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05-19-15
pennsytvania 1505614105 MPM.M'01n&Nr EX(03-14)(F]) REV-1500 OFFICIAL USE ONLY County Code Year File Number Bureau of Individual Taxes PO BOX 280601 INHERITANCE TAX RETURN ( � Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY .......... ,._._..._____.-.._._......._-._-..._...__.__._._--.._......-__..-._i f..._.__.._.___..........................__.........___..._...._..._.__... ._._........_._.........._..........._....._..__....._.......__.......__....._........._...._......_., ........_....._] I---......................-------....._._. Decedent's Last Name SuffixDecedent's First Name MI Mattus ---- . I Paul A (If Applicable)Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Nar.e MI ..... .... ----- ["` ;Mattus l jParrela S i _....._......................_.-.._...- .._....._..._......--......._....-..._._......--- ._._.-..._........__..... _.....I ) j..._.....__......_............................._....__.........-......._........_._...............__......_................_.................._� _.._...... THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW m 1. Original Return p 2.Supplemental Return p 3. Remainder Return(date of death prior to 12-13-82) O 4.Agriculture Exemption(date of C=:) 5. Future Interest Compromise(date of O 6. Federal Estate Tax Return Required death on or after 7-1-2012) death after 12-12-82) O 7.Decedent Died Testate O 8. Decedent Maintained a Living Trust 0 9. Total Number of Safe Deposit Boxes (Attach copy of will.) (Attach copy of trust.) O 10.Litigation Proceeds Received O 11. Non-Probate Transferee Return O 12. Deferral/Election of Spousal Trusts (Schedule F and G Assets Only) CID 13.Business Assets CM 14.Spouse is Sole Beneficiary (No trust involved) CORRESPONDENT- THIS SECTION MUST BE COMPLETED.ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number r`-"---._._...._..___.__.._.._._...__'..."---...._....__......_...._._.._......._--'---`......._......__._...._.__...._._......_._.........................._.._...._—._._..........___...._._..f r_._.................................._.._......_...._...---......_.._........_.................._.._..................._........ � Shaun E. O'Toole ; (717) 695-0389 ...........__....._.._...._...__.......__..........._._.....__........__........_.__ . _.._.....__.._......_..__....__.................._....._._....._.— ......_......,. ......_._.......—_........1 J First Line of Address . 220 Pine Street 1 _........_........._........_......-........._._...........-...._._......................-.... ............_.....__........_...................._........._....._............._......._......_._._.._..............._-......................_............_....1 Second Line of Address City or Post Office State ZIP Code ........................... ...... . ..... ..... ........- Harrisburg1 j PA` ;17101 I Correspondent's email address: SOtoole@otoolelawofflCe.Com REGISTER.91F WILLS USE�ONLY 7,3 ci-t REGISTER OF WILLS USE ONLY L �� DATE FILED MMDDYYYY r. r'1 CD 7 Cj DATE FILA MP 3 T t r co PLEASE USE ORIGINAL FORM ONLY -rt Side 1 ' 111111 IIIII IIIII IIIII 150 IIII�illll IIIII IIIII IIIII IIIII IIII IIII 614105 1505614105 1505614205 REV-1500 EX(FI) Decedent's Social Security Number Decedent's Name: Paul A. Manus RECAPITULATION i 1. Real Estate(Schedule A). .... . .... .. . .... ... .. .. ... ... .. . .. .. .. ..... . 1. 2. Stocks and Bonds(Schedule B) 2. � . . . .. .. .. . ... .. .. ......... .. .. .. ..... . 3. Closely Held Corporation,Partnership or Sole-Proprietorship(Schedule C) .. .. . 3. ` 159,275.78 4. Mortgages and Notes Receivable(Schedule D). . . ..... . .... . . . ... .. .. . . .. 4. ` 5. Cash,Bank Deposits and Miscellaneous Personal Property(Schedule E)... .... 5. 4,000.00 6. Jointly Owned Property(Schedule F) O Separate Billing Requested .. . .... 6. 7. Inter-Vivos Transfers&Miscellaneous Non-Probate Property (Schedule G) O Separate Billing Requested.. . .. .. . 7. total Lines 1 through 7 8. 163,275.78 8. Total Gross Assets ( 9 ).. .. ... . . .... ... . .. ... .. . ... . 9. Funeral Expenses and Administrative Costs(Schedule H).. .. .. . .. ... .. .. .. . 9. 70,120.00 10. Debts of Decedent, Mortgage Liabilities and Liens(Schedule 1). . .... .. ..... .. 10. 318,235.17 11. Total Deductions(total Lines 9 and 10).. .. ...... .. .... ..... . ..... . ..... 11. 388,355 17 12. Net Value of Estate(Line 8 minus Line 11) . . ... .. ... . .. ... .. . . .. .. . .. ... 12. ' -225,079.39_ 13. Charitable and Governmental Bequests/Sec.9113 Trusts for which an election to tax has not been made(Schedule J) . . .. .. . ... .. .. .. . . ... . .. 13. 0.00 14. Net Value Subject to Tax(Line 12 minus Line 13) .. .. ... .. .. . .. ... .. . .. .. 14. 0.00 TAX CALCULATION-SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate,or transfers under Sec.9116 (a)(1.2)X.0_ 15. i 0.00 16. Amount of Line 14 taxable at lineal rate X.0_ 16. 0.00 17. Amount of Line 14 taxable at sibling rate X.12 j 17. 1, 0.00 18. Amount of Line 14 taxable at collateral rate X.15 18. 0.00 19. TAX DUE . . . . . .. .. .. .. . .. . .... . .. .... .... .... . .. .. . . .. . ... . . .. .... 19. 0.00; i............................................................................................................................................................. ............ 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT O Under penalties of perjury, I declare I have examined this return,including accompanying schedules and statements,and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the person responsible for filing the return is based on all information of which preparer has any knowledge. SIGNATURE O RSON RESP NSI R FILI ETURN T ADDRESS ,�,L &�j4 Q[cet r O SIGNATURE OF PREPARER OTHER THAN PERSON RESPONSIBLE FOR FILI E RETUR DATE ADDRESS Side 2 1505614205 1505614205 REV-1500 EX (FI) Page 3 File Number Decedent's Complete Address: DECEDENT'S NAME Paul A. Mattus _ STREET ADDRESS 514 Partridge Court CITY STATE 7-ZIP Mechanicsburg ► PA 17050 Tax Payments and Credits: 1. Tax Due(Page 2,Line 19) (1) 0.00 2. Credits/Payments A.Prior Payments B.Discount (See instructions.) Total Credits(A+B) (2) 0.00 3. Interest (3) 0.00 4. If Line 2 is greater than Line 1 +Line 3,enter the difference. This is the OVERPAYMENT. Fill in oval on Page 2,Line 20 to request a refund. (4) 0.00 5. If Line 1 +Line 3 is greater than Line 2,enter the difference.This is the TAX DUE. (5) 0.00 Make check payable to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes - No a. retain the use or income of the property transferred......................................................................................... ❑ b. retain the right to designate who shall use the property transferred or its income ............................................ ❑ c. retain a reversionary interest .................................................................................................. .......................... ❑ N d. receive the promise for life of either payments,benefits or care?...................................................................... ❑ 0 2. If death occurred after Dec.12,1982,did decedent transfer property within one year of death without receiving adequate consideration?.............................................................................................................. ❑ 0 3. Did decedent own an"in trust for"or payable-upon-death bank account or security at his or her death?.............. ❑ 0 4. Did decedent own an individual retirement account,annuity or other non-probate property,which contains a beneficiary designation? ........................................................................................................................ ❑ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES,YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994,and before Jan. 1,1995,the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent[72 P.S.§9116(a)(1.1)(i)]. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S.§9116(a)(1.1)(ii)].The statute does not exempt a transfer to a surviving spouse from tax,and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1,2000: • The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an adoptive parent or a step-parent of the child is 0 percent[72 P.S.§9116(a)(1.2)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent,except as noted in[72 P.S.§9116(a)(1)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent[72 P.S. §9116(a)(1.3)],A sibling is defined, under Section 9102,as an individual who has at least one parent in common with the decedent,whether by blood or adoption. REV-15o4 EX+(g-v) SCHEDULE C pennsylvania DEPARTMENT OF REVENUE CLOSELY-HELD CORPORATION, INHERITANCE TAX RETURN PARTNERSHIP OR RESIDENT DECEDENT SOLE-PROPRIETORSHIP ESTATE OF FILE NUMBER Paul A. Mattus 21-11-0949 Schedule C-1 or C-2(including all supporting information)must be attached for each closely-held corporation/partnership interest of the decedent, other than a sole-proprietorship.See instructions for the supporting information to be submitted for sole-proprietorships. ITEM NUMBER VALUE AT DATE NUMBER DESCRIPTION OFD EATH Paul A.Mattus Agency&Sons,Inc.-PA Corporation;Decedent owned 100 of 199 outstanding 154,274.48 shares of corporation. Valuation attached. 2 3810 Market Street,LLC-PA limited liability company;Decedent owned 50%of the entity 5,001.30 Valuation attached. TOTAL(Also enter on line 3, Recapitulation) $ 159,275.78 (If more space is needed,insert additional sheets of the same size) Valuation of Paul A. Mattus Agency & Sons,Inc. Decedent and his son, Paul J. Mattus, owned Paul A. Mattus Agency& Sons, Inc. ("Company"). Decedent owned one hundred(100)shares of the outstanding shares of common stock of the Company and his son owned ninety-nine(99) shares. On July 27, 2011, a little more than one month prior to Decedent's date of death (08/30/11),all of the business assets of the Company were sold to Steiner Insurance,LLC ("Steiner")pursuant to an Asset Purchase Agreement("Sales Agreement"). The Sales Agreement is attached to this valuation. The sales price for the Company's assets was$700,000 and the sales price was paid as follows: (1) $50,000.00 cash paid at closing; (2) $30,000.00"credit"to Steiner for operating the business for month of June, 2011; (3) $300,000.00 of the Company's/Decedent's debt that was paid by Steiner at closing; and (4) $320,000.00 Promissory Note, subject to interest at the rate of 4.5%and payable over forty-eight(48)months. A copy of this Promissory Note is attached. Under its terms,the Promissory Note was two separate notes. One of the notes ("Note#1)was for$220,000.00,payable at the rate of 4.5%, over forty-eight(48)months. The second note ("Note#2")was in the initial amount of$100,000.00 under the same terms regarding interest and payment schedule. However,the amount of Note#2 was subject to being reduced depending on the amount of the Company's business that the Steiners were unable to retain during their first year of operating the business. Under paragraph 3.2 of the Sales Agreement,on the one year anniversary of the date of the sale (07/28/12), Steiner,through statistics supplied by AllState, would determine the percentage of the Company's customers that Steiner was able to retain during its first year of operation. For every one (I O/o)percent that Steiner's retention rate fell below ninety-one and one-half(91.5%)percent,the balance due on Note#2 would be reduced by twenty thousand($20,000.00)dollars. Under this formula,Note#2 was reduced to forty thousand($40,000.00)dollars. On February 11,2013,the parties entered into a Note documenting the terms of this revised debt. This February 11,2013 Note is attached. Aside from Note#1 and Note#2,these two notes,the only asset of the Company's was a Susquehanna Bank checking account valued at$19,757.07. The debt of the Company on Decedent's date of death is as follows: Debts of Company: M&T Bank- overdrawn account $ 308.08 M&T Bank- line of credit $ 3,380.83 PA Dept. of Revenue—employee withholding tax $ 7,587.11 John Kostukovick-certified public accountant $12,000.00 Allstate Insurance $ 228.34 PA Labor& Industry-workers comp. $ 1,412.00 Dell Computer-rentals $ 1,625.83 PA Dept. Rev. - corp. tax $45,767.50 PPL—electric $ 441.17 TOTAL DEBT $72,750.86. VALUATION OF COMPANY: Assets: Note#1 $320,000.00 Note#2 $ 40,000.00 Susquehanna Bank checking acct $ 19,757.07 Total Assets $379,757.07 Total Debts (see above) $ 72,750.86 Value of Company on 08/31/11 $307,006.21 Decedent owned 100 of 199 outstanding shares X 100/199 Value of Decedent's share of Company $154,274.48 ASSET PURCHASE AGREEMENT between PAUL A. MATTUS AGENCY & SONS; INC. the "Seller" AND STEINER INSURANCE,LLC the "Buyer" ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement"), is entered into on Ju, 27 2011, by and among PAUL A. MATTUS AGENCY & SONS, INC. by and through its principal, Paul A. Mattus, collectively known as Seller ("Seller") and STEINER INSURANCE, LLC by and through its members, Douglas Steiner and Kristy Steiner collectively known as Buyer("Buyer"). RECITALS: Seller owns and operates a insurance business through which insurance products are sold to or through financial institutions and to other customers, through an Allstate Insurance Agency known as PAUL A. MATTUS AGENCY & SONS, INC. (the "Business"); and Seller desires to sell and Buyer desires to purchase the tangible and intangible assets of the Agency; and Seller and the Agency have a continuing business entity with a relationship with Allstate Insurance Company; and The parties have agreed on basic sales terms and conditions and intent to be bound thereto; and The parties have committed to further reducing their agreement in a more detailed writing; and Except for the Excluded Assets (as such term is defined herein), Seller desires to sell and transfer the Assets (as such term is defined herein) of the Business to Buyer, and Buyer desires to purchase the same from Seller, subject to the terms and conditions set forth in this Agreement. NOW,THEREFORE, in consideration of the premises, the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows: ARTICLE I. PURCHASE AND SALE 1. Purchase and Sale. 1.1. Seller agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase from Seller, all right, title and interest in all assets as set forth on (except the Excluded Assets, as defined below) of Seller that are primarily used in connection with the Business (collectively, the "Assets"), free and clear of all security interests and liabilities other than the Assumed Liabilities (as defined herein and listed on ), which Assets shall be comprised of the following: 1.1.1. The tangible personal property, computers, furniture, and other tangible personal property listed on attached hereto (collectively, the "Equipment and Furnishings") 1.1.2. All documents, files, books, client lists, lists, contracts, records and correspondence, whether written or electronically stored or otherwise recorded in each case, relating to the Business; 1.1.3. To the extent transferable under the terms thereof and permitted by law, all contracts and insurance company and broker agreements, primarily used in connection with the Business as listed on (the "Contracts"); 1.1.4. All rights of Seller in the intangible or intellectual property owned or licensed by Seller and used in the Business, including the licenses, copyrights, tradenames, trademarks, service marks, applications, training and promotional material, and computer all software, (the "Intellectual Property"); 1.1.5. All customer relationships and existing and prospective customer lists relating to or arising from the Business, all commissions earned and recognized after the Closing with respect to the Business, all rights to renew policies for existing or prospective clients of the Business and other rights to receive payments arising from the operations of the Business after Closing; 1.1.6. All rights, to the extent assignable or transferable, to all licenses, certificates, franchises, accreditations, registrations or permits used or useful in connection with, the Business, including without limitation the items set forth on attached hereto. 1.2. Excluded Assets. Seller is not selling and Buyer is not purchasing or assuming obligations with respect to the following (collectively,the "Excluded Assets"): 1.2.1. Seller's-corporate and fiscal records and other records that Seller is required by law to retain in its possession; 1.2.2. All cash, bank accounts and other investments or deposits of Seller(the "Cash and Cash Equivalents"); 3.1.3. $300,000 credit for re-financing and paying off Seller's obligation to Fifth Third Bank; 3.1.4. Buyer shall execute a Note payable to Seller in the amount of THREE HUNDRED TWENTY THOUSAND ($320,000) containing the following terms and conditions the form of which is attached hereto as (the "Promissory Note"): 3.2. Adjustment to Purchase Price and Note Payable to Seller. The Purchase Price and Note payable to Seller as set forth in section 3.1 is subject to modification based on the following: 3.2.1. Effective on the Closing Date, the Agency shall be imputed a retention percentage of the Agency's policies of NINETY ONE and ONE HALF PERCENT (91.5%) hereinafter referred to as the "Base Retention Rate"; 3.2.2. If on the TWELVE (12) month anniversary of the Closing Date, the actual retention percentage of the Agency's policies falls below the Base Retention Rate, Purchase Price and Note Payable to Seller shall be reduced by TWENTY THOUSAND DOLLARS ($20,000.00) for each ONE PERCENT (I /o) difference between the Base Retention Rate and the actual retention percentage of the Agency's policies on the TWELVE (12) month anniversary of the Closing Date. 3.2.2.1.For illustrative purposes only: If, on the TWELVE (12) month anniversary of the Closing Date the actual retention percentage of the Agency's policies is 90.25% there has been a 1.25% difference and the Purchase Price and Note Payable to Seller shall be reduced by $20,000.00. 3.2.3. If there is any adjustment to the Purchase Price and.Note payable to Seller pursuant to this Paragraph, the Note held by Seller shall be re-calculated and re- amortized using the same terms as set forth in the Promissory Note but the principal shall be adjusted based on any modification as set forth in Section 3.2. 3.3. Tax Allocation. 3.3.1. Seller and Buyer recognize the may be an obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the "Asset Acquisition Statement"). Seller and Buyer agree that the consideration for the tangible Assets shall be allocated as set forth on attached hereto. No party shall take a position on any Tax Return, or in any judicial proceeding, that is inconsistent with such allocation. 3.3.2. Transfer Taxes. All transfer Taxes, including any sales and use taxes, arising out of or in connection with the transactions contemplated by this Agreement shall be paid by Seller. Seller shall be responsible for all indebtedness taxes. Each party will use its commercially reasonable efforts to avail itself of any available exemptions from any such Taxes and will cooperate with the other party in providing any information and documentation that may be necessary to obtain such exemptions. 3.3.3. General Taxes. Except as provided herein, Seller shall be liable for, and pay as a Retained Liability, all Taxes applicable to Seller, including, without limitation, all income or franchise Taxes of Seller arising from the sale of the Assets pursuant to this Agreement or the operation of the Business prior to Closing. 3.3.4. Post-Closing Cooperation. To the extent relevant to the Assets, the parties hereto shall (i) provide each other with such assistance as may reasonably be required in connection with the preparation of any Tax Return and the conduct of any audit or examination by any taxing authority or in connection with judicial or administrative proceedings relating to any liability for Taxes, and (ii) provide the other with all records or other information that may be relevant to the preparation of any Tax Return, or the conduct of any audit or examination or other proceeding related to Taxes. 3.3.5. Payroll Tax Matters, Seller shall prepare and furnish to all of their employees to be employed by Buyer Forms W-2 which shall reflect all wages and compensation paid to such employees for that portion of the calendar year in which the Closing occurs during which such employees were employed by Seller or Buyer. Seller agrees to treat Buyer as a successor employer with respect to those former employees of Seller who are employed by Buyer immediately after the Closing for purposes of the taxes imposed by Sections 3121 (social security taxes) and 3306 (unemployment taxes) of the Code. 3.3.6. Tax-Related Definitions. As used in this Agreement, the term "Taxes" shall mean all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax, or additional amounts with respect thereto, and including liabilities under escheat, unclaimed property laws or similar laws, and the term "Tax" means any of the foregoing taxes. The term "Tax Return" shall mean any report, return, declaration, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER 4. Seller's Representations. 4.1. As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated herein, Seller hereby represents and warrants to Buyer, which representations and warranties-shall be true and correct on the date hereof and as of the date of Closing, as follows: 4.1.1. Organization, Qualification and Authority. Seller is duly organized and validly existing in their respective states of organization and are in good standing and qualified to do business in all jurisdictions where Seller conducts business except where such failure to be in good standing would not have an adverse affect on the Business or the Assets. Seller has full power and authority to own, lease and operate its facilities and assets as presently owned, leased and operated and to carry on the Business as it is now being conducted. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller. This Agreement shall constitute the valid binding obligations of Seller, enforceable in accordance with their respective terms. 4.1.2. RESERVED 4.1.3. Board Authorization. The execution, delivery and performance of this Agreement and any and all other agreements contemplated by this Agreement have been duly authorized by the Board of Directors of Seller. The individuals executing this Agreement and all other agreements contemplated by this Agreement on behalf of and in the name of Seller are duty authorized and empowered to so act. 4.1.4. Legality and Enforceability. This Agreement has been duly executed and delivered by Buyer and is the legal,. valid and binding obligation of Seller enforceable against Seller in accordance with its terms. 4.1.5. Litigation. There is no pending or, to Seller's knowledge, threatened action relating to the transaction contemplated hereby or generally to the Business or the Assets. Seller is not a party to any pending action, nor is Seller in receipt of any inquiry, notice, citation, investigation or complaint from any governmental entity or third party that would materially and adversely affect Seller's ability to perform its obligations under this Agreement or affect the Business or Assets. 4.1.6. Consents and Approvals. Except as set forth on , no consents, approvals, authorizations or orders of third parties, including governmental authorities, are necessary for the authorization, execution and performance by Seller of this Agreement and the transactions contemplated hereby, provided however, that Seller make any representation or warranty with respect to any licenses, certification, approvals or orders as may be necessary for Buyer's continued operation of the Business following Closing. 4.1.7. Contracts and Commitments. To Seller's knowledge, the Contracts are valid and in full force and effect; each is a legal, valid and binding Contract; there has been no threatened cancellation thereof or outstanding disputes thereunder; all will continue to be binding in accordance with their terms after consummation of the transactions contemplated herein (except to the extent that a consent to assignment is required for such Contract and such consent is not obtained); there is no default (or an event which, with the giving of notice or lapse of time or both would be a default) by Seller; and there is no pending or threatened, bankruptcy, insolvency or similar proceeding with respect to any other party to the Contracts. There are no contracts, leases, commitments, agreements, or other instruments to which Seller is a party which could reasonably be anticipated to have a material adverse effect on the value of the Business or the Assets. 4.1.8. Taxes. The Seller has timely filed all Tax Returns required to be filed. The Seller has paid all Taxes due and payable. The Seller any predecessors in interest have withheld or collected from each payment made to each of their employees in connection with the Business the amount of all Taxes required to be withheld or collected therefrom, and the Seller and any predecessors in interest have paid the same to the proper tax depositories or collecting authorities. There are no liens on any of the Assets with respect to Taxes. There is no action, suit, investigation, audit, claim or assessment pending or proposed or threatened with respect to Taxes of the Business or the Assets, and, to the best of Seller's knowledge, no basis exists therefor. None of the Assets are properly treated as owned by persons other than Seller for federal income tax purposes. 4.1.9. All payroll, including salaries, benefits and all FICA, FUTA and other taxes related to payroll (the "Payroll"), due to the Employees in accordance with their payroll program through the Closing have been paid by Seller. The Payroll of Seller, if any, relating to the Employees is set forth on . There has been no increase or promise to increase the Payroll relating to the Employees since June 1, 2003 other than as set forth on Schedule 4,9. Schedule 4.9 sets forth an accurate list of the accrued vacation days, leave and holidays of each of the Employees as of June 1, 2003. 4.1.10. Customers; Accounts. lists all of the present customers of the Business and their related accounts which is merged by reference into . 4.1.11. Ownership of Properties. The Seller either owns the Assets listed on or leases them pursuant to a Contract. Except as set forth on ,the Seller has good title to all of the Assets owned by it, including furniture and equipment, fixed assets, and all contract rights and intangible assets, and good and valid lease rights in all of the Assets leased by it, in each case free and clear of mortgages, security interests, liens, defects, charges, encumbrances, restrictions and rights of third parties. All equipment and other tangible personal property constituting a portion of the Assets are being transferred on an "AS IS" "WHERE IS" basis, with no representation or warranties other than those expressly set forth herein. 4.1.12.. Intellectual Property. Seller owns or has the right to use the Intellectual Property, as further described on , and following the Closing, the Buyer will own or be able to use the Intellectual Property on the identical terms and conditions as the Seller owned or used such items prior to the Closing, subject to the receipt of any third party consents necessary for the valid transfer of such Intellectual Property. 4.1.13. Licensure; Compliance with Laws, Regulations and Court Orders. Schedule 4.13 sets forth all of the licenses, certificates, franchises, accreditations,. registrations, or permits relating to the Business. To Seller's knowledge, there is not any outstanding or threatened order, writ, injunction or decree of any court, governmental agency or arbitration tribunal against or affecting the Business or the Assets. Seiler is in compliance with all applicable federal, state and local laws, license terms, regulations and administrative orders except where such non- compliance is not reasonably anticipated to have an adverse effect on the Business or the Assets, and have received no notices of alleged violations thereof except as disclosed in hereof. To the best of Seller's knowledge, no governmental authorities are currently conducting proceedings against Seller, or any employee of Seller with respect to the Business, and no such investigation or proceeding is pending or being threatened. 4.1.14. Insurance. Seller has in effect and has continuously maintained insurance coverage on an "occurrence" basis for its operations, personnel and Assets. 4.1.15. Broker's or Finder's Fee. Seller will be responsible and pay for or is liable for the payment of any fee to, any finder, broker, consultant or similar person engaged in connection with the transactions contemplated by this Agreement. 4.1.16. Disclosure. No representation made herein by Seller, contains any untrue statement of a material fact or omits to state a material fact necessary to make these statements not misleading. ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER 5, Buyer's Representations 5.1. As an inducement to Seller to enter into this Agreement and to consummate the transactions contemplated herein, Buyer hereby represents and warrants to Seller, which representations and warranties shall be true and correct on the date hereof and on the date of Closing, as follows: 5.1.1. Organization, Qualification and Authority. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Buyer has the full limited liability company power and limited liability company authority to execute this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated thereby. The execution, delivery and consummation of this:Agreement and all other agreements and documents executed in connection herewith by Buyer has been duly authorized by all necessary limited liability company action on the part of Buyer. This Agreement shall constitute the valid binding obligations of Buyer, enforceable in accordance with their respective terms. 5.1.2. Absence of Default. The execution, delivery and consummation of this Agreement by Buyer will not constitute a violation of, or be in conflict with, any obligation or liability of Buyer. 5.1.3. Board and Member Authorization. The execution, delivery and performance of this Agreement and any and all other agreements contemplated by this Agreement have been duly authorized by the Board of Governors of Buyer, and, if required by Tennessee law or Buyer's Articles or Limited Liability Company Agreement, by Buyer's members. The individuals executing this Agreement and all other agreements contemplated by this Agreement on behalf of and in the name of Buyer are duly authorized and empowered to so act. 5.1.4. Non-contravention; Consents. The execution, delivery and performance of this Agreement does not and will not , after the giving of notice, the lapse of time or, otherwise conflict with, result in a breach of, or constitute a default under Buyer's Articles or Limited Liability Company Agreement, or, violate any material law or regulation applicable to Buyer. 5.1.5. Legality and Enforceability. This Agreement has been duly executed and delivered by Buyer and is the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. 5.1.6. Litigation. There is no pending or, to Buyer's knowledge, threatened action relating to the transaction contemplated hereby or generally to the Business. Buyer is not a party to any pending action, nor is Buyer in receipt of any inquiry, notice, citation, investigation or complaint from any governmental entity or third party that would materially and adversely affect Buyer's ability to perform its obligations under this Agreement. 5.1.7. No Restrictions. Buyer is not a party to, subject to or bound by any agreement or order of any governmental entity which could prevent the consummation of the transactions contemplated herein. 5.1.8. No Broker. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried on directly by Buyer with Seller without the intervention of any broker or other person engaged by Buyer so as to afford a basis for any claim for brokerage or other commissions or fees relative to this Agreement or the transactions contemplated hereby. ARTICLE VI. COVENANTS OF PARTIES 6. Ownership of Intellectual Property. 6.1. The parties will take all actions necessary (including, but not limited to,the execution of all necessary documents and agreements) in order for Buyer to create, perfect or renew rights, if any, in any Intellectual Property. ARTICLE VII. CLOSING 7. Closing. 7.1. The Closing shall occur on or by July 31, 2011 at The Law Offices of Peter J. Russo, P.C. or at such other time or place as the parties may mutually agree (the "Closing"). The effective date of this Agreement shall be the date of Closing. ARTICLE VIII. SELLER'S CONDITIONS TO CLOSE 8. Seller's Closing Conditions. 8.1. The obligations of Seller under this Agreement are subject to the satisfaction on or prior to Closing, of the following conditions (which may be waived in writing by -Seller in whole or in part): 8.1.1. Representations and Warranties True at Closing; Compliance with Agreement. The representations and warranties of Buyer contained in this Agreement (including the Exhibits and attachments hereto) or in any certificate or document delivered to Seller pursuant hereto, shall be deemed to have been made again at the Closing and shall then be true in all respects; and Buyer shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at Closing. 8.1.2. No Action/Proceeding. No action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened to restrain or prohibit the transaction hereunder contemplated. 8.1.3. 1 Payment of the Purchase Price. Buyer shall pay to Seller, in immediately available funds, the cash portion of the Purchase Price. Buyer shall also deliver the Promissory Note. ARTICLE IX BUYER'S CONDITIONS TO CLOSE 9. Buyer's Closing Conditions. 9.1. The obligations of Buyer under this Agreement are subject to the satisfaction, on or prior to Closing, of the following conditions (which may be waived in writing by Buyer in whole or in part): 9.1.1. Representations and Warranties True at Closing; Compliance with Agreement. The representations and warranties of Seller contained in this Agreement (including the Exhibits and attachments hereto) or in any certificate or document delivered to Buyer in connection herewith, shall be deemed to have been made again at the Closing and shall then be true in all respects; and Seller shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by them prior to or at Closing. 9.1.2. Due Diligence. On or before Closing, Buyer shall have completed to its satisfaction all due diligence with respect to the Business and reviews of Seller's assets. 9.1.3. Documentation. The negotiation, execution and delivery of this Agreement and all ancillary documents related thereto as reasonably acceptable to the parties and their respective counsel shall have occurred. 9.1.4. Lender Consent, Buyer's ability to obtain financing from Republic Bank Of Chicago Loan in the amount of SIX HUNDRED THOUSAND ($600,000) based on terms and conditions which are acceptable to Buyer, in its sole discretion. 9.1.5. Governmental Approvals. Buyer's ability to obtain all local, state and federal approvals necessary to act as an insurance agent within the Commonwealth of Pennsylvania. 9.1.6. Board Approval. Buyer's Board of Directors shall have approved this Agreement and executed all necessary corporate resolutions and other documents authorizing Buyer's execution of this Agreement and Buyer's subsequent performance of its obligations hereunder. 9.1.7. No Action/Proceeding. No action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened to restrain or prohibit the transaction hereunder contemplated. ARTICLE X. OBLIGATIONS OF SELLER AT CLOSING 10. Seller's Deliverables at Closing. 10.1. At Closing, Seller shall deliver or cause to be delivered to Buyer the following in form and substance reasonably satisfactory to Buyer: 10.1.1. Documents Relating to Assets. Seller shall execute, acknowledge, deliver and cause to be executed, acknowledged and delivered to Buyer: 10.1.1.1. A Bill of Sale, attached hereto as , conveying to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all liens and security interests. 10.1.2. Possession. Seller shall deliver to Buyer full possession and control of the Assets. 10.1.3. Corporate Good Standing and Corporate Resolutions. Seller shall deliver to Buyer a certificate of good standing from the Secretary of State of its state of organization, certified copies of the Bylaws and the Articles and Shareholder's Agreement of Seller (all dated the most recent practical date prior to Closing), certified copies of the resolutions of Seller authorizing the execution, delivery and consummation of this Agreement and the other agreements contemplated thereby. 10.1.4. Additionally Requested Documents; Post Closing Assistance. At the reasonable request of Buyer at Closing and at any time or from time to time thereafter, Seller shall cooperate with Buyer to put Buyer in actual possession and operating control of the Assets and Business, execute and deliver such further instruments of sale, conveyance, transfer and assignment, as Buyer may reasonably request in order to effectively convey, transfer and assign the Assets to Buyer. ARTICLE XI. OBLIGATIONS OF BUYER AT CLOSING 11. Buyer's Deliverables at Closing. 11.1. At Closing, Buyer shall deliver or cause to be delivered to Seller the following in a form and substance reasonably satisfactory to Seller: 11.1.1. Purchase Price. Buyer shall (i) wire in immediately available funds to satisfy the Seller's obligation to Fifth Third Bank and (ii) execute and deliver the original Promissory Note to Seller in the amount of$320,000, as described in Section 3 and 11.1.2. Corporate Good Standing and Board Resolutions. Buyer shall deliver to Seller a certificate of good standing from the Secretary of Commonwealth of Pennsylvania, dated the most recent practical date prior to Closing, together with a certified copy of the resolutions of the Board of Directors of Buyer approving this Agreement and the consummation of the transactions hereunder contemplated. ARTICLE XII. SURVIVAL OF REPRESENTATIONS AND WARRANTIES PROVISIONS AND INDEMNIFICATION 12. Survival. 12.1. The representations, warranties and covenants of Seller and Buyer in this Agreement or any certificate or document shall survive the Closing for eighteen (18) months and any claim for indemnification hereunder must be made in writing in accordance with Section 12.4 below prior to the end of such period. 12.2. Indemnification by Seller. Seller shall promptly indemnify, defend, and hold harmless Buyer, the directors, officers, shareholders, employees and agents of Buyer, and the Assets against any and all losses, costs, and expenses (including reasonable attorney's fees and expenses actually incurred) and other damages resulting from (i) any breach by Seller of any of the covenants, obligations, representations or warranties contained in this Agreement (ii) the Retained Liabilities or any other liability not expressly assumed by Buyer pursuant to and (iii) any claim (whether or not disclosed herein) that is brought or asserted by any third party(ies) against Buyer arising out of the ownership, licensing, or operation of the Assets through the date of Closing. 12.3. Notwithstanding the foregoing, with respect to indemnification obligations in clause (i) in this Section, Seller's indemnification obligations shall be limited, in the aggregate, to the Purchase Price. 12.4. Indemnification by Buyer. Buyer shall promptly indemnify, defend, and hold harmless Seller and its respective directors, officers, shareholders, employees and agents against any and all losses, costs, and expenses (including reasonable attorney's fees and expenses actually incurred) and other damages resulting from (i) any breach by Buyer of any covenants, obligations, representations or warranties or breach or untruth of any representation, warranty, fact or conclusion contained in this Agreement or any certificate or document of Buyer delivered pursuant to this Agreement, (ii) any claim which is brought or asserted by any third party(ies) against Seller for failure to pay or perform any of the Assumed Liabilities, and (iii) any claim that is brought or asserted by .any third party(ies) against Seller arising out of the ownership, licensing, or operation of the Assets or the conduct of any of Buyer's officers, employees, agents or independent contractors, relating to all periods of time subsequent to the date of Closing. 12.5. Indemnification Procedure. Should any claim be made by a person not a party to this Agreement with respect to any matter to which either of the foregoing indemnities relates, the indemnified party (the "Indemnitee") shall promptly notify the indemnifying party (the "Indemnitor") thereof. The Indemnitee, on not less than thirty (30) days' written notice to the Indemnitor containing the terms of the proposed settlement, may make settlement of such claim and such settlement shall be binding on both parties hereto for the purposes of this Section; provided, however, that if within such thirty (30) day period the Indemnitor shall admit its liability for indemnity and shall have requested the Indemnitee to contest any such claim at the expense of the Indemnitor, the Indemnitee shall promptly comply, and the Indemnitor shall have the right to direct the defense of such claim or any litigation based thereon at its own expense through counsel of f its own choosing. The Indemnitee shall also have the right to participate in the settlement of any such claim or in any such litigation so long as its participation is at its own expense and with the understanding that the Indemnitor may settle in its own discretion (subject to the final sentence of this paragraph). Any payment or settlement made by the Indemnitor in such contest, together with the total expense thereof, shall be binding on the Indemnitor, and if accompanied by a full and unconditional release of all liability,the Indemnitee, for the purposes only of this Section. Notwithstanding anything herein to the contrary, an Indemnitor shall not, without the prior written consent of the indemnified party, settle any claim in any manner, which adversely affects the Indemnitee. ARTICLE XIII. NON-COMPETE/NON-SOLICITATION 13. Non-Compete/Non-Solicitation. 13.1. Seller acknowledges and agrees that the nature of the Business includes confidential, proprietary, and trade secret information to which the Seller has, and may continue to have, access to derives value from the fact that it is not generally known and used by others in the highly competitive, industry in which the Business competes. The Seller further acknowledges and agrees that, even in complete good faith, it would be impossible for Seller to work in a similar capacity for a competitor of the Business without drawing upon and utilizing information gained during Seller's tenure as an All State Agent, Therefore Seller agrees for a period of three (3) years after Closing, Seller will not, directly or indirectly: 13.1-1. Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than I % of the outstanding stock of a company) that directly or indirectly competes with Business within fifteen (15) miles of the Business. 13.1.2. Either alone or in association with others ('r) solicit, or facilitate any organization with which the Seller is associated in soliciting, any employee of the Business; (ii) solicit for employment, hire or engage as an independent contractor, or facilitate any organization with which the Seller is associated in soliciting for employment, hire or engagement as an independent contractor, any person who was employed by Business at any time during the term of this Section; or (iii) solicit business from or perform services for any customer, referral source, supplier, licensee or business relation of the Business or induce or attempt to induce, any such entity to cease doing business with the Business; or in any way interfere with the relationship between any such entity and the Business. 13.2. Miscellaneous. 13.2.1. Extension. If the Seller violates the provisions of this Section, the Seller shall continue to be bound by the restrictions set forth in this Section until a period of three (3)years has expired without any violation of such provisions. 13.2.2. Interpretation. If any restriction set forth in this Section is found by any court of competent jurisdiction to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to render the modified restriction valid, legal and enforceable. The parties intend that the non-competition and non-solicitation provisions contained in this Agreement shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each and every political subdivision of the United States of America where this provision is intended to be effective. 13.2.3. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 13.2.4. Waiver of Rights. No delay or omission by Entrust in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by Buyer on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. 13.2.5. Equitable Remedies. The restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Business are considered by the Seller to be reasonable for such purpose. The Seller agrees that any breach of this Agreement is likely to cause Buyer and the Business substantial and irrevocable damage and therefore, in the event of any such breach, the Seller agrees that Buyer, in addition to such other remedies which may be available, shall be entitled to specific performance and other injunctive relief. ARTICLE XIV. MISCELLANEOUS 14. Other Expenses. 14.1. Except as otherwise provided in this, Agreement, each party hereto shall pay all of their own expenses in connection with the negotiation, execution, and implementation of the transactions contemplated by this Agreement. 14.2. Notices. All notices, requests, demands,.waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) if delivered personally or sent by facsimile, on the date received, (b) if delivered by overnight courier, on the day after mailing, and (c) if mailed, five days after mailing with postage prepaid. Any such notice shall be sent as follows: To the Seller: PAUL A. MATTUS AGENCY & SONS, INC. To the Buyer: STEINER INSURANCE, LLC 3810 Market Street First Floor Camp Hill, PA 17011 Copy to: Peter J. Russo, Esquire Law Offices of Peter J. Russo, P.C. 5006 East Trindle Road, Suite 100 Mechanicsburg, PA 17050 14-3. Controlling Law.This Agreement shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania without reference to its choice of law provisions. 14.4. Headings. Any table of contents and paragraph headings in this Agreement are for convenience of reference only and shall not be considered or referred to in resolving questions of interpretation. 14.5. Benefit. This Agreement shall be binding upon and shall inure to the exclusive benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. This Agreement is not intended to, nor shall it, create any rights in any other party. 14.6. Partial Invalidity. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. Further, there shall be automatically substituted for such invalid or unenforceable provision a provision as similar as possible which is valid and enforceable. 14.7. Waiver. Neither the failure nor any delay on the part of any party hereto in exercising any rights, power or remedy hereunder shall operate as a waiver thereof, or of any other right, power or remedy; nor shall any single or partial exercise of any right, power or remedy preclude any further or other exercise thereof, or the exercise of any other right, power or remedy. No waiver of any of the provisions of this Agreement shall be valid unless it is in writing and signed by the party against which it is sought to be enforced. 14.8. Counterparts. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 14.9. Interpretation. All pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or entity, or the context, may require. Further, it is acknowledged by the parties that this Agreement has undergone several drafts with the negotiated suggestions of both; and, therefore, no presumptions shall arise favoring either party by virtue of the authorship of any of its provisions or the changes made through revisions. 14.10. Entire Agreement. This Agreement, including the Exhibits and attachments hereto, which are incorporated herein by reference, constitutes the entire agreement between the parties hereto with regard to the matters contained herein and it is understood and agreed that all previous undertakings, negotiations, letters of intent and agreements between the parties are merged herein. This Agreement may not be modified orally, but only by an agreement in writing signed by Buyer and Seller. 14.11. Legal Fees and Costs. In the event any party incurs legal expenses to enforce or interpret any provision of this Agreement, the prevailing party will be entitled to recover such legal expenses, including, without limitation, attorney's fees, costs and disbursements, in addition to any other relief to which such party shall be entitled. 14.12. Knowledge. For purposes of this Agreement, "Seller's knowledge" or words of similar meaning shall mean the actual knowledge of Seller's executive officers without any obligation of inquiry or investigation. 14.13. Knowledge. For purposes of this Agreement, "Buyer's knowledge" or words of similar meaning shall mean the actual knowledge of Buyer's executive officers without any obligation of inquiry or investigation. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date first above written. SELLER PAUL A. MATTUS NCY & SONS,INC. By: On behalf of the Seller, PAUL A. MATTUS AGENCY & SONS, INC., I have been duly authorized to execute this Agreement and my execution of this Agreement shall constitute the valid binding obligations of Seller, enforceable in accordance with their respective terms. Title: 7fleS1 44 Name:- Paul A. Mattus BUYER STEINER INSURANCE, LLC By: On behallf'o-f ku,"'Buyer, STEINER INSURANCE, LLC, I have been duly authorized to execute this Agreement and my execution of this Agreement shall constitute the valid binding obligations of Buyer, enforceable in accordance with their respective terms. Title: Kamm iqeo4er JOINED BY: DObOAS'SYPENER, INDIVIDUALLY KiUSTiV/STEINER, INDIVIDUALLY ALLONGE TO PROMISSORY NOTE Re: Promissory Note in the original principal amount of$320,000, dated July 28, 2011, executed by Steiner Insurance, LLC and payable to the order of Paul Mattus Agency, Inc. and Paul A. Mattus Agency& Sons, Inc. Pay to the order of Integrity Bank. WITNESS: PAUL MATTUS AG.!;�Y, INC., a Pen nsylvaniaIC-6f6orati6n By (SEAL) Paul A. Mattus, President WITNESS: PAUL A. MATTU§-AGE-IY&SONS, INC., a Pen nsyIvarjja--d'6rpn By (SEAL) Paul A. Mattus, President Date: July 28, 2011 I A248775 1:1 NOTE THIS AGREEMENT, made this //1V day of -��'�k� , 2013,by and between Steiner Insurance, LLC ("Payer") and Paul A. Mattus Agency& Sons, Inc. ("Payee"); WHEREAS, Payee and Payer entered into an Asset Purchase Agreement on July 27, 2011,pursuant to which Payee sold to Payer the tangible and intangible assets that constituted Payee's insurance business located at 3810 Market Street, Camp Hill, Pennsylvania; WHEREAS, at the time of said sale, Paul A. Mattus and his son, Paul J. Mattus, owned all of the.outstanding common stock of Payee; --WHEREAS, as part of the consideration for the purchase of Payee's business, Payer executed a Promissory Note ("Note") dated September 1, 2011, in the face amount of Three Hundred Twenty Thousand($320,000.00) Dollars, payable at the rate of 4.5 percent (4.5%) simple interest, in forty-eight(48)monthly installments; WHEREAS, Paul A. Mattus passed away on August 30, 2011, and Letters of Administration for his estate were duly issued by the Cumberland County Register of Wills to Joseph U. Metz and Pamela S. Mattus, as co-administrators; WHEREAS,pursuant to an Amendment to Note("Amendment") executed by the parties on May 30, 2012, Payee accepted a payment of Two Hundred Two Thousand($202,000.00) Dollars from Payer in full satisfaction of the amount due at that time under the Note; WHEREAS, in the Amendment,the parties acknowledged that after Payer paid Payee the amount owed under the Amendment(which the parties hereby acknowledge Payer has paid in full), the only consideration still owed to Payee by Payer under the Asset Purchase Agreement was an amount to be determined pufsuant to a formula set forth in paragraph 3.2 of the Asset Purchase Agreement; WHEREAS,the parties agree that,under the formula set forth in paragraph 3.2 of the Asset Purchase Agreement, the amount of consideration still owed to Payee by Payer under the Asset Purchase Agreement is Forty Thousand($40,000.00) Dollars, which, pursuant to the Asset Purchase Agreement, is to be paid by Payer to Payee pursuant to the same terms of the Note; WHEREAS,the parties agree that Payer will pay Payee Forty Thousand ($40,000.00) Dollars as set forth herein;. 1 NOW THEREFORE, in consideration of the mutual promises, covenants, representations and warranties contained in this Agreement,the parties, each intending to be legally bound, hereby agree as follows: 1. Paver Promises to Pay. As final consideration for the assets of Payee's insurance business, Payer agrees to pay Payee the sum of Forty Thousand ($40,000.00) Dollars (referred to herein as "Principal"), plus interest. 2. Interest. Interest will be charged on the unpaid Principal until the full amount of Principal has been paid at the yearly rate of 4.5%, simple interest. 3. Payments. Payer will pay Principal and interest by making monthly payments in the amount of Nine Hundred Twelve and 14/100 ($912.14)Dollars on the first-day of each month beginning March 1, 2013, and will continue to make payments every month for forty- eight(48) consecutive months until and including the payment on February 1, 2017, as set forth on the amortization schedule attached as Exhibit"A." Payer will make the payments by mailing a check made payable to Paul A. Mattus Agency& Sons, care of its legal counsel, the Law Office of Shaun E. O'Toole, at 220 Pine Street, Harrisburg, Pennsylvania 17101. 4. Rights of Parties. (A) Payee may transfer this Note. The Payee or anyone who takes this Note by transfer and who is entitled to receive payments under this Note is referred to herein as the"Note Holder." (B) Payer has the right to make payment of principal at any time before they are due. A payment of principal only is known as a"prepayment." When making a prepayment, Payer shall inform the Note Holder, in writing, that the payment is a prepayment. Payer may make a full prepayment or partial prepayments without paying any prepayment charge or penalty. The Note Holder will apply all of the prepayments to reduce the amount of Principal owing under the Note at that time. If Payer makes a partial prepayment,there will be no changes in the due date or in the amount of subsequent monthly payments due unless the Note Holder agrees in writing to those changes. 5. Payer's Failure to Pay as Required. A late charge of Fifty($50.00) Dollars will be assessed against Payer for any monthly payment not received by Payee by the end of fifteen (15) calendar days after the date it is due. If Payer does not pay the full amount of each monthly 2 payment on the date due or fails to pay a properly assessed late charge, the Payer will be in default. If the Payer is in default, the Note Holder may send Payer a written notice telling Payer that if payment of the overdue amount is not paid by a certain date, the Note Holder may require the Payer to pay immediately the full amount of principal which has not been paid and all interest that is owed on that amount. That due date of such a payment in fall must be at least thirty(30) days after the date on which the notice is delivered or mailed to Payer. If at any time the Payer is in default and the Note Holder does not require Payer to pay immediately in full as just described, the Note Holder will still have the right to do so if Payer is in default at a later time. If the Note Holder requires Payer to pay immediately in full as described herein, the Note Holder will have the right to be reimbursed by Payer for its costs and expenses, including legal fees, in enforcing this Note to the extent not prohibited by applicable law. 6. Giving of Notices. Unless applicable law requires a different method, any notice that must be given to Payer under this Note will be given by delivering it or by mailing it by first class mail to Payer at 3820 Market Street, Camp Hill, Pennsylvania 17011 or at a different address if Payer gives the Note Holder a written notice of a different address. Unless applicable law requires a different method, any notice that must be given to Payee under this Note will be given by delivering it or by mailing it by first class mail to Payer's legal counsel, Shaun E. O'Toole, at 220 Pine Street, Harrisburg, Pennsylvania 17101 or ata different address if Payee gives Payer a written notice of a different address. 7. Authority of Undersigned. Each of the undersigned hereby acknowledges that he or she is an officer of the corporate entity for which he or she is signing on behalf of, and that he or she is duly authorized by said entity to enter into this Agreement and contractually bind said entity. 8. Agreement Binding on Successors. The parties agree that this Agreement shall be binding upon and inure to the benefit of the parties' respective heirs, successors and assigns. 9. Applicable Law. This Agreement shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania. 10. Entire A%!reement, This Agreement represents the entire Agreement between the parties hereto and may be amended only by a written agreement between the parties. 3 IN WITNESS WHEREOF,the parties have hereunto set their hands and seals the day and year above stated. ATTEST: By: (Seal) SteiDWr Insurance, LLC By' (Seal) TrPao. M Ltds- Agency& Sons., 4 Valuation of 3810 Market Street, LLC Decedent owned a 50% interest in 3810 Market Street, LLC, a Pennsylvania limited liability company ("Company"), with his wife,Pamela Mattus, owning the balance of the Company. The Company was formed January 1, 2004. The only asset of the Company was an building located at 3810 Market Street, Camp Hill, Pennsylvania which the Company leased to Decedent's insurance business. The Building was valued at$250,000.00 at Decedent's date of death. This valuation is based on the sale price resulting from an arm's length transaction which resulted in a sale of the Building which closed on March 30, 2012, seven months after Decedent's date of death. The settlement sheet for this sale is attached. At the time of Decedent's death, the Building was subject to two (2)mortgages with Integrity Bank, one in the amount of$207,472.00, and the other in the amount of$19,228.27. The Company is valued by subtracting the two mortgages and other debts of the Company on Decedent's date of death as follows: Assets• Fair Market Value of Building $250,000.00 Debts and Expenses: Integrity Bank—mortgage#1500036150 $207,472.00 Integrity Bank—mortgage #1500200985 $ 19,228.27 2010 County/Twp./School Tax $ 4,210.77 2011 County/Twp./School Tax $ 4,200.97 PA Dept. of Revenue—PA Corp. Tax $ 1,895.42 Hampden Twp. —outstanding municipal fees 2,989.98 TOTAL DEBTS &EXPENSES $239,997.41 VALUE OF COMPANY $ 10,002.59 Decedent owned 50%of Company X .5 $ 5,001.30 OMB Approval No.2502-0265 A. Settlement Statement HUD-1 Type of Loan 1.❑FHA 2.❑RHS 3.©Conv.Unins. 6.File Number: 7.Loan Number: 8.Mortgage Insurance Case Number: 12-0196 4.❑VA 5,❑Conv.Ins. C.Note:This form is furnished to give you a statement of actual settlement costs.Amounts paid to and by the settlement agents are shown Items marked "(p.o.c)"were paid outside the closing:they are shown here for informational purposes and are not included in the totals. D.Name&Address of Borrower: E.Name&Address of Seller: F.Name&Address of Lender: CJSPT Limited Partnership 3810 Markel Street,LLC Taylor Enterprises,LP 3906 Market Street,Camp Hill,PA 17011 3906 Market Street,Camp Hill,PA 17011 G.Property Location: H.Settlement Agent: I.Settlement Date:03/30/2012 3810 Market Street Accord Really Transfers,Inc. Disbursement Date:03/30/2012 Camp Hill,PA 17011 3906 Market Street,Camp Hill,PA 17011 Telephone:717-761-6200 Fax:717-761-1201 Place of Settlement: iTilleExpress 3906 Market Street,Camp Hill,PA 17011 �J.Summay of Borrowers Transaction K.Summary of Sellees Transaction 100. Gross Amount Due from Borrower 400. Gross Amount Due to Seller 101. Contract sales price 250,000.00 401. Contract sales price 250,000.00 102. Personal property 402. Personal property 103. Settlement charges to borrower(line 1400) 5,418.92 403. 104. 404, 105. 405. Adjustments for Items paid by seller In advance Adjustments for Items paid by seller In advance 106. City/lown taxes 03/30/2012 to 12/31/2012 76.36 406. City/lown taxes 03/30/2012 to 12/3112012 76.36 107. County taxes 03/30/2012 to 12131/2012 485.78 407. County taxes 03/30/2012 to 12131/2012 485.78 108. School Real Estate T: 03/3012012 to 0613012012 818.94 408. School Real Estate T; 03/3012012 to 06/30/2012 818.94 109. 409. 110. 410. 111. 411. 112. 412. 120• Gross Amount Due from Borrower 256,800.00 420. Gross Amount Due to Seller 251,381.08 200. Amounts Paid by or In Behalf of Borrower 500. Reductions In Amount Due to Seller 201. Deposit or earnest money 501. Excess deposit(see instructions) 202. Principal amount of new loan(s) 256,800.00 502. Settlement charges to seller(line 1400) 20,882.47 203. Existing loo s taken subject to 503. Existing loos taken subject to 204. 504. Payoff of first mortgage loan to Integrity Bank 204,709.68 205. 505. Payoff of second mortgage loan to Integrity Bank 17,366.26 206. 506. 207. 507. 208. 508. 209. 509. Ad ustments for Items unpaid b seller Adjustments for Items unpaid b seller 210. CityAown taxes to 510. Cityllown taxes to 211. County taxes to 511. County lazes to 212. School Real Estate T; to 512. School Real Estate T; to 213. 513. 214. 514. 215. 515. 216. 516. 217. 517. 218. 518. 219. 519. 220• Total Paid by/for Borrower 256,800.00 520. Total ReducOon Amount Due Seller 242,958.41 300. Cash at Settlement fromho Borrower 600. Cash at Settlement toRrom Setter 301. Gross amount due from borrower(line 120) 256,800.00 601, Gross amount due to seller(line 420) 251,381.08 302. Less amounts paid by/for borrower(line 220) 256,800.00 602. Less reductions in amount due seller(line 520) 242,958.41 303. Cash ] From ❑ To Borrower 0.00 603, Cash ❑X To ❑ From Seller 8,422.67 INe loh�,mbss Ndepryee cvrrnnhrefE OMO coMralwmLer�No conMeNle9ryHeewie6lMa 6,doehiehmerMetery.TNsb EeYpnM to pwMe rt,e Wtlee toe RESV1 co"xW her,eaNen.hh lMormefhm Eu,hq the •• eetlle,nenl pocese. Previous editions are obsolete Page 1 of 4 HUD-1 L.Settlement Charges 700. Total Real Estate Broker Fees Paid From Paid From Division of commission line 700 as follows: Borrower's Seller's 701. $0.00 to Funds at Funds at 702• $0.00 to Settlement Settlement 703. Commission paid at settlement 800. Items Payable In Connection with Loan 801. Our origination charge (Includes Origination Point %or$0.00) $ (from GFE#1) 802. Your credit or charge(points)for the specific interest rate chosen $ (from GFE#2) 803. Your adjusted origination charges (from GFE A) 804. A praisal fee to (from GFE#3) 805. Credit report to (from GFE#3) 806. Tax service to from GFE#3 807. Flood certification to from GFE#3 808. to 900. Item$Re wired b Lender to be Paid In Advance 901. Daily interest charges from from 03/3012012 to 0410112012 @$0.00/day (from GFE#10) 902. Mortgage insurance premium for months to (from GFE#3) 903. Homeowners insurance for months to (from GFE#11) 904. months to from GFE#11 1000.Reserves De osked with Lender 1001.Initial deposit for your escrow account (from GFE 99) 1002.Homeowners insurance months $ 0.001month $ to Taylor Enterprises,LP 1003.Mortgage insurance months @$ 0.00/month $ to Taylor Enterprises,LP 1004.Property taxes months @$ 8.44/month $ to Taylor Enterprises,LP 1005.County taxes months @$ 53.68/month $ to Taylor Enterprises,LP 1006.School Real Estate Taxes months @$ 271.501month $ to Taylor Enterprises,LP 1007.Aggregate Adjustment $ to 1100.Title Charges 1101.Title services and lenders title insurance to Accord Realty Transfers,In from GFE#4 1,830.92 1102.Settlement or closing fee to $ 1103.Owners title insurance-First American Title Insurance Company from GFE#5 1104.Lenders title insurance-First American Title Insurance Company $1,679.37 1105.Lenders title policy limit$256,800.00 Lenders Policy 1106.Owners title policy limit$250,000.00 Owners Policy 1107.Agent's portion of the total title insurance premium $1,343.50 1108.Underwriters portion of the total title insurance premium $335.87 1109. to $ 1200.Govemment Recording and Transfer Charges 1201.Government recording charges $ (from GFE#7) 128.00 1202•Deed$62.00 Mortgage$66.00 Release$ to Cumberland County Recorder 1203.Transfer taxes $ (from GFE#8) 2,500.00 1204.City/County tax/stamps Deed$2,500.00 Mortgage$ to Cumberland County Recorder 1205.State Tax/stamps Deed$2,500.00 Mortgage$ to Cumberland County Recorder 2,500.00 1206. Deed$ Mortgage$ to 1207. $ to 1300.Additional Settlement Charges 1301.Required services that you can shop for (from GFE#6) 1302.2010 ColTwp/School Taxes to Cumberland County Tax Claim Bu$ 4,210.77 1303.2011 Co/Twp/School Taxes to Cumberland County Tax Claim Bureau 4,200.97 1304.Tax Certification to Accord Realty Transfers,Inc. $ 40.00 1305. PA Corp.Tax Payoff to Pa.Dept.of Revenue $ 1,903.13 1306.Outstanding Municipal Fees to Hampden Township Municipal Off$ 2,989.98 1307.1st Quarter Sewer/Trash to Hampden Township Municipal Office 637.36 1308.2012 Co/rwp Taxes to Michael P.Langan,Tax Collector 745.26 1309.PA Corp.Tax Escrow to Accord Realty Transfers,Inc. 3,655.00 1310.Attorney's Fees to Law Offices of Robert M.Walker,LLC 960.00 r r r rM 5,418.921 20,882.47 'Paid outside of closing by(B)orrower,(S)eller,(L)ender,(I)nvestor,Bro(I)er."Credit by lender shown on page 1.-Credit by seller shown on page 1. Previous editions are obsolete Page 2 of 4 HUD-1 Comparison of Good FaWEstimate GF nand HUW;Cha' ea Good Faith-Mmate HUD-1 Charges That Cannot Increase 111.161•Line Number. Our origination charge # 801' 0.00 0.00 Your credit or charge(points).for the specific Interest rate chosen' # 802 0.00 0.00 Your adjusted origination charges # 803 0.00 0.00 Transfer taxes # 1203 0.00 2,500.00 Charges That In Total Cannot Increase More Tha'ri 1016' Good Faith Estimate HUD-1 Government recording charges p 1201 0.00 128.00 Title services and lender's title insurance # 1101 0.00 1,830.92 Owner's title insurance # 1103 0.00 0.00 2010 Corrwp/School Taxes # 1302 0.00 0.00 # 1303 0.00 0.00 Tax Certification # 1304 0.00 0.00 # 1305 0.00 0.00 Outstanding Municipal Fees # 1306 0.00 0.00 Outstanding Municipal Fees #:.1307. 0.00 0.00 0.00 1,958.92 $ 1,958.92 or 999.9999% Charges That Can Chane Good Faith Estimate HUM Initial deposit for your escrow account #'1D01- 0.00 0.00 Dally interest charges from #901 $ IdTy 0.00 0.00 Homeowner's insurance # 903 0.00 0.00 # Loan Terms Your initial loan amount is $ Your loan tern is years Your initial interest rate is % Your initial monthly amount owed for principal,interest,and any mortgage $ includes insurance is ❑Principal ❑Interest ❑Mortgage Insurance Can your interest rale rise? X❑No. ❑Yes,it can rise to a maximum of %. The first change will be on I I and can change again every years after I 1 Every change dale,your interest rate can increase or decrease by %. Over the life of the loan,your interest rate is guaranteed to never be lower than %or higher than %. Even if you make payments on time,can your loan balance rise?' X❑No. ❑Yes,it can rise to a maximum of$ Even if you make payments on time,can.your monthly amount owed for X❑No. ❑Yes,the first increase can be on I I and the monthly principal,interest,and mortgage insurance rise? amount owed can rise to$ The maximum it can ever rise to is$ Does your loan have a prepayment penalty? ❑X No. ❑Yes,your maximum prepayment penalty is$ Does your loan have a balloon payment? ❑X No. ❑Yes,you have a balloon payment of$ due in years on / I . Total monthly amount owed Including escrow account payments ❑X You do not have a monthly escrow payment for items,such as property taxes and homeowners insurance. You must pay these items directly yourself. ❑You have an additional monthly escrow payment of$ that results in a total initial monthly amount owed of$ This includes principat interest, any mortgage insurance and any items checked below. ❑Property taxes ❑Homeowner's insurance ❑Flood insurance ❑ ❑ ❑ Note: If you have any questions about the Settlement Charges and Loan Terms listed on this form,please contact your lender. Previous editions are obsolete Page 3 of 4 HUD-1 Signaturepage HUD CERTIFICATION OF BUYER AND SELLER I have carefully reviewed the HUDA Settlement Statement and to the best of my knowledge and belief,it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction.I further certify that I have received a copy of the HUD-1 Settlement Statement. CJSPT Limite a ri ip -�u _3810 Market Street,LLC Settlement Agent The HUD-1 Settlement Statement which I have prepared Is a true and accurate account of this transaction.I have caused or will cause the funds to be disbursed in accordance with this statement. z SETTLEMENT AGENT DATE WARNING:IT IS A CRIME TO KNOWINGLY MAKE FALSE STATEMENTS TO THE UNITED STATES ON THIS OR ANY SIMILAR FORM.PENALTIES UPON CONVICTION CAN INCLUDE A FINE AND IMPRISONMENT.FOR DETAILS SEE TITLE 18:U.S.CODE SECTION 1001 AND SECTION 1010. Previous editions are,obsolete Page 4 of 4 HUD-1 REV-i5o8 EX+(o8-12) pennsylvania SCHEDULE E DEPARTMENT OF REVENUE CASH, BANK DEPOSITS & MISC. INHERITANCE TAX RETURN PERSONAL PROPERTY RESIDENT DECEDENT ESTATE OF: FILE NUMBER: Paul A. Mattus 21-11-0949 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly owned with right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 2002 Ford Truck 4,000.00 TOTAL(Also enter on Line 5, Recapitulation) $ 4,000.00 If more space is needed,use additional sheets of paper of the same size. REV-1511 EXE (02-15} ; a. -fix pennsylvania SCHEDULE H DEPARTMENT OF REVENUE FUNERAL EXPENSES AND INHERITANCE TAX RETURN ADMINISTRATIVE COSTS RESIDENT DECEDENT ESTATE OF FILE NUMBER Paul A. Mattus 21-11-0949 Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: 1. White-Luttrell Funeral Home, Inc.-311 N. Swarthmore Ave., Ridley Park, PA 19078 11,814.57 2. Heritage Ballroom-post-funeral reception 2,607.50 3. Cullis Memorials-headstone 730.00 4. St. Peter&Paul Cemetery 225.00 5. Catholic Cemeteries Office 525.00 6. Ridley Park Florist 531.92 B. ADMINISTRATIVE COSTS: 1. Personal Representative Commissions: 14,000.00 Name(s)of Personal Representative(s) Pamela S. Mattus Street Address 514 Partridge_Court City Mechanicsburg state PA ZIP 17050 Year(s)Commission Paid: 2013 2. Attorney Fees: 35,000.00 3. Family Exemption: (If decedent's address is not the same as claimant's,attach explanation.) 3,500.00 Claimant Pamela S. Mattus street Address 514 Partridge Court city Mechanicsburg _ _ state PA Zi. 17050 Relationship of Claimant to Decedent Wife 4. Probate Fees: 118.50 5. Accountant Fees: 6. Tax Return Preparer Fees: 7• The Sentinel-advertise issuance of letters of administration(legal notice) 329.40 8. Cumberland Law Journal-advertise issuance of letters of administration(legal notice) 75.00 9. Cumberland County Register of Wills-additional short certificates 12.00 10. J.J. Law Office-cost associated with investigation of merits of wrongful discharge case against AIIState 651.11 TOTAL(Also enter on Line 9, Recapitulation) $ 70,120.00 If more space is needed,use additional sheets of paper of the same si- REV-1512 EX+ (02-15) pennsylvania SCHEDULE I DEPARTMENT OF REVENUE DEBTS OF DECEDENT, INHERITANCE TAX RETURN MORTGAGE LIABILITIES & LIENS RESIDENT DECEDENT ESTATE OF FILE NUMBER Paul A. Mattus 21-11-0949 Report debts incurred by the decedent prior to death that remained unpaid at the date of death,including unreimbursed medical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. Free Flow PA,Inc.-plumber 319.50 2. James Smith Dietterick&Connelly-legal fees(custody matter) 104.14 3. First Premier Bank 521.15 4. Cumberland County,PA-per capita tax 180.00 5. Mercy Flight Central,Inc.-life flight 14,894.34 6. Guthrie Clinic-medical 12,429.56 7. M&T Bank-line of credit 3,072.53 8. Blue Ridge Country Club 41,541.00 9. Santander Consumer 23,054.33 10. Crumay Panes Associates,Inc.-medical 296.00 11. Robert Packer Hospital-medical 11,787.75 12. Corning Hospital-medical 9,186.45 13. Rural Metro Corporation-Coming,N.Y.-ambulance 1,012.00 14. Jefferson University Physicians-medical 667.00 15. Lawrenceville Firemans Ambulance Assoc.-ambulance 1,071.00 16. Rockey Mountain Holdings,LLC-life flight 47,417.59 17. Federal Income Tax Liens-2001-2006;2009(1/2 total for H&M 138,226.92 18. State Income Tax Lien-2003;2005-2007;2009(12 total for H&W) 12,453.91 TOTAL(Also enter on Line 10, Recapitulation) $ 318,235.17 If more space is needed,insert additional sheets of the same size. Law Office of SHAUN E. O'TOOLE 220 Pine Street Harrisburg,Pennsylvania 17101 (717) 695-0389 Fax(717)213-0272 otoolelawoffice.com May 14, 2015 Cumberland County Register of Wills , Cumberland County Courthouse CD rn :ems. 1 Courthouse Square ;n A. Carlisle, Pennsylvania 17013 c7 � co c Re: Estate of Paul A. Mattus E 41 A No. 21-1.1-0949 Dear Sir/Madam: X- ' Enclosed for filing in the above-referenced matter are an original Pennsylvania Inheritance Tax Return and an original Inventory. Also enclosed are a copy of the front page of :K,. , the Inheritance Tax.Return and a copy of the Inventories. Please time stamp these copies and return them to me in the enclosed envelope. Also enclosed is a check in the amount of$250.00 to cover the $15.00 filing fee for each document as well as $220.00 "underpayment" from the probate fee. Very truly yours, Shaun E. G'Toole Enclosure U.S. PIOSTAGE � - ■�� HARRISBURG 17110 MAAMOUNT15 uNrre� f rosrat sEr+vrcE l 1 �1 � glia 4�`±.rr 1005 17013 GBOW31-14 Eoffle`0°TaOLE SH X- pine Street 11 101 Kan�Sb g'pennsytvan�a ister of W ills `To Berland County Reg Cum CCourthouse Cumbountyerland care 1 Courthouse Sclis 11013 Carlisle,PennsYlvan Qa y • tLs � a� E s Q �NITOpsR�ICE® posTn!MG�C1NC' � psi yo a ILL 3142T6 x425,3/'r