At a Special Term of the Commercial Division for the Eighth Judicial District, Part 33, held at 50 Delaware Avenue, Buffalo, New York on the 25th day of February, 2019.

That EFPR’s determination that the book value of the Decedent’s shares of 81853 as of August 31, 2015 was zero ($0.00) dollars on account of the accumulated deficit of 81853, is final and binding upon Plaintiff, Defendant, and 81853; and Plaintiff’s application having regularly come on to be heard, NOW, UPON READING AND FILMG Plaintiff’s Notice of Motion dated December 13, 2018, the Affidavit of Plaintiff sworn to the 7th day of December, 2018, together with exhibits attached thereto; the Affidavit of Leslie Mark Greenbaum, Esq., counsel to the Plaintiff, sworn to the 7th day of December, 2018, together with exhibits attached thereto; and the Affidavit of John T. O’Brien sworn to the 12th day of December, 2018, together with exhibits attached thereto, all submitted in support of Plaintiff’s motion, and UPON READING AND FILING the Affidavit of Defendant sworn to February 1, 2019, together with exhibits attached thereto; the Affidavit of William P. Allen, sworn to February 1, 2019 and the exhibit attached thereto, and the Affirmation of Michael Reiser, Esq., counsel to the Defendant, made February 1, 2019, together with exhibits attached thereto, all in opposition to the Plaintiff’s motion; and after hearing Plaintiff’s counsel, Gross Shuman P.C., Leslie Mark Greenbaum, Esq., of counsel, in support of Plaintiff’s motion, and after hearing Defendant’s counsel, HoganWillig, Corey J. Hogan, Esq., of counsel, in opposition to Plaintiff’s motion, and after due deliberation having been had and the Court having rendered its Decision, a copy of 20f8

After review of the papers and hearing oral argument, the Court finds the following: Plaintiff moved for summary judgment for specific performance.

transaction, whether deceptive or high—pressured tactics were employed, the use of fine print in the contract, the experience and education of the party claiming unconscionability, and whether there was disparity in bargaining power, end of quote.

* Certified to be a true and accurate transcript of the minutes and/or testimony taken herein transcribed into English text through Computer 7of8 FILED: ERIE COUNTY CLERK 03m2019 09:37 ' NYSQEF Dot.

Plaintiff, Penny D. Cipolla (Plaintift) having made application to this Court for summary judgment against the Defendant, Steven Socha (Defendant), as Executor of the Estate of Joseph A. Cipolla (Decedent), for specific perfonnance of a certain Stockholders' Agreement made as 313t of the day of July, 2014, between Plaintiff, Decedent and 81 and 3 of Florida, Inc., a Florida corporation (81&3) (the

After review of the papers and hearing oral argument, the Court finds the following: Plaintiff moved for summary judgment for specific performance.

In support of the motion, the plaintiff established that as required the by stockholder's agreement, the accounting firm servicing the company determined the book value of decedent's shares of 81&3 was zero.

Quote, the procedural element of unconscionability requires an examination of the contract formation process and the alleged lack of meaningful choice.

The focus is on such matters as the size and commercial setting of the transaction, whether deceptive tactics were employed, the use or of high-pressured fine print in the contract, the experience and education of the party there quote.

to motion that practice all document relating discovery shall thereto) and non-party) (including, (party, be completed by November 30, but 2018; not and it is all limited further

to motion that practice interrogatory relating thereto) rasponses (party, be completed shall and non-party) by November (including.

to motion is further limited and it that practice all examinations relation thereto) before shall trial (party, be completed and non-party) on or before (including, February but not 28, 2019;

discicsure shall all expert [g}), date no later the the than is further of it the for Rules be completed of the Note filing rammercial (with copies.

"duplicative" and to narrow requests, and witness lists two verdict sheets that shall (after disputes (2) weeks coñsulting as to same), prior to jury one another with submit requests and selection; it to avoid to charge, is further proposed

At a Special Term of the Conunercial Division the Eighth for Judicial Part at 50 Delaware 33, held New York on March Buffalo, District, Avenue, 27, 2017. .

the Order to Show Cause granted by this Court on February 1, 2017 seeking an Order to compel the Defendant, Steven Socha (Defendant), to assign Decedent's shares as of Executor of the Estate of Joseph A. Cipolla (Decedent), in 81&3 Florida, Inc. (the "Company") to Plaintiff as of November 28, 2016 and for expedited discovery, and said application having regularly come on to be heard,

the Affidavit of Plaintiff, Penny D. Cipolla ... sworn to January 20, 2017 and the exhibits annexed thereto in support of Plaintiff's application, and upon finding due service of the Order to Show Cause; and on reading and filing the AfHeation of Diana R. Tiveron, Esq. dated March 13, 2017 rh2"ad on behalf of Defendant, in opposition to the Plaintiff's applicanon; and upon reading and filing the Reply AfBdavit of

Leslie Mark Greenbaum, Esq., of Counsel, in support of Plaintiff s application, and after hearing Defendant's counsel, Hogan Willig, Corey J. Hogan, Esq., of Counsel, in oppasinon to PlaintifPs applicnce, and after due deliberation having been had and the Court finding that the Defendant was obligated to sell to Plaintiff the Decedent's shares in the Company pursuant to paragraph 6 of a certain Stockholders' Agreement made as of July 31, 2014 amonget Plaintiff, the Decedent and the Company (the "Stockholders' Agreement); now therefore it is hereby, that application and that the Dafedet is directed

:tstion of the book value of the Decedent's shares in the Company as of August 31, 2015 to EFPR Group, LLP; and it is further,

. - Dming Se1erm·oftbis hereafter acquired by any of Ge Stockholders none Agreement, be tranh may promises and coven=ts contained of the Shares now owned or unless: - proviskes of L this Agreement; . . such transfer of Shares ...

During to tenn·oftbis Agreement, none of the Shares now ovmed or hereaf ter acquired by any of the Stosholders may be transferred unless: provisions of tis Agreement; L . such transfer of Shares shall be made in accordance wie the ...

At a Special Term of the Commercial Indicial the Eighth for Division Part at 50 Delaware 33, held New York on March Buffalo, District, Avenue, 27, 2017.

the Order to Show Cause granted by this Court on February 1, 2017 seeking an Order to compel the Defed-nt, Steven Socha (Defendant), as the Estate A, Cipolla to assign Deccdcñt's shares Executor of of Joseph (Decedent), in 81&3 of Florida, Inc. (the "Company") to Plaintiff as of November 28, 2016 and for expedited discovely, and said application having regularly come on to be heard,

Leslie Mark Greenbaum, Esq., of Counsel, in support of Plaintiff's application, and after having Defendant's counsel, Hogan Willig, Corey 1 Hogan, Esq., of Counsel, in opposition to Plaintif's application, and after due deliberation having been had and the Court fading that the Defendant was obligated to sell to Plalutiff the Decedent's shares in the Company pursuant to paragraph 6 of a certain Stockholders' Agreement made as of July 31, 2014 amongst Plaintiff the Decedent and the Compedly (the "Stockholdèit Agreerrient); now therefore itis hereby, that s application is granted and that the Defendant is directed

the Defendant shall have until June 30, 2017, as provided in paragraph 8 of the Stockholders' Agreement, to submit any dispute with respect to the computation of the book value of the Decedent's shares in the Company as of August 31, 2015 to EFPR Group, LLP; and it is further

with respect to the computation in the amount of the book value of the shares, such dispute shall be submitted to the accounting firm then servicing the company, and its decision shall be final and binding upon the parties, end of quote.

Penny D. Cipolla, Plaintiff, Steven Socha as Executor of the Estate of Joseph A. Cipolla Defendant.

Justice Presiding A conference was held on October 18, 2018, with reference to the above-captioned matter.

As a result thereof and after consultation with, and agreementamong counsel, it is hereby ORDERED, that all document discovery (party, and non-party) (including, but not limited to motion practice relating thereto) shall be completed by November 30, 2018; and it is further ORDERED, that all interrogatory responses (party, and non—party) (including, but not limited to motion practice relating thereto) shall be completed by November 30, 2018; and it is further ORDERED, that all examinations before trial (party, and non—party) (including, but not limited to motion practice relation thereto) shall be completed onor before February 28, 2019; and it is fithher ORDERED, that a status conference, Via telephone (the Court will initiate the conference call) shall be conducted on Jamaal}r 10, 2019 at 9:30 a.m. and a final pre-trial conference shall be conducted on May 16, 2019 at 9:30 a.m.; it is further ORDERED, THAT PURSUANT TO THE Statewide Rules for the Commercial Division Rule 13(0) (22YCRR 202.70 [g]), all expert disclosure shall be completed (with copies.

of expert reports provided to chambers) no later than the date of the filing of the Note of Issue and Statement of Readiness; and it is further ORDERED, that Plaintiff’s counsel shall file the Trial Note of Issue and Statement of Readiness on or before April 30, 2019; and it is further FILED: ERIE COUNTY CLERK 10m2018 10:28 ,

ORDERED, that any motion for summary judgment shall be filed and served no later than one hundred twenty (120) days form the date of filing of the Trial Note of Issue; and it is further ORDERED, that the parties shall (after consulting with one another to avoid "duplicative” requests, and to narrow disputes as to same), submit requests to charge, proposed verdict sheets and witness lists two (2) weeks prior to jury selection; and it is further ORDERED, that the motions in limine are to be made returnable the Monday prior to jury selection at 9:30 am; and it is further ORDERED, that jury selection shall take place on June 14, 2019, at 9:30 a.m., in the Erie County Courthouse, Buffalo, NY; and it is further ORDERED, that the trial in this matter shall commence on June 18, 2019 at 50 Delaware Avenue, Part 33 and shall continue (as Necessary) through June 21, 2019; and it is further ORDERED, that all dates herein are made on a date certain basis; and it is further ORDERED, that any adj ournrnents of the dates set forth herein may be obtained only with the approval of the Court.