federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to the foregoing shall be added to such taxable income or loss. (2) Any expenditures of the Company described in Code Section 705(a)(2)(B) or that are treated as Code Section 705(a)(2)(B) expenditures pursuant to Treas. Reg. Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profits or Losses pursuant to the foregoing shall be subtracted from such taxable income or loss. (3) In the event the Gross Asset Value of any Company asset is adjusted pursuant to paragraph (2), (3) or (4) of the definition of Gross Asset Value, the amount of the adjustment shall be taken into account as gain or loss from the disposition of the asset for purposes of computing Profits or Losses. (4) Gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for Federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of the property differs from its Gross Asset Value. (5) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for the fiscal year or other period, computed in accordance with the definition of Depreciation under this Agreement. (6) Notwithstanding the above, any items that are specially allocated pursuant to Sections B.5, B.6 or B.7 shall not be taken into account in computing Profits and Losses. 8.2. Preparation and Maintenance of Capital Account& (a) The Capital Account for each Member shall: (1) be increased by (i) the amount of money contributed by that Member to the Company, (ii) the fair market value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under 'Section 752 of the Code), and (iii) allocations to that Member of Profits and any other Company income and gain (or items April 29, 2009 RLSA Operating Agreement thereof), including income and gain exempt from tax and income and gain described in Treas. Reg. Section 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treas. Reg. Section L704 -1(b)(4)(1), and (2) be decreased by (i) the amount of money distributed to that Member by the Company, (ii) the fair market value of property distributed to that Member by the Company (net of liabilities secured by the distributed property that the Member is considered to assume or take subject to under Section 752 of the Code), (iii) allocations to that Member of expenditures of the Company described in Section 705(a)(2)(B) of the Code, and (iv) allocations of Losses and any other Company loss and deduction (or items thereof), including loss and deduction described in Treas. Reg. Section 1.704-I(b)(2)(iv)(g), but excluding items described in clause (b)(iii) above and loss of deduction described in Treas. Reg. Section 1.704-(b)(4)(i) or Section 1.704-1(b)(4)(iii). (b) The Members' Capital Accounts also shall be maintained and adjusted as permitted by the provisions of Treas. Reg. Section 1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treas. Reg. Section 1.704-1(b)(2)(iv) and Section 1.704-1(b)(4), including adjustments to reflect the allocations to the Members of depreciation, depletion, amortization, and gain or loss as computed for book purposes rather than the allocation of the corresponding items as computed for tax purposes, as required by Treas. Reg. Section l .704-1(b)(2)(iv)(g). On the transfer of all or part of a Membership Interest, the Capital Account of the transferor that is attributable to the transferred Membership Interest or part thereof shall carry over to the transferee Member in accordance with the provisions ofTreas. Reg. Section 1.704-1(b)(2)(iv)(1). B.3. Profits. After giving effect to the special allocations set forth in Sections 13.5 and 13.6, Profits for any fiscal year shall be allocated to the Members in proportion to their Percentage Interests. B.4. Losses. After giving effect to the special allocations set forth in Sections B.5 and 13.6, Losses for any fiscal year shall be allocated as set forth in paragraph (1) below, subject to the limitation in paragraph (2) below. (1) Losses for any fiscal year shall be allocated to the Members in proportion to their Percentage Interests. (2) The Losses allocated pursuant to paragraph (1) shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any fiscal year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to paragraph (1), the limitation set forth in this paragraph (2) shall be applied on a Member by Member basis so as to allocate the maximum permissible Losses to each Member under Treas. Reg. Section 1.704- 1( b)(2)(ii)(d). .704- I(b)(2)(ii)(d). B.S. Special Allocations. The following special allocations shall be made in the following order: April 29, 2009 RISA Operating Agreement (1) Minimum Gain Chargeback. Notwithstanding any other provision of this Annex B, if there is a net decrease in Company Minimum Gain during any Company taxable year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in accordance with Treas. Reg, Section 1.704-2(0. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. This Section 13.5(1) is intended to comply with the minimum gain chargeback requirement in such Section of the Treasury Regulations and shall be interpreted consistently therewith. (2) Member Minimum Gain Chargeback. Notwithstanding any other provision of this Agreement except Section 13.5(1), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Company fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treas. Reg. Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in accordance with Treas. Reg. Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treas. Reg. Section 1.704-2(i)(4). This Section B.5(2) is intended to comply with the minimum gain chargeback requirement in that Section of the Treasury Regulations and shall be interpreted consistently therewith. (3) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) that would create an Adjusted Capital Account Deficit for such Member, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section B.5(3) shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Agreement have been tentatively made as if this Section 13.5(3) were not in the Agreement. (4) Gross Income Allocation. In the event any Member has an Adjusted Capital Account Deficit at the end of any Company fiscal year, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section B.5(4) shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Agreement have been tentatively made as if Section 13.5(3) and this Section B.5(4) were not in the Agreement. (5) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other period shall be allocated among the Members in proportion to their respective Percentage Interests. April 29, 2009 RLSA Operating Agreement (6) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. Section 1 .704-2(i). B.6. Curative Allocations. The allocations set forth in Section 13.4(2) and in Section B.5 (the "Regulatory Allocations") arc intended to comply with certain requirements of Trans. Reg. Section 1.704-1(b). Notwithstanding any other provisions of this Agreement (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits, Losses, and items of income, gain, loss, and deduction among the Members so that, to the extent possible, the net amount of such allocations of Profits, Losses and other items and the Regulator), Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. Notwithstanding the preceding sentence, Regulatory Allocations relating to (i) Nonrecourse Deductions shall not be taken into account except to the extent that there has been a reduction in Company Minimum Gain, and (ii) Member Nonrecourse Deductions shall not be taken into account except to the extent that there has been a reduction in Member Minimum Gain. B.7. Tax Allocations: Code Section 704(c). (a) In accordance with Code Section 704(e) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for Federal income tax purposes and its initial Gross Asset Value. (b) In the event the Gross Asset Value of any Company asset is adjusted pursuant to paragraph (2) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for Federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(e) and the Treasury Regulations there under. (c) Any elections or other decisions relating to allocations pursuant to this Section B.7 shall be made by the Manager in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section B.7 are solely for purposes of Federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. B.8. Miscellaneous Allocation Provisions. (a) For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses and any such other items shall be determined on a daily, monthly or other basis, as determined by the Manager using any permissible method under Code Section 706 and the Treasury Regulations promulgated thereunder. April 29, 2009 RLSA Operating Agreement (b) Except as otherwise provided in this Agreement, all items of Company income gain, toss, deduction, and any other allocations not otherwise provided for shall be divided among the Members in the same proportions as they share Profits or Losses, as the case may be, for the year. (c) For the purpose of determining each Member's share of excess nonrecourse liabilities pursuant to Treas. Reg. Section 1.752-3(a)(3), and solely for such purpose, each Member's interest in Company Profits is hereby specified to be such Member's Percentage Interest. (d) In the event of the dissolution of the Company, Profits shall first be allocated to Members holding of record Profits Units to the extent necessary to cause their Capital Accounts to be proportionate to their Membership Interests, 11.9. Establishment of Reserves. The Manager shall have the right and obligation to establish reasonable reserves for maintenance, improvements, acquisitions, capita] expenditures and other contingencies, such reserves to be funded with such portion of the operating revenues of the Company for any fiscal year as the Manager may deem necessary or appropriate for that purpose. B.10. Tax Returns. The Manager shall cause to be prepared and filed all necessary Federal and state income tax returns for the Company, including making the elections described in Section 13.11. Each Member shall furnish to the Manager all pertinent information in its possession relating to Company operations that is necessary to enable the Company's income tax returns to be prepared and filed. B.11. Tax Elections. (a) To the extent permitted by applicable tax law,, the Company shall make the following elections on the appropriate tax returns: (1) to adopt the calendar year as the Company's fiscal year; (2) to adopt the cash method of accounting and to keep the Company's books and records on the income-tax method; (3) if a transfer of a Membership Interest as described in Section 743 of the Code occurs, on written request of any transferee Member, or if a distribution of Company property is made on which gain described in Section 734(b)(1)(A) of the Code is recognized or there is an excess of adjusted basis as described in Section 734(b)(l)(B) of the Code, to elect, pursuant to Section 754 of the Code, to adjust the basis of Company properties; (4) to elect to amortize the organizational expenses of the Company and the start-up expenditures of the Company ratably over a period of 60 months as permitted, by Sections 195 and 709(b) of the Code; and April 29, 2009 RLSA Operating Agreement (5) any other electionger may deem appropriate and in the best interests of the Members. (b) Neither the Company nor any Manager or Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law, and no provision of this Agreement shall be construed to sanction or approve such an election. April 29, 2009 RISA Operating Agreement Annex C RIGHTS, DESIGNATIONS, PREFERENCES AND LIMITATIONS OF UNITS The rights, preferences, privileges and restrictions granted to and imposed upon he Units are set forth in this Annex C. C.1. Dividend Provisions. Holders of Units. The holders of Units shall be entitled to receive, when, as and if declared by the Manager, out of any assets of the Con pzuly legally available therefore, such dividends or other distributions as may be declared from time to time by the Manager. C.2. Voting Rights. Units. Each Unit shall entitle the holder thereof to one vote on each action. April 29, 2009 ItLSA Operating Agreement CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE THIS AGREEMENT is entered into by and between ROLKA LOUBE SALTZER ASSOCIATES ("the Company") and MATTHEW SALTZER ("Mr. Seltzer"). WHEREAS, Mr. Saltzer has been employed by the Company for approximately five (5) years; WHEREAS, the Company has decided to terminate its employment relationship with Mr. Seltzer for legitimate business reasons; and WHEREAS, Mr. Saltier and the Company wish to end their employment relationship on mutually agreeable terms, as set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the parties agree as follows: 1. Termination of Employment. The Company and Mr. Seltzer have terminated their employment relationship, effective May 8, 2013 (the 'Termination Date"). 2. Severance Payments. For consideration of the promises set forth in this OK tvi cc; Agreement, the Company agrees to pay Mr. Saltier his current base salary for a period of five (5) weeks, less any applicable withholdings and deductions required by law. Severance Payments shall commence on the first regular Company payday after this Agreement is signed by Mr. Saltier and returned to the Company and the revocation period of seven (7) days set forth in Section 12(f) below has expired, provided the Company independently determines that Mr. Saltier has fully complied with Paragraph 6 below. Thereafter, Severance Payments will be made in the amount and at the time they would have been made had Mr. Saltier remained in the Company's employ. These payments shall not be eligible to be contributed to any qualified savings plan and shall not be benefit - bearing compensation for purposes of any other employee benefit plans. Mr. Saltier acknowledges that the separation benefits described above are in excess of what the Company is legally required to provide to Mr. Saltier absent this Agreement. 3. Other Employee Benefits. (a) Mr. Saltier is due his final paycheck and will be paid through the Termination Date. Mr. Seltzer also will be paid by the Company the balance of his accrued but unused vacation days for 2013. Otherwise, Mr. Saltier acknowledges the receipt from the Company of all compensation earned and accrued through the date hereof. Except as expressly set forth in this Agreement, Mr. Seltzer confirms and acknowledges that he will not be entitled to any employee benefits, vacation pay, bonus payments, additional severance pay, or other payments whatsoever from the Company following the Termination Date, except those expressly set forth herein. Page 1 of 5 tXr (b) Mr. Saltzer did not participate in the Company's medical and dental benefit plans and, as such, is not eligible to elect continuation of health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986. (c) The Company will not contest Mr. Salter's claim for unemployment n compensation benefits following the Termination Date. All benefit eligibility decisions are v made by the state unemployment compensation authorities. Mr. Seltzer acknowledges that the severance payments provided herein may affect the amount of unemployment compensation that he may receive and that the Company may confirm or report the severance payments to the unemployment compensation system. 4. General Release and Waiver of Claims. Mr. Saltzer, for himself and for Mr. Saltzer's attorneys, heirs, executors, administrators, personal representatives, successors, and assigns, for and in consideration of promises made herein, does hereby irrevocably and KNOWINGLY, VOLUNTARILY, and unconditionally waive and release fully and forever any waivable claim, cause of action, loss, expense, or damage, of any and every nature whatsoever against the Company and its past and present parents and subsidiaries, its related or affiliated companies, their predecessors, successors, and assigns past and 0 present, and all owners, officers, directors, agents, insurers, attorneys, managers, employees, or trustees of any or all of the aforesaid entities (hereinafter collectively referred to as "Released Entities"), of whatever nature arising from any occurrence or occurrences, from the beginning of time until the date on which Mr. Salter signed this Agreement, including without limitation any waivable claims arising or in any way resulting from or relating to Mr. Saltzer's employment with the Company or the termination thereof. It is understood that this General Release and Waiver of Claims does not serve to waive any claims that, pursuant to law, cannot be waived or subject to a release of this kind, such as claims for unemployment or workers' compensation benefits. Without limitation of the foregoing, Mr. Saltzer specifically waives any waivable claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the CMI Rights Act of 1991, the Americans with Disabilities Act, the Family and Medical Leave Act, the Pennsylvania Human Relations Act, the Pennsylvania Minimum Wage Act, the Pennsylvania Wage Payment and Collection Law, all as amended, or any other federal, state, or local law, or any waivable claim under any common law theory. Mr. Salter warrants and represents that he has not, prior to signing this Agreement, filed any claim, charge, or complaint with any court or government agency in any way relating to his employment with the Company, nor has he filed any claim, charge, or complaint whatsoever against any of the Released Entities identified above. Mr. Salter further understands that the General Release and Waiver of Claims set forth above will completely bar any recovery or relief obtained on his behalf, whether monetary or otherwise, by any person or entity with respect to any of the claims that he has released against any and all of the Released Entities. Mr. Saltier further understands that nothing in this Agreement affects Mr. Saltzer's right, pursuant to the Older Workers Benefit Protection Act, to seek a judicial determination of the validity of the Agreement's waiver of Mr. Saltzer's claims under the Age Discrimination in Employment Act. 5. Confidentiality. Mr. Salter agrees that he will keep confidential the existence and the terms of this Agreement and the related severance payments, and that Page 2 of 5 Mr. Seltzer will not disclose or communicate to any person or entity the fact or the terms of this Agreement, except for Mr. Saltzer's spouse, attorney, and tax preparer. If Mr. Seltzer D)( does disclose the terms of this Agreement to any such individuals, he must advise them that this Agreement is confidential and he will be responsible for any further disclosure that might be made by any such individual. Any breach of this confidentiality provision will be considered a material breach of this Agreement. 6. Further Covenants by Mr. Seltzer. Ay' (e (a) Mr. Seltzer agrees that he will provide reasonable assistance and q111 information necessary to the transition of his job responsibilities. This duty to cooperate includes but is not limited to assistance and cooperation with the Company and/or other persons engaged by the Company in the investigation, prosecution, and/or defense of any threatened or asserted litigation or investigations initiated by, or involving the Company or any person or entity affiliated with it, and truthfully testifying in connection with any such investigation or proceeding. (b) Mr. Salter agrees that he will promptly deliver to the Company all filit Company property, including but not limited to, credit cards, computer equipment, telephone equipment, memoranda, notes, records, letters, documents, lists, plans, compositions, formulations, computer data, and other tangible items made or compiled by ‘1,4 Mr. Seltzer or in Mr. Saltzer's possession concerning or relating to any business, product, process, operation, personnel, or business associate of the Company. Mr. Seltzer acknowledges and agrees that all such materials are the sole property of the Company, and that he has no right, title, or other interest in or to such materials. (c) Mr. Seltzer agrees and acknowledges that, in the course of his employment with the Company, he acquired access to and became acquainted with certain information about the professional, business, and financial affairs of the Company that is non-public, competitively -sensitive, confidential, and proprietary in nature ("Confidential Information"). Confidential Information includes, but is not limited to, compensation data; personnel information; personnel policies; information related to the financial performance and finances of the Company; marketing plans; and any other information, not generally known, concerning the Company or its operations, products, personnel or business, which was acquired, disclosed or made known to Mr. Salter while employed by the Company which, if used or disclosed, could, with reasonable possibility, adversely affect the Company's business or give a competitor a competitive advantage. Mr. Seltzer agrees to refrain from disclosing to any person or entity any and all Confidential Information. (d) Mr. Seltzer expressly acknowledges and reaffirms his existing and continuing obligations under the Disclosure of Confidential Information Agreements attached hereto as Exhibit A and incorporated herein. Mr. Saltzer further acknowledges and reaffirms his existing and continuing obligations under the following Company policies: Confidentiality, Non -Disclosure, Internet Usage and Information Security. Mr. Seltzer further understands that any post -employment violations of any of these policies, including any disruption, interference, manipulation or attempts to access or control any of the Company's electronic resources or Confidential Information will constitute a breach of this Agreement, obligating the immediate return to the Company of all Severance Payments. Page 3 of 5 (e) Mr. Seltzer agrees not to make disparaging remarks or derogatory statements or allegations about any of the Released Entities, as defined in Section 4 above. f20jks d4./r,9 .5k/ 111 Assvc fel w;l1 in -br►not. ro o d;jr4�-�,�;„� rfr d p r, < 4 4 ' 1 . -a a.*. tsr r 'F3 se- ,-1/ c jl 1 -ib is f R .,..� K.. y a r ” i 4fIc d, .P*''¼t S. 7. No Kepresentations or Admissions. The Company does not admit any wrongdoing or liability of any sort and has made no representation as to any wrongdoing or liability of any sort, and this Agreement is executed as a compromise and to bring an amicable conclusion to the employment relationship. 8. No Prior Assignment. Mr. Seltzer represents and warrants that he has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity any claim or other matter herein released. 9. Entire Agreement. Mr. Seltzer agrees and acknowledges that, other than the terms of this Agreement, no promise or representation has been made to him to induce him to enter into this Agreement. This Agreement constitutes the entire and exclusive agreement between the parties hereto with respect to the terms associated with the termination of Mr. Saltzer's employment and with respect to the rights and obligations of the parties going forward. tiv A 10. Severability. In the event that any provision of this Agreement shall be held 0)‘ - to be void, voidable, or unenforceable, the remaining portions hereof shall remain in full force and effect. 11. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. 12. Acknowledgment. Mr. Seltzer acknowledges the following: a. that he has been advised to consult with an attorney of his choosing concerning the legal significance of this Agreement; b. that this Agreement is written in a manner that he understands; c. that the consideration he is receiving consists of benefits to which he is not otherwise entitled; d. that he has been offered twenty-one (21) days to review and consider all of the terms and provisions of this Agreement, and he has had ample opportunity to review all of the provisions of this Agreement; e. that he is competent to understand the content and effect of this Agreement and he has entered into this Agreement knowingly, by his free will and choice without any compulsion, duress, or undue influence from anyone; and pYr f. that he has been advised that during the seven (7) day period following his execution of this Agreement, he may revoke his acceptance of this Agreement by delivering written notice of revocation to Jennifer E. Will, Page 4 of 5 Esq. at McNees Wallace & Nurick LLC, 100 Pine Street, Harrisburg, PA 17101, and that this Agreement shall not become effective or enforceable until after the revocation period has expired. IN WITNESS WHEREOF, Mr. Saltzer has hereunto set his hand and the Company has caused this Agreement to be executed by its duly authorized agent, all as of the date(s) set forth below. This Agreement will become binding and irrevocable on the eighth day after it is signed by Mr. Seltzer. WITNESS: ROLKA LOUBE SALTZER ASSOCIATES Name: David Rolka, WITNESS: Title: President Date: ...5* --?- 13 Matthew.t-ejtzet; Date: P 13 Page 5 of 5 CERTIFICATE OF SERVICE The undersigned hereby certifies that on this date a true and correct copy of the forgoing document was served via first-class mail upon the following: Michael A. Scherer, Esq. Baric Scherer LLC 19 West South Street Carlisle, PA 17013 Counsel for Plaintiff Dana W. Chilson Counsel for Defendants Dated: November 11, 2014 MATTHEW SALTZER, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA v. DAVID ROLKA and ROBERT LOUBE, Defendants : NO. 2014-6195 IN EQUITY PLAINTIFF'S REPLY TO NEW MATTER t'V tw AND NOW, comes Matthew Saltzer, by and through his attorney, Michael A. Scherer, Esquire, and replies to the New Matter in Defendants' Answer as follows: 97. No reply is necessary. 98. — 105. The averments in paragraphs 98 through 105 set forth legal conclusions to which no responsive pleading is required. To the extent that a response is required, the averment in paragraphs 98 through 105 are denied. 106. Admitted. 107. Admitted in part and denied in part. It is admitted that Saltzer did not have an expectation of lifetime employment. It is denied that, as a founding member of RLSA, that Saltzer did not have an expectation of ongoing employment with RLSA, similar to that of the ongoing employment of Rolka and Loube. 108. Admitted. 109. — 110. Denied. The averments in paragraphs 109 through 110 set forth legal conclusions to which no responsive pleading is required. To the extent that a response is required, the averment in paragraphs 109 through 110 are denied. 111. Admitted. 112. 114. The averments in paragraphs 112 through 114 set forth legal conclusions to which no responsive pleading is required. To the extent that a response is required, the averment in paragraphs 112 through 114 are denied. 115. — 116. Admitted in part and denied in part. It is admitted that the operating agreement provided for decisions to be made by majority vote. It is denied that the operating agreement relaxed the standard set forth in the limited liability company law requiring amendment of an operating agreement by unanimous consent of the members, as more fully set forth in the Complaint. 117. Denied. The averments in paragraph 117 set forth legal conclusions to which no responsive pleading is required. To the extent that a response is required, the averment in paragraph 117 is denied. 118. Denied. Saltzer was not paid for the fair value of his membership interest in RLSA as set forth in the Complaint. 119. Denied. The payment of Saltzer for his financial interest in RLSA in installment payments is illegal for reasons set forth in the Complaint. 120. — 122. The averments in paragraphs 120 through 122 set forth legal conclusions to which no responsive pleading is required. To the extent that a response is required, the averment in paragraphs 120 through 122 are denied. 123. Denied. The $1,500,00.00 life insurance policy value of RLSA provided some indication of the value of RLSA. Respectfully submitted, BARIC SCHERER LLC Michael A. Scherer, Esquire 19 West South Street Carlisle, Pennsylvania 17013 (717) 249-6873 Attorney for Plaintiff c VERIFICATION I verify that the statements made in the foregoing Plaintiffs Reply To New Matter are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. § 4904, relating to unswom falsification to authorities. Date: /0-8/Y Ma ew Saltzer CERTIFICATE OF SERVICE I hereby certify that on December 31, 2014, I, Jennifer S. Lindsay, secretary at Baric Scherer LLC, did serve a copy of Plaintiffs Reply To New Matter, by first class U.S. mail, postage prepaid, to the party listed below, as follows: Dana W. Chilson, Esquire McNees, Wallace & Nurick, LLC 100 Pine Street P.O. Box 1166 Harrisburg, Pennsylvania 17108