James contract

PROMISSORY NOTE Place of Execution: Orlando, FL. Date of Execution: January 15,2016 Effective Date: January 15,2016

$196,822.00

FOR VALUE RECEIVED, the undersigned ("Maker") promises to pay to RICHARD HARARY, his successors and assigns (hereinafter called "Payee" which term shall include any subsequent holder hereof) in the manner hereinafter specified, the principal sum of One Hundred Ninety Six Thousand Eight Hundred Twenty Two and No/100 Dollars ($196,822.00), without interest except if Default Rate applies. Said principal and interest shall be payable in lawful money of the United States of America at7524 CurrencyDrive, Orlando, FL32809, or at such a place as may hereafterbe designated by written notice from the Payee to the Maker hereof, on the dates and in the manner following:

(a)

Principal shall be payable in twenty (20) yearly installments in the amount of annual payments of Nine Thousand Eight Hundred Forty One and l0/100 Dollars ($9,84 1 . 1 0) on the I 3ft day of each year beginn ing I antary 2017 -

(b)

The remaining principal shall be due and payable on annual basis thereafter.

Prepavment. The Maker shall have the privilege of prepaying this Note, in part or in full, at any time, without penalty; provided that any prepayments made hereunder shall be applied against principal then last to become due under this Note. Prepayment in part shall not affect, vary, or postpone the duty of Maker to pay all obligations when due.

Late Pavment. In the event any payment due hereunder shall not be paid within five (5) days the due date thereof, Maker shall pay a late charge in the amount of Five Percent (5.0) of the past due Pa;rrnent'

Acceleration. If default be made in the payment of any of the sums or interest mentioned herein and said payment is not made within fifteen (15) days of its due date then the entire principal sum and accrued interest shall, at the option of the Payee hereof, become at once due and collectible without notice, time being of the essence; and said principal sum and accrued interest shall both bear interest from such time until paid at the "Default Rate" as hereinafter defined. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in the event of any subsequent default. For purposes of this Note the "Default Rate" shall mean the highest rate of interest permitted by appropriate law in State of Florida.

Anything contained herein to the contrary notwithstanding, if for any reason the effective rate of interest on this Note should exceed the maximum lawful rate, the effective rate shall be deemed reduced to and shall be such maximum lawful rate, and any sums of interest which have been collected in excess of such maximum lawful rate shall be applied as a credit against the unpaid balance due hereunder.

Waivers. Attornevs' Fees and Costs. Maker and all sureties, endorsers and guarantors, hereby waive presentment, protest, notice, notice of protest and notice of dishonor and agrees to pay all costs, including reasonable attorneys' fees, whether suit be brought or not, and in the event of appeal, if, after maturity of this Note or default hereunder, counsel shall be employed to collect this Note.

Apnlicable Law. This Note is to be construed according to the laws of the State of Florida.

Maker. The term "Maker" as used herein, in every instance shall include the Maker's heirs, executors, administrators, successors, legal representatives and assigns, and shall denote the singular

andlor plural, the masculine and/or feminine, and natural and/or artificial persons whenever and wherever the context so requires or admits.

Waiver of Jurv Trial. THE PAYEE AND THE MAI(ER HEREBY WAIVE THE RIGHT TO AI\TY JURY TRIAL IN ANY ACTION, PROCEEDING OR COT]NTERCLAIM BROUGIIT

BY EITHER THE PAYEE OR TIIE MAKER AGAINST THE OTHER.

MAKER: By: James Cohen

SSN#: $?.i.**4.2 Address:

FLORIDA ) ORANGE )

STATE OF COTINTY OF

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11 day of January ,2ll6,by James

The foregoing instrument was acknowledged before me this Cohen, who is personally known to me or who has produced OnAv^ identification and who did (did not) take an oath.

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fNotary Seal] SHASTA RUSSE MIJNtr MY COMMtSStOl.t

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EE 171285

EXPIBES: February 20, 2016 Bonded Ihru NdaryPublic Undemilers

Printed Name My Commission Expires' Ge,i

AGREEME,NT

This ("Agreement") is made,mr ("Harary") and James Cohen ("Cohen").

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day of January, 20l6,between Richard Harary

RECITALS:

A.

WHEREAS, Harary is the sole owner of MARCO STORES, LLC (dlbla MACRO BABY), a Florida limited liability company ("LLC");

B.

WHEREAS, Cohen acknowledge that he stole andlor embezzled from Harary and/or the LLC $1,413,822.00 ("Funds");

C.

WHEREAS, Cohen used a portion of the Funds to purchase various items for his own benefit including real property (i.e., residence located at 7523 Seurat Street, Unit ll2}l, Orlando, FL and residence located at 5120 Conroy Road, Unit 37, Orlando, FL) and cars (i.e.,2002 BMW and2011 Mercedes C300); and

D.

WHEREAS, the undersigned parties have resolved the dispute as set forth under

the terms herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt of which is acknowledged, it is agreed as follows:

1.

Recitals. The foregoing recitals are true and correct and made part

of this

agreement.

2.

Cohen acknowledges that he is the sole manager and member of HNVC Enterprises , LLC ("HNVC), a Florida limited liability company and Cohen used $208,000.00 of the Funds to purchase the following real estate under the HNVC's name: (i) residence located at 7523 Seurat Street, Unit 11201, Orlando, FL and (ii) residence located at 5120 Conroy Road, TJnit 37, Orlando, FL. Cohen has executed and delivered a deed in favor of Harary conveying the aforementioned real estate to Harary.

In addition to the conveyance to Harary of the aforementioned real property, 3.

Cohen has also returned to Harary the following: (i) $240,000.00 on December 21,2015, (iD $21 1 ,200.00 on December 23 , 2015, (iii) I 9,000.00 in cashiers check on Decemb er 23 , 2015, (iv) $47,000.00 in cashiers checks on December 24, 2015, (v) $463,900.00 on January 8, 2016, and (vi) title to the Mercedes. As of this date of this Agreement, Cohen still owes Harary 5196,822.00 which is the remaining unpaid amount from the original Funds.

4.

Cohen agrees to return to Harary upon execution of this Agreement title to the 2002 BMW. Cohen acknowledges voluntarily delivering to Harary a laptop and phone which contains substantiating documents and LLC related documents and Cohen further Page 1 of3

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acknowledges that such laptop and phone are now the personal property of Harary.

5.

Cohen has agreed to repay the $196,822.00 over a 2A year term and has executed, or will execute, the Promissory Note in the form attached hereto.

6.

In addition to the above, Cohen agrees to keep Harary (or in the alternative Alan Moncarsz) notified of Cohen's current address and whereabouts on a routine basis until the fuIl repayment of the Promissory Note. In addition, if Cohen intends to come to Orlando regardless of whether for business, pleasure or for any reason whatsoever, he must notiff Harary in writing (via US certified mail or Federal Express) no later than 15 days prior to such visit along with the date and time of Cohen's anticipated arrival to Orlando.

7.

Cohen hereby releases, waives, acquits and forever discharges Harary and/or

LLC from any and all manner of action and actions, suits, debts, claims, liabilities, controversies, damages, and demands, whether in law or equity, whether known or unknown, whether presently possessed or to be possessed in the future, whether foreseen or unforeseen, whether liability be direct or indirect, whether liquidated or unliquidated, whether presently accrued or to accrue hereafter, whether absolute or contingent, developed or undeveloped, and whether or not previously asserted, which Cohen may have had or might now have against Harary and/or the LLC.

8.

This Agreement may be executed in any of one or more counterparts. Each of which shall be deemed original, but all of which together shall be one in the same instrument.

9.

In the event of any legal action arising out of this Agreement, the losing party shall pay the prevailing party its reasonable costs and attorney's fees (including its reasonable costs and attomey's fees on any appeal).

10.

Cohen indemnifies Harary and/or the LLC and shall hold the same harmless from all debts, claims, actions, losses, damages, and attorney fees, now existing or that may arise (including without limitation tax liabilities) in connection with Cohen's obligations and delivery of the assets set forth above.

1 1.

This Agreement is intended as the finaI, complete, and exclusive statement of the terms of the parties' agreement. This Agreement supersedes all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings of the parties and their respective agents or representatives. This Agreement cannot be modified m any respect except in a writing signed by the parties hereto.

12. Benefit and Applicable Law and Jurisdiction. This Agreement shall be binding upon and shall inure to the benefit ofthe parties and their legal representatives, successors, heirs, and assigns. This Agreement shall be construed under and in accordance with the laws of the State of Florida. The parties acknowledge and agree that the exclusive jurisdiction to hear and determine any claims or disputes between the parties hereto in any way relating to this Agreement shall be in the State of Florida, in the state courts for Orange County, Florida.

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IN WITNESS WHEREOF, the parties or their duly authorized representatives hereto have executed this Agreement as of the Effective date written herein above.

Name: Piat Do

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aA-<Dat/*ay: Richard Harary, individually and as Manager of the above LLC Address: 7524 Currency Drive Orlando, FL 32809

James Cohen

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LEGAL AFFIDAVIT The State of Florida

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) S.S. County of Orange

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I. James Cohen, of Orlando, Florida, MAKE OATH AND SAY THAT:

1.

I. James Cohen, fully swear under the penalty of perjury that I will stay outside of Orlando Florida for the Period of 30 years, unless authorized to come to Orlando, by Richard Harary and one of the following acting together: Alan Moncarsz and/or George Menoni.

2.

I, James Cohen, fully swear under the penalty of perjury that I will not try to obtain any firearms for the next 30 years.

3

.

l, James Cohen, fully swear under the penalty of perjury that I maintain my residence in one of the following places for the next 5 years: Mexico, Guatemala or Israel.

4.

I, James Cohen. fully swear under the penaltl, of perjury that I inform Alan Moncarsz, andlor George Menoni of my current residence address for the next 5 years.

Every lOth of each month I will call either Alan Moncarsz or George Menoni to report my current residence address.

5.

I, James Cohen, fully swear under the penalty of perjury that I will not commit any fraud or try to harrn anyone, for the perpetuity of my life.

SUBSCRIBED AND SWORN TO BEFORE ME, on the slugrA RuSsEMUNlz MY COMMISSION # EE 171265

EXPIRES: February 20, 2016 Bonded Thru Notay Public Undemiters

My Commission expires:

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James Cohen - Final Checklist Final House Search(With James outside the House)- Get all lmportant Docs Get any Documents from RH, Alan or George Get all Pictures Sien BMW Title Sisn Mercedes over to Jaimito Get Jaimito Tickets and Records of the Car Sign

full Power of Attorney to George and one to Samy

Title Mustane Sien Over to Alan Moncarsz lcloud Los in

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Address of Sinagoge He goes in Mexico

Address in Mexico Donation form of all Furniture to Chabad Contract to stay out of Orlando Stay in lsrael or Mexico

Contract giving Back lphone 5 and laptop return to George f Take him to airport To final Boarding To Mexico City

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Donation Form

Date: 01/15 /201,6

Donor Name: James Cohen - 7855 Sugar Bend Drive, Orlando

FL 32819

Contents:

Receiver lnformation:

Signature: James Cohen

signature(Receiver)

W ${ASTARJSSEII{Jl'lE MY COMMISSION

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EE 171285

EXPIHES: February 20, 2016 Sooded Ihru Notary Publh Undemttes

Witness:

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Dare: 01/15/2016

Donor Name: James Cohen - 7855 Sugar Bend Drive, Orlando

FL 32819

Contents:

Mac Laptop lphone 65

Signature(Receiver)

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SHNTAFUSSEMT'}flz MY COMMTSSToN # EE 171285

EXPIBES: February 20, 2016

Witness:

2