rou SEP 30 2 ec LARA APPLICATION FOR NEW CEMETERY, CRI APPROVAL OF CEMETERY CHANGE OF CONTROL AUTHORITY: 1958 PA 251, MCL 338.3434a, AND 42 USC 654 PENALTY: FAILURE TO PROVIDE THIS INFORMATION MAY RESULT IN DENIAL OF THE APPLICATION ANDIOR DISCIPLINARY ACTION. Name Trinity Cemetery, Inc. dares 5210 Mt. Elliott, Detroit, Ml 48211 Name of CometeryiGrematory Trinity Cemetery Physical Location ay Sate zip Code 5210 Mt. Elliott Detroit MI 48211 FFeiephone Number Email Address (313) 921-0286 trinitycemetery5210@gmail.com [Ave the directors, officers, pariners, members or affilated persone In any way Connected wih, or do they have an interest in, the operation of a funeral home? 1 Yes - Please explain: No Has anyone listed on this application ever been convicted ofa felony not previously reported tothe Department for this ieanse fype or ‘occupation? Dyes By No FEE PAYMENT INFORMATION (Check Ona) ‘Lense Number: TI Now Cemetery 81,500.00 (2201-01) ‘Approved By Date Approved: CI New cemetery 10ActesrLess $0.00 Fee Exempt nan prt fora prior o #088) New cromatory $1,500.00 (2201-01) Cometery Change of Contr $1,500.00 (2201-33) camara take your check or money order in U.S, Currency payable te STATE OF MICHIGAN FEES ARE AUTHORIZED UNDER 1968 PA 251 CARA ean anual opporturiy employeriprogram. Auxilary aid, services and other rossonable aesommodallons are avalable upon request onviduals with ‘dsabiieseSCLILEM.ot0 (10/19) Page 2 of2 ‘Additonal Requied Documents For Cemetery In addtion to this application and fee, please submit the fllowing documents: = Purchase Agreement Physical Plans - Endowment and Perpetual Care Trust Fund Agreement = Prepaid Escrow Agreement and Prepaid Funeral & Cemetery sales registration or application, ifapplicable Proof of Health Department Approval Resume of Operator Entity Documents (must be formed under the Cemetery Corporations Actor Rural Cemetery Corporation Act) Provide a lst of each person who has an interest inthe cemetery, include all Directors, Offcars, Partners, Members, and Alited Porsons ofthe cemetery, For Crematory, In adaition to this application and fee, please submit the folowing documents: Entity Documents “= Permitto Install (OEQ 1-800-662-0278 Clean Ar Assistance Program) = Proof of Health Depariment Approval = Resume of Operator Change of Cont! In addition to this application and feo, plzase submit the following documents: Purchase Agreament = Physical Plans = Merchandise Trust Fund Agreement Endowment and Perpetual Care Trust Fund Agreement = Prepaid Escrow Agreement and Prepaid Funeral & Crematory Sales Registration, f applicable Resume of Operator ~Enfty Documents = Provide name of current owner and current registration number = Provide a sworn statement from the seller attesting to the assets and lables related to the cametery, including ll trust accounts and the value of those accounts, = Provide a eworn statement from purchaser and salar stating who will assume the assets and labitie rotated tothe cemetery. Provide a sworn siatoment that the principal from the endowment and perpatual care trust accounts will ba held in escrow for 6 months from the later of the commissioner's approval, the close of the sala, or transfer of tite Cortiieation | cetiy thatthe statements in this dacument are true and complete. | understand that any omitted statement, misrepresentation, or fraud may be cause fr denial of spy ppplcat action, or may be punishable by aw. September 3, 2021 Signature DateEXHIBIT 1 TRINITY CEMETERY INC. APPLICATION FOR CHANGE OF CONTROLSTOCK SALE AND PURCHASE AGREEMENT ‘This Stock Sale and Purchase Agreement (this “ Agreement”) is made by and between David W. Fulkerson, Trustee of the David W. Fulkerson Trust Agreement (the “Seller” and ‘Trinity Associates, LLC (the “Buyer”). The Seller and Buyer are also referred to herein individually as a “Party” and collectively as the “Parties”. WITNESSETH: WHEREAS, the Seller ovms all shares of common stock (the “Shares”) of Trinity Cemetery, Ine. (the “Company”), and desires to sell the Shares to the Buyer; WHEREAS, the Seller has agreed to sell and the Buyer has agreed to buy the Shares, and the Parties desire to set forth the terms and conditions governing the purchase and sale of the Shares; and WHEREAS, the Seller as the owner of the common stock of Trinity Cemetery, Ine. is, selling all essets and equipment of the corporation, including the Perpetual Care Fund and the equipment listed on Exhibit A. NOW, THEREFORE, for and in consideration of the premises, the mutual agreements and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows 4. Agrooment to Sell and Purchase the Shares. In consideration of, and in express reliance upon, the representations and warranties of the Seller and the Buyer in this Agreement, the Seller hereby agrees to transfer and convey the Shares to the Buyer, and the Buyer hereby agrees to pay the aggregate purchase price of Three Hundred Thousand ($300,000.00) Dollars for the Shares as follows: Page 1 of 8(@ A down payment of Fifteen Thousand ($15,000.00) Dollars to be made at closing, () Within 45 days of closing, an additional Fifteen Thousand ($15,000.00) Dollars shall be paid to Seller. (© The balance of Two Hundred Seventy ‘Thousand ($270,000.00) Dollars shall be paid in equal monthly payments of Three Thousand Bight Hundred Ninety Dollars ($3,890.00), which includes interest, over a six (6) year period from the date of closing. The first payment is due thirty (30) days following closing and every month thereafter until the outstanding amount is paid in full. If payments are made through the 69" month, then the payment for the 70 month shall be $1,590.00 and with such payment this Note is satisfied in all, (@ “The Buyer shall make and deliver to Seller the Installment Promissory Note attached hereto as Exhibit B in the amount of ‘Two Hundred Seventy ‘Thousand Dollars ($270,000.00) with interest, payable in seventy-two (72) equal monthly installments of Three ‘Thousand Bight Hundred Ninety Dollars ($3,890.00). ‘The first payment is due thirty (30) days following closing and every month thereafter until the outstanding amount is paid in full. If payments are made, through the 69" month, then the payment for the 70" month shall be $1,590.00 and with such payment this Note is satisfied in full, (©) These payments may be prepaid at any time without penalty, () UNTIL PAYMENT IS MADE IN FULL, NO EQUIPMENT OR PROPERTIES LOCATED AT TRINITY CEMETERY SHALL BE SOLD OR DISPOSED OF WITHOUT THE WRITTEN CONSENT OF THE SELLER. Page2 of 8@ When payment is made in full, the Escrow Agent shall give Buyer the stock certificate(s) signed in blank. ‘The sale of the stock, shall include all assets of the company, including those assets listed. on Exhibit A attached herefo and made a part hereof. 2. Excluded Property. Notwithstanding anything to the contrary in this Agreement, the following assets shall be transferred from the Company to the Seller at closing and shall not be included in this ‘transaction: (a) all cash, bank deposits and other cash equivalence, certificates of deposits or securities; and (b) all accounts receivable and proceeds ftom any services provided prior to the date of closing. Such accounts shall be listed on Exhibit D. In the event that the Buyer receives any such accounts receivable collected on behalf of Seller, the Buyer agrees to remit, such accounts to Fulkerson within ten (10) days of receipt, 3. Closing. ‘The closing of the purchase and sale of the Shares under this Agreement shall occur simultaneously with the execution of this Agreement by the Parties. At closing, the Seller shall surrender to the Law Offices of Jerome & McLean, P.C. (as Escrow Agent), the certificate(s) representing the Shares, signed in blank, for transfer to Buyer upon payment in full 4, Indemnification, Buyer agrees to indemnity and defend Seller and hold Seller harmless from any and all claims, losses, costs, expenses (including attorney fees), liabilities, or other damages resulting from any matter relating to or arising ont of Buyer’s ownership of Trinity Cemetery, the activities of Trinity Cemetery, and the operation of the business. Page 3 of 8a Representations and Warranties of Seller. (@) The Seller has good, valid and marketable title to the Shares free and clear of all mortgages, liens, pledges, security interests, charges, claims and other encumbrances and defects of ttle of any nature whatsoever. (b) . No person has any tight or other claim against Seller for any commission, fee or other compensation as a finder or broker in connection with the transaction contemplated by this Agreement, (© Seller has no knowledge of any events, transactions, or other facts, which cither individually or in the aggregate might reasonably give rise to a circumstance or conditions ‘which might have a material, adverse effect upon the business, properties or results of the operations of Trinity Cemetery. (@) Seller has no knowledge of property liens or liabilities other than in the normal course. (©) Sellerhas no knowledge of any past due liabilities or obligations or any vrongful burial of individuals or any liabilities that remain outstanding with regard to the Perpetual Care Trust. (© Prior Agreements, Seller has not entered into any contract or agreement relating to the business of Trinity Cemetery, the stock of which is being sold, that will bind the Buyer, other than this Agreement and those obligations which the Buyer will assume under this Agreement and that no person or entity has asserted such a claim, (@) There are no outstanding judgments or liens of any nature, judici administrative or otherwise, against the Seller regarding the premises or stack sold. Page d of6. Representations and Warranties of Buyer. (@) No person has any right or other claim against the Buyer for any commission, fee or other compensation as a finder or broker in connection with the transaction contemplated by this Agreement. (&) The Buyeris financially capable of beating the risk of loss of the entire investment represented by the Shares and is able to bear the economic risk of investment in the Shares for an indefinite period of time. 7. Security. Buyer shall secure this Note by granting David W. Fulkerson Trust a security interest in the stock being transferred by Seller to Buyer and in all equipment, assets, and perpetual care fund. Seller's stock certificate(s) shall be held in escrow pursuant to the Esctow Agreement, Exhibit David W. Fulkerson shall have the right to file a security form with the State of Michigan and the Buyer shall cooperate in signing the necessary forms to provide for the seourity in the equipment described in Exhibit A, 8 Guaranty. Sam A. Tocco agrees to personally guaranty the obligations set forth, in this Agreement and in the Promissory Note. ‘The guaranty is set forth in Exhibit E. 9. Non-Compete, David W. Fulkerson agrees that he shall not directly or indirectly engage in competition with the Buyer in the City of Detroit, for six (6) years, provided that Buyer is not in default, 10. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been given if personally delivered, telegraphed, mailed by certified mail or registered mail as follows: Page 5 of 8Seller: Da W Fulkerson, Trustee ‘Northville, MI 48167 Buyer: Trinity Associates, LLC 10755 Gratiot-Ave. Deiroit, MI 48213, i. Miscellaneous. (@) This Agreement contains all of the promises, agreements, conditions, corms, understandings, warranties and representations ofthe Parties with respect to the transactions and business relationships contemplated thereby and herein, and there are no other promises, agreements, conditions, understandings, warranties or representations, oral or written, ‘express or implied, among them other thaa as set forth in this Agreement. "This Agreement supersedes all prior agreements and understandings among, the Parties with respect to its subject matter, (©) This Agrecment and all amendments, modifications, authorizations or supplements to this Agreement and the rights, duties, obligations and liabilities of the pacties under such document will be determined in accordance with the applicable provisions of the davis of the State of Michigan, without reference to its doctrines or principles of conflicts of laws © This Agreement will be binding upon and imure to the benefit of the Parties, theit personal and legal representatives, guardians, suocessors and assigns. (@ Neither Party may assign this Agreement or any of the rights, interests, or obligations hereunder without the prior waitten approval of the other Party. (© This Agreement may be executed in any number of counterparts and by the parties hereto in separate countezparts, each of which when so exesuied aud delivered shall Poge 6 of 8‘be deemed an original and all of which counterparts when taken together shall constitute but one and the same instrament, ( This Agreement shall be governed by the Jaws of the State of Michigan, (@) Any lawsuit or litigation, relative to this Agreement shall be brought in the County of Wayne, State of Michigan. IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the dates set forth below. “BUYER” Trinity Associates, LLC Maren eur] By: ok Ez Date U Sam A. Tocco “SEL David W. Fulkerson Trust Mogae S017 ie Date javid W. Fulkerson, Trustee Mee 2 S015 b. Date a David W. Fulkerson, Individually STATE OF MICHIGAN) )ss. COUNTY OF WAYNE) Onthis 3> day of Mvevth- 7017, before me, a Notary Public, personally appeared Sai A. Tocco, to me known to be the same person described in and who executed the foregoing instrument and who acknowledged to me that he executed the same as his free Page 7 of 8a pa PY) means, NL "Notary Public ~—~Siate of Michigan County of bv 72. My commission expires G- - '% Acting in the County of 42 SY? # and voluntary act and deed. STATE OF MICHIGAN) )ss. COUNTY OF WAYNE) Onthis 3? day of ML op ; 2017, before me, a Notary Public, personally appeared David W. Fulkerson, Trustee and Individually, to me known to be the same person described in and who executed the foregoing instrument and who acknowledged tome that he executed the same as his fee and voluntary act and deed 4 Abumachey Notgfy Public 6f Michigan County of My commission@epires {7-17 ‘Acting in the County of Wagner Page 8 of 8Rec een cE NSPS EXHIBIT A 1.JCB Tractor loader/ backhoe 2. John Deer tractor w/cab and front blade 3. Electric Golf cart 4.SU tractor w/front loader 5. Da woo excavator 6.Chevy pick-up w/cap 7.Assorted tools pumps lawn tools ect...(a EXHIBIT B PROMISSORY NOTE For value received, in purchasing the stock of Trinity Cemetery, Inc., Trinity Associates, LLC (Toceo”), promises to pay to the David W. Fulkerson Trust (“Fulkerson”) the sum of Two Hundred Eight Five Thousand ($285,000.00) Dollars payable as follows: 1. 45 days from the execution of this Note, Tocco shall pay to Fulkerson the sum of Fifteen ‘Thousand ($15,000.00) Dollars. 2. Tocco shall pay the balance of Two Hundred Seventy Thousand ($270,000.00) Dollars with interest in 72 monthly installments, commencing thirty (30) days from the date of execution of this Note, and continuing month to month thereafter at the rate of Three ‘Thousand Eight Hundred Ninety ($3,890.00) Dollars until the balance is paid in full. 1f payments are made through the 69th month, then the final payment for the 70th month shall be $1,590.00 and with such payment this Note is satisfied in full. Interest is included in the installment payment. Acceleration. In the event that Tocco fails to make any payment within ninety (90) days of its due date, all other payments shall become due and payable. Prepayment. ‘Tocco may prepay all or any portion of the outstanding principal balance due under this Note without penalty or premium, Any prepayment shall be applied to the oldest accrued principal then owing. Late Payment Fee, In the event that Tocco fuils to make any monthly payment when due and within ten (10) days thereafter, there shall be a $100.00 late payment fee due. Until that late payment fee is paid, every other monthly payment will continne to be late within an additional assessment of $100.00 per month. 1f two (2) months are not paid, then there is a $100.00 late payment for the first month and two $100.00 payments for the second month, or $300.00, one due for the first month still not paid and a second $100.00 wien the first month is not paid for two (2) months plus $100.00 for the second month, or $300.00. Notice of Alleged Default. Without notice and except as previously provided herein, the following shall be deemed to be an offense of default and shall cause this Note to be immediately due and payable in full: 1, Bailure to pay any payment within ninety (90) days of its due date; or A decree or order of the court having jurisdiction that the company or Toceo are insolvent or bankrupt, any assignment for the benefit of the maker of creditors, any assignment for the benefit of Toceo’s creditors, any actions against the company under the federal bankruptey code, arty actions made ageinst the company under receiver subjection, and the winding up of the company and its business operations. The company is Trinity Cemetery, Ine,Other. Any extension of this Note or release of a person primarily or secondarily liable under this Note or any delay in enforcing the Note shall not operate to release any maker, or endorser of this Note or other than persons expressly reicased in writing. Tocco waives presentment and notice of dishonor. Notices. Any communications or notices may be directed or mailed to: David W Fulkerson, Trustee —_ MU 4BIG7 ‘Trinity Associates, LIC clo Sam A. Tocco 10755 Gratiot Ave. Detroit, MI 48213 Construction. This Note shall be construed under the laws of the State of Michigan. Exeonted on this 2 day of Mart ,2017 at Nachle wichigan, Trinity Associates, LLC > By: ee “Sam A. Foceo ‘The foregoing instrument was acknowledged before me this 3 day ot Mev 2017, by Sam A. Tocco. Ban ofhimmachio Notady Public State of Michigan County of Wayne My Commission Expires /-9-/7 Acting in the County of wherei I EXHIBIT C ROW AGRI THIS ESCROW ARE referred to as this "Agreement”), is made and entered into this 3 day of. 2017, by and among David on, Trustee of the David W. Fulkerson Trust, having as a mailing address forthville, Michigan, 48167 (hereinafter referred to as “Seller'"); and Trinity Associates, LLC, having as a mailing address: 10755 Gratiot Ave., Detroit, Michigan, 48213 (hereinafter referred to as "Buyer", and the Law Offices of Jerome & Mclean, having as a mailing address P.O. Box 220, 436 N. Center Street, Northville, Michigan, 48167 (hereinafter referred to as. "Escrow Agent"). WITNESSETH WHEREAS, Seller and Buyer have entered into that cerlain Stock Sale and Purchase Agreement of Trinity Cemetery, Inc., having an Bffective Date of M1 Weck ZB 2017 (hereinafter referred to es the "Agreement”); and WHEREAS, Seller and Buyer have agreed and are desizous and willing that the closing of the transaction contermplaied by the Agrecment take place in accordance with the terms and provisions of this Agreement WHEREAS, pursuant to paragraph 6 of the Agreement, Buyer and Seller have appointed the Law Offices of Ferome d Mclean to hold the outstanding stock of Trinity Cemeiery, Ine. owned by Seller. NOW, THEREFORE, in furtherance of the transaction contemplated hereby, and for good and valuable consideration, the receipt and sulficiency of which are hereby acknowledged, the perties hereto hereby covenant and agree as follows: 1. Seller and Buyer hereby designate, constitute and appoint the Law Offices of Jerome & McLean as the "Escrow Agent" under this Agreement to hold the outstanding stock of ‘Tinity Cemeiexy, Inc, owned by Seller, and the Law Offices of Jerome & Mel ean zocepts such, designation and appointment and agrees to act in accordance with the terms of this Agreement and the Agreement. Itis hereby expressly understood and agreed that in the event a conflict should arise as between the terms of this Agreement and those of the Agreement, the terms of this Agreement shall control. Seller and Buyer agree (a) that Esceow Agent shall be a stakeholder only and not liable for any losses, costs or damages it may incur in performing its responsibilities hereunder unless such losses, costs or damages shall arise out of the willful default or gross negligence of Escrow Agent or its agents, (b) that no releases or disbursements shall be made hxeuncier except ‘upon consistent vzitten instructions fom both Seller and Buyer or their successors or assigns; and (©) that in the event of a dispute hereunder between Seller and Buyer (or their successors or assigns), Escrow Agent shell have the right, exercisable in its sole discretion, to be discharged by texdering unto the repistry or custody of any court of competent jurisdiction, the closing documents and the Escrow Agreement, together with any such legal pleadings as it deems appropriate 2. Upon receipt of consistent written instructions from both Seller and Buyer, or their Page Losrespective counsel, then Escrow Agent shall provide the stock certificates held in escrow in accordance with the written instructions signed by both Buyer and Seller, or their respective counsel, Said written instructions may not be unreasonably withheld and may be given in duplicate counterparts and by fiesimile, Escrow Agent requests delivery of such instructions at least 24 hours before distribution is needed. 3. Escrow Agent shall not be liable for any loss or damage resulting from the following @ Any default, error, ation or omission of any other patty. (b) Escrow Agent complying with any and all legal process, writs, orders, judgments and decrees of any court whether issued with or without jurisdiction and ‘whether or not subsequently vacated, modified, set aside or reversed, 4, Escrow Agent shall be entitled to rely upon the instructions and other matters covered thereby, and shall not be required to investigate the authority of the person executing and delivering such instructions, or otherwise verify the accuracy of the statements of information presented therein, 6. The terms and provisions of this Agreement are for the benefit of Seller, Buyer and Escrow Agent and their respective successors and assigns only. Nothing contained herein shall be deemed or construed to inure to the benefit of any other person or party, it being the ‘express intent of Seller, Buyer and Escrow Agent that no such person or party shall be entitled to any of the benefits hereof, except-as herein expressly provided. 7. Time is ofthe essence of this Agreement. 8, This Agreement is intended as a contract under the laws of the State of Michigan and shall be governed thereby and construed in accordance therewith, 9, This Apreement may be executed by facsimile signatures, which for all purposes shall be deemed to constitute originals. This Agreement may be executed in counterparts, all of ‘which when faken together shail be deemed one original. IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the day, month and year first above written “BUYER” Trinity Associates, LLC oa Date Sam A. Tocco Page 2 of 3“SELLER” David W. Fulkerson Trust Mah 3, Aol? Vi Le Date favid W. Fulkerson, Trustee “ESCROW AGENT” Law Offices of Jerome & McLean Marek 3, dT » ed ern Date, ~~David Etefome Page 3 of 3ACCOUNTS RECEIVABLE Regular checking account - $2,919.00 Payroll checking account - $1,870.50 Accounts receivable ~ Cantrell - $3,040.00 Accounts receivable ~ Swanson $4,194.25 ‘To be transferred to Seller. AT EXHIBIT Diti cE EXHIBIT E GUARANTY, Sam A. Tocco, whose address it, Michigan, 48213 (hereinafter referred to as "Guarantor") for the benef Lot the David W. Fulkerson Trust whose address is: BBN ortville, Michigan, 48167 (hereinafter referred to as “Beneficiary”, ‘Trinity Associates, LLC, has entered into a Stock Sale and Purchase Agreement dated MAG 3 2017 to purchase ‘Trinity Cemetery, Inc., including all of its assets (hereinafter “Agreement”). Sam A. Tocco guarantees the payments and fulfillment of that Agreement, in the event that Sam A. Toeco does not fully perform the Agreement. ‘The Guarantor acknowledges having knowledge of the clauses and conditions in the Agreement. ‘The Guarantor undertakes to provide a guaranty for the benefit of the David W. Fulkerson ‘Trust under the terms and conditions laid out below and shall guaranty the payment of all sums due from Trinity Associates, LLC, and shall guaranty the payment of all sums due to the David W. Fulkerson Trust in principal, interest, charges, accessories under the obligations of the Agreement. Should Trinity Associates, LLC, fail to meet its obligations set forth in the Agreement, the Guarantor shall pay the Beneficiary all sums that have become due, including by advancement payment and will become due under the Agreement, ‘The Guarantor expresely waives all the benefits of discussion and division in regard to the Beneficiary, and undertakes to meke payment in accordance with the tems of the contract, without the need for the Beneficiary to take Legal proceedings to obtain payment. ‘To obtain payment, the Beneficiary may engage in legal proceedings against Trinity Associates, LLC and/or the Guarantor, who shall pay the Beneficiary’ legal fees, “The Guarantor acknowledges having sufficient information on hand in oxdlor to assess the obligations he is accepting prior fo undertaking this commitment. In case of a merger, takeover, sale, division or partial transfer of assets, affecting the Beneficiary, the Guarantor sprees to maintain irrevocably this commitment including the payment of ali debts arising under the Agreement and ifs subsequent amendments. ‘This contract of guaranty shall be entered into and enforced on the date itis signed. The Guarantor’s coverage obligation under this agreement shall expize after the Agreement has been paid in full This contract is governed by the laws of the Siate of Michigan. Pogo 1 ofIN WITNESS WHEREOF, the Guarantor has signed this Agreement on the 2° day of Masih, 2011. 5 “GUARANTOR” arch 3, dott By: © f KEE Date Sam A. Tocco: ‘The foregoing instrument was acknowledged before me this 3’ day ot 2ereA 2017, by Sam A. Tocco. Aufl hanaAhe, Not habl State of Michigan A County of Wayne My Commission Expires /7"7-/7 ‘Acting in the County of Whagre Page of 2AGREEMENT TO PURCHASE KUBOTA, David W. Fulkerson, as Trustee of the David W. Fulkerson Trust Agreement and Trinity Associates, LLC, have entered into a Stock Sale and Purchase Agreement whereby the David W. Pulkerson Trust would sell all of the stock of Trinity Cemetery, Inc. to Trinity Associates, LLC. reveal, (owen DIPS. pues Wed, In addition, David W. Fulkerson, personally, owns a Kubota. ‘That Kubota has been used by Trinity Cemetery, Inc, and continues to be used by Trinity Cemetery, Inc. Trinity Cemetery, Jno. has paid the payments on the Kubota as they become due, Now, Trinity Associates, LLC, does hereby agree to pay the remaining balance due on the Kubota as the payments come due. Upon the final payment, David W. Fulkerson shall sign title to the Kubota over to Trinity Cemetery, Inc. or Trinity Associates, LLC. ‘This document has been executed onthis “2” day of MBCA 2017 David W, gates iually Trinity Agspciates, LLEXHIBIT 2 TRINITY CEMETERY INC. APPLICATION FOR CHANGE OF CONTROLProposed _shusue Coote peEXHIBIT 3 TRINITY CEMETERY INC. APPLICATION FOR CHANGE OF CONTROLPERPETUAL CARE TRUST AGREEMENT ‘This Agreement made this 30th day of December, 2009, by and between Trinity .® Michigan corporation i ME 48167 BLN. ich is the GRANTOR and MONROE BANK & TRUST, a Michigan Banking Corporation of 102 E. Front St., Monroe, ME 48161, which is the TRUSTEE, ARTICLE I: NAME ‘This trust shall be known as the ‘Trinity Cemetery Perpetual Care Trt. ARTICLE I: IRREVOCABLE TRUST ‘This Trust is irrevocable, and the terms hereof caunot be amended, nor can the Trust be terminated other than by its terms, or by Order of a court of competent jurisdiction upon petition of the Michigan Cemetery Comunissioner. ARTICLE III: PURPOSE The Trinity Cometery Perpettal Care ‘Trust is created pursuant to and for the uses aud purposes set forth in Michigen Compiled Laws Section 456.536, being Act 251 of 1968 as amended. ARTICLE IV: POWERS OF THE TRUSTEE A. General Powers of the Trustee, Except as otherwise provided in this Agreement, the ‘Trustee shall have all the powers {exercisable without approval of eay Court o the Beneficiary) legally accorded trustees pursuant to the Michigan Estates and Protected Individuals Code, 1998 PA 386, MCL, 700.1101 et seq. as amended. B. Accounts. 1, Aunual Accounts, The Trustee shall provide to the Grantor an account of all receipts, disbursements and investment transactions, and an inventory of the trust assets at least monthly. 2. Approval of Accounts, Accounts may be approved by notice to the Trustee, by failure of the person receiving the account to notify the Trustee of objection to such accoums within 90 days from the date the account was delivered or by 2 judgment of a court of competent jurisdiction. Upon approval of the account the ‘Trusteo shali be released and discharged as to all items set forth in such 2esount. Page LofdC. Notices, All notices shall be in writing, signed by the person giving notice, and shall be effective when delivered or mailed to the party to whom notice is to be given, D. Registration Not Required, The Trust(s) established by this Agreement shall ‘be exempt from registration with any Court. ARTICLE V: TRUST PROVISIONS A, Fees and Expenses of Trustee, The Trustce shall be entitled to reasonable compensation for services and reimbursement for necessary expenses, Such fee shall be divided in equal proportion between income and principal. B, Resignation of Trustes, The Trustee may resign by notice to the Grantor or his successor(s) or assign(s) and to the Michigan Cemetery Commissioner, which said notice shall state an effective date of said resignation, which said date shall be no sooner than sixty (60) days from the date of said notice. C._ Removal of the Trustee, ‘The Grantor may remove the Trustee by notice to the ‘Trustee or his successor(s) or assign(s) and to the Michigan Cemetery Commissioner, which said notice shall state the effective date of said removal. The Grantor shall designate a regulated financial institution as the Successor Trustee. D. ‘Trust Situs. ‘The situs and principal place of administration of the Trust shall be Monroe County, Michigan. The Trustee may change the situs and principal place of administration of any trust under this Agreement by notice to the Grantor and the Michigan Cemetery Commissioner, E. Liability of Trustee, The Trustee may act upon any information which the Trustee believes to be true or any document which the Trustee believes genuine. The Trustee may rely upon advice of attorneys, accountants, and investment advisers retained by the Trustee. ‘Suecessor Trusteo(s). A successor Trustee may accepl property from and the account provided by a predecessor Trustee as a full and complete discharge of the predecessor ‘Trustee without incurring any liability or responsibility. The successor Trustee shall not be liable for any act or failure to act of any predecessor Trustee nor be required to review accounts, acts, or omissions of a predecessor Trustee or take action against any predecessor Trustee for breaches of ‘rust. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Michigan in force from time to tite. At no time shall the laws of any other State govern this instrument. ARTICLE VI: LIMITATION PROVISIONS Investments, The Trustee specifically acknowledges that the Prudent Investor Rule Page 2 of 4as found in MCL 700.1501 et seq, (part 5 of 1998 PA 386 A) and 700.7302 applies to all trust investments, and nothing contained herein shell provide for any lower standard. Further, Grantor specifically acknowledges that it does not retain, reserve, or otherwise have any power to exercise the direction of any specific investment(s). B. Principal of the Trust, No principal of the trust shall be withdrawn or distributed except by court order pursuant to a petition filed by the Michigan Cemetery Commissioner. Income Withdrawal. Withdrawals of accumulated interest or income from the fund may be authorized by the Trustee, and such withdrawals shall be documented in the manner provided by rule of the Michigan Cemetery Commtissioner. D. ‘Lrustee Responsibility, Trustee's responsibilities, beyond the general duties of a ‘Trustee as set forth by Michigan law, arc limited to the proper investment and custody of the fund and the distribution of income as set forth in this Article. The Trustee is not responsible for ascertaining whether the funds were used for the limited purpose(s) as set forth in the Michigan statute referred to Article TI hereinbefore. J, as Grantor, have executed this Irrevocable ‘Trust Agreement on the date first above written. By execution of this Agreement, the Trustee aceepis the trust obligations. imposed by the same. Witnesses: Grantor: ‘Trinity Cemetery, Ine. Catches aa p LZ, Va By? David W. Fulkerson. Its: President ‘Trustee: Bank & Trust ov By: Paul jWannemacher Its: Vice President ‘Wealth Management Group STATE OF MICHIGAN Page 3 of 4COUNTY OF MONROE: On this _[(o day of March, 2010, before me a Notary Public, within and for said County, personally appeared David W. Fulkerson, President of Trinity Cometery, Inc., Grantor, to ‘me personally known, who being duly swom did for himself say that he is the President of Trinity Cemetery, Inc., the corporation named in the foregoing instrument, and that said instrament was signed on behalf of said corporation by due corporate authority, and said David W. Fulkerson has acknowledged the execution to be the free act and deed of said corporatio Notary Pul Shavwoy ponetH ‘Monroe County, Michigan ‘Acting in Monroe County My Comission Expires: Septem ‘Acting th the Cou STATE OF MICHIGAN COUNTY OF MONROE: On this _[(@_ day of March, 2010, before me a Notary Public, within and for said County, personally appeared Paul J. Wannemacher, Vice President, Wealth Management Group Monroe Bank & ‘Trust, a Michigan Banking Corporation, to me personally knows, who: being duly sworn did for himself say that he is an officer of Monroe Bank & Trust, the corporation named in the foregoing instrument, and that said instrament was signed on behalf of said corporation by authority of its Board of Directors, J) J. Wannemacher has acknowledged the execution to be the free act and deed of sai Notary Public ‘Monroe County, Michigan Acting in Monroe County My Commission Expires: Page 4 of 4ADDENDUM NOW COMES. Monroe Bank & Trust, a Michigan Banking Corporation of 102 B. Front St., Monroe, MI 48161, as the Trustee and Grantor, Trinity Cemetery, a Michigan corporation whose address is 8360 W. Six Mile Rd., Northville, MI 48167, Monroe Bank & Trast has agreed to act as the Trustee of the Trinity Cemetery, Inc. Perpetual Care Trust Fund, The current fee agreement is 1,00% of the first $1,000,000.00 and 90% of next $1,000,000.00 with a discount of 35%. ‘These fees may be agreed to and amended by the Grantor and the Trustee, ‘Witnesses: Grantor: Trinity Cemetery, Inc. "Fulkerson resident Trustee: Monroe Bank & Trust STATE OF MICHIGAN ss. COUNTY OF MONROE: On this lo day of March, 2010, before me a Notary Public, within and for said County, personally appeared David W. Fulkerson, President of Trinity Cemetery, Ine., Grantor, to ime personally known, who being duly swom did for himself say that he is the President of Trinity Page 1 of 2Cemetery, Inc. the corporation named in the foregoing instrument, and that said instrament Was Signed on behalf of seid corporation by due comporate authority, and sald David W. Fulkerson has neknowledged the execution to be the free act and deed of said corporation. Penare oinry Publ, Sisto itary Public nF pony Monroe County, Michigan Ny Co ‘Acting in Monroe County » aging hs ot My Commission Expires: STATE OF MICHIGAN 8s, ‘COUNTY OF MONROE On this _I(_ day of March, 2010, before me 8 Notary Public, within and for said County, personally sppeared Paul J. Wannemacher, Viee President, Wealth Management Group Monet Bank & Trust, 2 Michigen Banking Corporation, to me personally known, who being duly swom did for himself say that he is an officer of Monroe Bank & Trust, the ‘corporation seed in the foregoing instroment, aud thst said instrument was signed on behalf of said corporation by authority of its Board of Directors, and said Paul ‘Wannemacher has tcknowledged the execution to be the free act and deed of said corporatio: c Notary Publi Monroe County, Michigan ‘Acting in Monroe County My Commission Expires: Page 2 of 2AGREEMENT ‘NOW COMES Trinity Cemetery, a Michigan corporation whose address is 8360 W. Six Mile Ra., Northville, MI 48167, as the Grantor and Monroe Bank & Trust, a Michigan Banking Corporation of 102 E. Front St., Monroe, ME 48161, as the Trustee, ‘The Monroe Bank & Trust has agreed to act as the Trustee of the Trinity Cemetery, Inc. Perpetual Care Trust Fund, Pursuant to Article V, Section A of that Agreement, the Trustee is entitled to reasonable compensation for services and reimbursement for necessary expenses with such fees being divided equally between the income and the principal. Set forth below are the fee schedules of Monroe Bank & Trust, for the services it has provided as the Trustee, These fees may be agreed to and amended by the Grantor and the Trustee. ‘Witnesses: Grantor: ‘Trinity Cemetery, Ine. a ey) David W. Fufkerson’ President ‘Trustee: Monroe Bank & Trust ‘Wannemacher resident ‘Wealth Management Group STATE OF MICHIGAN 188. COUNTY OF MONROE On this _l\o_ day of March, 2010, before me a Notary Public, within and for said Page 1 of 2County, personally appeared David W. Fulkerson, President of Trinity Cemetery, Inc., Grantor, to me personally known, who being duly sworn did for himself say that he is the President of Trinity Cemetery, Inc,, the corporation named in the foregoing instrument, and that said instrument was signed on behalf of said corporation by due corporate authority, and said David W. Fulkerson has acknowledged the execution to be the free act and deed of said corporation, SHANNON PORATH otary Pubhio Notary Public, Stole of Michigan ‘Monroe County, Michigan Wayne Acting in Monroe County ty Com sein expos: ‘Commission Expires: legen My Commission Expir. Acting ih the County of, La STATE OF MICHIGAN 188 COUNTY OF MONROE On this day of March, 2010, before me a Notary Public, within and. for said County, personsily appeared Paul J. Wannemacher, Vice President, Wealth Management Group ‘Monroe Bank & Trust, a Michigan Banking Corporation, to me personally known, who being duly sworn did for himself say that he is an officer of Monroe Bank & ‘Trust, the corporation named in the foregoing instrument, and that said instrument was signed on behalf of said corporation by authority of its Board of Directors, and said Paul J. Wannemacher has acknowledged the execution to be the five act and deed of said corporation. I Wotary Public sto PET oan Monroe County, Michigan Spel Wey ‘Acting in Monroe County My Commission Expires: Page 2 of 2EXHIBIT 4 TRINITY CEMETERY INC. APPLICATION FOR CHANGE OF CONTROLREAFFIRMATION OF PERPETUAL CARE TRUST AGREEMENT AND ADDENDUM BY AND BETWEEN TRINITY CEMETERY, INC AND MONROE BANK AND TRUST WHEREAS, on March 16, 2010, David W. Fulkerson, as President of Trinity Cemetery, Inc., ‘as Grantor, entered into an irrevocable Perpetual Care Trust Agreement and Addendum (attached) with Monroe Bank & Trust as Grantee and subsequently executed amendments thereto (Exhibit 1, attached), and; WHEREAS, David Fulkerson as President of Trinity Cemetery, Inc and as Trustee of the David W. Fulkerson Trust Agreement (“Seller”) wishes to sell and convey, subject to Approval of the Michigan Cemetery Commissioner, all shares of stock and other interest in Trinity Cemetery Inc. and title to the real property, structures appurtenances and equipment owned by Trinity Cemetery, Inc. which is located at the property commonly known as 5210 Mt. Elliot, Detroit, MI 48211, to Trinity Associates, LLC, a Michigan Limited Liability Company, through its sole and managing member, Sam Anthony Tocco, (“Buyer”) pursuant to the Stock and Purchase Agreement entered into between the parties dated March 3, 2017. IT IS THEREFORE agreed and expressly stated herein that, subject to the Michigan Cemetery Commissioner's approval of Change in Control, Sam A. Tocco hereby, re-states and reaffirms that, as President of Trinity Cemetery, Inc. and as the sole member and managing member of Trinity Associates, LLC, he hereby restates and reaffirms said Perpetual Care Trust ‘Agreement and Addendum dated March 16, 2010. GRANTOR: — SAM ANTHONY TOCCO ITS: President STATE OF MICHIGAN) )ss COUNTY OF OAKLAND ) ‘The foregoing instrument was acknowledged before me this_~2“t\ day of September, 2021, by Sam Anthony Tocco. WAKES [NOTARY PUBLIC - STATE OF MICHIGAN ‘COUNTY OF OAKLAND Commission Epis 29, 2005 "etngibn Comet alSTOCK SALE AND PURCHASE AGREEMENT This Stock Sale and Purchase Agreement (this “Agreement”) is made by and between David W. Fulkerson, Trustee of the David W. Fulkerson Trust Agreement (the “Seller”) and Trinity Associates, LLC (the “Buyer”). The Seller and Buyer are also referred to herein individually as a “Party” and collectively as the “Parties”. WITNESSETH: WHEREAS, the Seller ovms all shares of common stock (the “Shares”) of Trinity Cemetery, Inc. (the “Company”), and desires to sell the Shares to the Buyer; WHEREAS, the Seller has agreed to sell and the Buyer has agreed to buy the Shares, and the Parties desire to set forth the terms and conditions governing the purchase and sale of the Shares, and WHEREAS, the Seller as the owner of the common stock of Trinity Cemetery, Ine. is selling all assets and equipment of the corporation, including the Perpetual Cate Fund and the equipment listed on Exhibit A. NOW, THEREFORE, for and in consideration of the premises, the mutual agreements and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Agreement fo Sell and Purchase the Shares. In consideration of, and in express reliance upon, the representations and warranties of the Seller and the Buyer in this Agreement, the Seller hereby agrees to transfer and convey the Shares to the Buyer, and the Buyer hereby agrees to pay the aggregate purchase price of Three Hundred Thousand ($300,000.00) Dollars for the Shares as follows: Page 1 of 8(a) A down payment of Fifteen Thousand ($15,000.00) Dollars to be made at closing, (b) Within 45 days of closing, an additional Fifteen ‘Thousand ($15,000.00) Dollars shall be paid to Seller (© Tho balance of Two Hundred Seventy Thousand ($270,000.00) Dollars shall be paid in equal monthly payments of Three Thousand Bight Hundred Ninety Dollars (83,890.00), which includes interest, over a six (6) year petiod from the date of closing, The first payment is due thirty (30) days following closing and every month thereafter until the outstanding amount is paid in fall. If payments are made through the 69" month, then the payment for the 70® month shall be $1,590.00 and with such payment this Note is satisfied in full, (@ “The Buyer shall make and deliver to Seller the Installment Promissory Note attached hereto as E: iit B in the amount of Two Hundred Seventy Thousand Dolla ($270,000.00) with interest, payable in seventy-two (72) equal monthly installments of Three ‘Thousand Bight Hundred Ninety Dollars ($3,890.00). ‘The first payment is due thirty (30) days following closing and every month thereafter until the outstanding amount s paid in full. If payments are made, through the 69 month, then the payment for the 70" month shall be $1,590,00 and with such payment this Note is satisfied in full. (©) These payments may be prepaid at any time without penalty. (® UNTIL PAYMENT IS MADE IN FULL, NO EQUIPMENT OR PROPERTIES LOCATED AT TRINITY CEMETERY SHALL BE SOLD OR DISPOSED OF WITHOUT THE WRITTEN CONSENT OF THE SELLER. Page 2 0f8(@) When payment is made in full, the Escrow Agent shall give Buyer the stock certificate(s) signed in blank. ‘The sale of the stock, shall include all assets of the company, including those assets listed on Exhibit A attached hereto and made a part hereof. 2, - Excluded Property. Notwithstanding anything to the contrary in this Agreement, the following assets shall be transferred from the Company to the Seller at closing and shall not be included in this ‘transaction: (a) all cash, bank deposits and other cash equivalence, certificates of deposits ot securities; and (b) all accounts receivable and proceeds from any services provided prior to the date of closing. Such accounts shall be listed on Exhibit D. In the event that the Buyer receives any such accounts receivable collected on behalf of Seller, the Buyer agrees to remit, such accounts to Fulkerson within {en (10) days of receipt. 3. Closing. ‘The closing of the purchase and sale of the Shares under this Agreement shall occur simultaneously with the execution of this Agreement by the Parties. At closing, the Seller shall surrender to the Law Offices of Jerome & McL.ean, P.C. (as Escrow Agent), the certificate(s) representing the Shares, signed in blank, for transfer to Buyer upon payment in fall 4. Indemnification Buyer agrees to indemnify and defend Seller and hold Seller harmless from any and all claims, losses, costs, expenses (including attomey fees), liabilities, or other damages resulting from any matter relating to or arising out of Buyer’s ownership of Trinity Cemetery, the activities of Trinity Cemetery, and the operation of the business, Page3 of 85. Representations and Warranties of Seller. (@) The Seller has good, valid and marketable title to the Shares free and clear of all mortgages, liens, pledges, security interests, charges, claims and other encumbrances and defects of title of any nature whatsoever. (©) No person has any right or other claim against Seller for any commission, {fee or other compensation as a finder or broker in connection with the transaction contemplated by this Agreement. (©) Seller has no knowledge of any events, transactions, or other facts, which either individually or in the aggregate might reasonably give rise to a circurnstance or conditions ‘which might have a material, adverse effect upon the business, properties or results of the operations of Trinity Cemetery. (@ Seller has no knowledge of property liens or liabilities other than in the normal course. (©) Seller has no knowledge of any past due liabilities or obligations or any ‘wongfil burial of individuals or any liabilities that remain outstanding with regard to the Perpetual Care Trust (® Prior Agreements. Seller has not entered into any contract or agreement relating to the business of Trinity Cemetery, the stock of which is being sold, that wil bind the Buyer, other than this Agreement and those obligations which the Buyer will assume under this, ‘Agreement and that no person or entity has asserted such a claim, (@ There areno outstanding judgments or liens of any nature, judicial, administrative or otherwise, against the Seller regarding the premises or stock sold, Page 4 of86 Representations and Warranties of Buyer. @ —_Noperson has any right or other claim against the Buyer for any commission, fee or other compensation as a finder or broker in connection with the transaction contemplated by this Agreement. (©) The Buyer is financially capable of bearing the tisk of loss of the entire investment represented by the Shares and is able to bear the economic risk of investment in the Shares for an indefinite period of time. 7. Security Buyer shall secure this Note by granting David W. Fulkerson Trust a security interest in the stock being transferred by Seller to Buyer and in all equipment, assets, and perpetual care fund. Seller's stock certificate(s) shall be held in escrow pursuant to the Escrow Agrecment, Exhibit C. David W. Fulkerson shall have the right to file a security form with the State of Michigan and the Buyer shall cooperate in signing the necessary forms to provide for the secutity in the equipment described in Exhibit A. 8 Guaranty. Sam A. Tocco agrees to personally guaranty the obligations set forth in this Agreement and in the Promissory Note. The guaranty is set forth in Exhibit B. 9. Non-Compete, David W. Fulkerson agrees that he shall not directly or indirectly engage in competition with the Buyer in the City of Detroit, for six (6) years, provided that Buyer is not in defaut 10. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been given if personally delivered, telegraphed, mailed by certified mail or registered mail as follows: Pages of 8slee Seller sil ‘ il Northville, MI 48167 Buyer: Trinity. Associates, LLC 10755 Gratiot Ave, Detroit, MI 48213 11. — Miscellaneous. () This Agreement contains all of the promises, agreements, conditions, terms, understandings, warranties and representations of the Parties with respect to the ‘vansactions and business relationships contemplated thereby ond herein, and there are no other promises, agreements, conditions, understandings, warranties or representations, oral or written, express or implied, among them other than as set forth in this Agreement, ‘This Agreernent supersedes ail prior agreernents and understandings arnong the Parties with respect to its subject matter, (b) This Agreement and all amendments, modifications, authorizations or supplements to this Agreement and the rights, duties, obligations and liabilities of the parties under such document will be determined in accordance with the applicable provisions of the Jaws of the Stato of Michigan, without reference to its doctrines or prineiples of confliets of laws. (©) This Agreement will be binding upon and inure to the benefit of the Patties, their personal and legal representatives, guardians, successors and assigns (@ Neither Party may assign this Agreement or any of the rights, interests, or obligations hereunder without the prior written approval of the other Party. (© This Agreement may be executed in sny number of counterparts and by the parties hereto. in separate counterparts, each of which when so executed and delivered shall Page 6 of 8‘be deemed an original and all of which counterparts when taken together shall constitute but one and the same instrament. (® This Agreement shall be govemed by the laws of the State of Michigan. (@ Any lawsuit or litigation, relative to this Agreement shall be brought in the County of Wayne, State of Michigan. IN WITNESS WHEREOR, the Parties have executed and delivered this Agreement as of the dates set forth below. “BUYER” ‘Trinity Associates, LLC Macen 2 Bor] oy ot. FP Date t Sam A. Tocco “SELLER” David W. Fulkerson Trust David W. Fulkerson? Trustee Mey 3 Dera Date - David ‘ullcerson, Individually STATE OF MICHIGAN +) ) ss. COUNTY OF WAYNE) 2d Onthis 3° day of MAHL 2017, before me, 2 Notary Publi, personally appeared Sam A. Toeco, to me known to be the same person deseribed in and who executed the foregoing instrament and who acknowledged to me that he executed the same as his free Page 7 of 8and voluntary act and deed. gan County‘of be fog. My commission expires G- (% - 19 Acting in the County of We oy 2 STATE OF MICHIGAN) Js. COUNTY OF WAYNE) Onthis 3? day of ML oip@h 2017, before me, a Notary Public, personally appeared David W. Fulkerson, Trustee and Individually, to me known to be the same person described in and who executed the foregoing instrument and who acknowledged to me that he execited the same as his free and voluntary act and deed. State Of Michigan County of My commis pires [P17 Acting in the County of Wagne Page 8 of 85 PSN SANSA EXHIBIT A 1.JCB Tractor loader/ backhoe 2. John Deer tractor w/cab and front blade 3. Electric Golf cart 4.SU tractor w/front loader 5. Da woo excavator 6.Chevy pick-up w/cap 7. Assorted tools pumps lawn tools ect...2 ED EXHIBIT B PROMISSORY NOTE, For value received, in purchasing the stock of ‘Trinity Cemetery, Inc, Trinity Associates, LLC (“Tocco”), promises to pay to the David W. Fulkerson Trust (“Fulkerson”) the sum of Two Hundred Eight Five Thousand ($285,000.00) Dollars payable as follows: 1, 43 days from the execution of this Note, Toceo shall pay to Fulkerson the sum of Fifteen ‘Thousand ($15,000.00) Dollars. 2. Tocco shall pay the balance of Two Hundred Seventy Thousand ($270,000.00) Dollars with interest in 72 monthly installments, commencing thirty (30) days from the date of execution of this Note, and continuing month to month thereafter at the rate of Three ‘Thousand Hight Hundred Ninety ($3,890.00) Dollars until the balance is paid in full. If payments are made through the 69th month, then the final payment for the 70th month shall be $1,590.00 and with such payment this Note is satisfied in full. Interest is included in the installment payment. Acceleration. In the event that ‘Tocco fails to make any payment within ninety (90) days of its due date, all other payments shall become due and payable. Prepayment, Tocco may prepay all or any portion of the outstanding principal balance due under this Note without penalty or premium. Any prepayment shall be applied to the oldest accrued principal then owing. Late Payment Fee. In the event that Tocco fails to make any monthly payment when due and within fen (10) days thereafter, there shall be a $100.00 late payment fee due. Until that late payment fee is paid, every other monthly payment will continue to be lete within an additional assessment of $100.00 per month. If two (2) months are not paid, then there is a $100.00 late payment for the first month and two $100.00 payments for the second month, ot $300.00, one due for the first month still not paid and a second $100.00 when the first month is not paid for ‘to (2) months plus $100.00 for the second month, or $300.00, Notice of Alleged Default, Without notice and except as previously provided herein, the following shall be deemed to be an offense of default and shall cause this Note to be immediately due and payable in full: Failure to pay any payment within ninety (90) days of its due dates ot 2. A decree or order of the court having jurisdiction that the company or Tocco are insolvent or bankrupt, any assignment for the benefit of the maker of creditors, any assignment for the benefit of Tocco’s creditors, any actions against the company under the federal bankruptcy code, any actions made against the company under receiver subjection, and the winding up of the company and its business operations, ‘The company is Trinity Cemetery, Inc.Other. Any extension of this Note or release of a person pritnarily or secondarily fiable under this Note or any delay in enforcing the Note shall nol operate to release any maker, or endorser of this Note or other than persons expressly released in writing. Tocco waives presentment and notice of dishonor. Notices. Any communications or notices may be directed or mailed to: David W. Fulker n, Trustee ‘Northville, MI 48167 ‘Trinity Associates, LLC cfo Sam A. Tocco 10755 Gratiot Ave, Detroit, MI 48213, Construction, This Note shall be construed under the laws of the State of Michigan, Executed on this 2 day of [Marah 2017 at Nashville, seichigan inity Associates, LLC Z a Sam A. Tocco “The foregoing instrument was acknowledged before me this 3'* day of Merch 2017, by Sam A. Tocco. Arr febumertor NotayPablie — (7 State of Michigan County of Wayne My Commission Expires Acting in the County of tego vedCe A _ EXHIBIT ROW AGREEMENT ‘THIS ESCROW AGREEMENT (hereinafter referred to as this “Agreement"), is made aud entered into this 3! day of, _,2017, by and among David Fulkerson, Trustee of the David W. Tulkerson Trust, having as a mailing address: | Noxthville, Michigan, 48167 (hereinafter referred to a8 "Seller"); and Trinity Associates, LLC, having asa mailing address: 10755 Gratiot Ave., Detroit, Michigan, 48213 (hereinafter referred to as "Buyer"); and the Law Offices of Jerome & McLean, having as a mailing address: P.O. Box 220, 436 N. Center Street, Notthville, Michigan, 48167 (hereinafter referred to as "Escrow Agent"). WITNESSETH 8, Seller and Buyer have entered into that certain Stock Sule and Purchase Agreement of Trinity Cemetery, Inc., having an Effective Date of MECH Be 2017 (hereinafter referred to as the "Agreement", and WHEREAS, Seller and Buyer have agreed aud are desitous and wilting that the closing of the transaction contemplaied by the Agreement take place in aocordanoc with the terms and provisions of this Agreement, WHEREAS, pursuant to paragraph 6 of the Agreement, Buyer and Seller have appointed the Law Offices of Jerome & McLean to hold the outstanding stock of Trinity Cemetery, Inc. owned by Seller. NOW, THEREFORE, in furtherance of the transaction contemplated hereby, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowkedged, the perties hereto hereby covenant and agree as follows: 1. Seller and Buyer hereby designate, constitute end appoint the Law Offices of Jerome & McLean as the "Escrow Agent” under this Agreement to hold the outstanding stock of Trinity Cemetery, Inc. owned by Seller, and the Law Offices of Jerome & McLean accepts such designetion, aud appoiatment and agrees to act in accordance with the tens of this Agreement and the Agreement, It is hereby expressly understood and agreed that in the event a conflict should arise as botween the terms of this Apreement and those of the Agreement, the terms of this Agreement shall control. Seller and Buyer agree (@) that Escrow Agent shail be a stakeholder only and not liable for any losses, costs or damages if may incur in performing its responsibilities hereunder unless such losses, costs or damages shall arise out of the willful default or gross negligence of Bscrow Agent or its agents, (b) that no releases or disbursements shall be made hereunder except ‘upon consistent written instructions from hoth Seller and Buyer or their successors or assigns; and (©) that in the event of a dispute hereunder between Seller and Buyer (or their successors or assigns), Escrow Agent shall have the right, exercisable in its sole discretion, to be discharged by ‘teauiesing, unto the registry or custody of any court of competent jurisdiction, the closing documents and the Escrow Agreement, together with any such legal pleadings as it deems appropriate. 2. Upon seceipt of consistent written instructions fom both Seller and Buyer, or their Page t 0f3respective counsel, then Escrow Agent shall provide the stock ceitificates held in escrow in accordance with the written instructions signed by both Buyer and Seller, or their respective counsel, Said written instructions may not be unreasonably withheld and may be given in duplicate ‘counterparis and by facsimile. Escrow Agent requests delivery of such instructions at least 24 hours before distribution is needed. 3. Escrow Agent shall not be liable for any loss or damage resulting from the following: @) Any default, error, action or omission of any other party. (b) Escrow Agent complying with any and all legal process, writs, orders, judgments and decrees of any court whether issued with or without jurisdiction and ‘whether or not subsequently vacated, modified, set aside or reversed. 4, — Escrow Agent shall be entitled to rely upon the instructions and other matters covered thereby, and shall not be required to investigate the authority of the person executing and delivering such instructions, or otherwise verify the accuracy of the statements of information presented therein, 6. The terms and provisions of this Agreement are for the benefit of Seller, Buyer and Bscrow Agent and their respective successors and assigns only. Nothing contained herein shall be deemed or construed to inure to the benefit of any other person or party, it being the express intent of Seller, Buyer and Escrow Agent that no such person or party shall be entitled to any of the benefits hereof, except as herein expressly provided. 7. Time is of the essence of this Agreement. 8. This Agreement is intended as a contract under the laws of the State of Michigan. and shall be governed thereby and construed in accordance therewith, 9. This Agreement may be executed by facsimile signatures, which for all purposes shall be deemed to constitute originals. This Agreement may be executed in counterparts, all of which when taken together shall be deemed one original IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the day, month and year first above written, “BUYER” ‘Trinity Associates, LLC a By ha acer Sam A. Tocco Page 2 of 3