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ANNEXATION AGREEMENT


THIS AGREEMENT is entered into this __ day of ______, 2012, by and between Monroe KJ
Consulting LLC, whose address is P.O.B. __, Monroe, NY 10949, hereinafter referred to as "MKC",
and ___________________________, with offices at ___________________________ hereinafter
referred to as Property Owner; said Agreement being as follows:

WHEREAS the Property Owner owns a parcel of land (PO Lands) of approximately __ acres
located in the Town of Monroe (Town), and abutting the Village of Kiryas Joel (Village), or
abutting other lands which abut the Village, and for which annexation from the Town to the Village
will be sought, the PO Lands having an address of ________________________ also known as Tax
Map Section __, Block __, and Lot ___, all as more specifically described in Exhibit A hereto; and

WHEREAS the Property Owner desires that MKC apply on behalf of the Property Owner for
annexation of the PO Lands from the Town into the Village (Annexation); and

WHEREAS MKC and the Property Owner understand and acknowledge that there are costs
associated with applying for and obtaining the Annexation and the Property Owner agrees to
compensate MKC for all work needed to obtain the approval of the Annexation; and

WHEREAS MKC agrees to perform, or cause to be performed, work necessary to obtain
approval of the Annexation; and

WHEREAS the Property Owner agrees to compensate MKC on a fee basis for all work related to
obtaining approval of the Annexation, as set forth in detail herein below; and

WHEREAS the Property Owner and MKC agree that MKC is being retained as an independent
contractor and is not a partner, joint venture, or employee of the Property Owner.

THEREFORE, in consideration of the mutual promises set forth herein and such additional
consideration the receipt and sufficiency of is hereby acknowledged, the parties agree as follows:


1. ANNEXATION

A. MKC shall prepare and file on behalf of the Property Owner with the Village, Town, and any
other required governmental agencies all petitions, applications and appropriate supporting materials
needed to obtain approval of the Annexation of the PO Lands into the Village, including but not
limited to the submissions required to comply with the New York State General Municipal Law, the
New York State Environmental Quality Review Act (SEQRA), the New York State Village and
Town Laws, and any other applicable state or local laws, codes, rules and regulations.

B. The Property Owner acknowledges that other property owners may also enter into contracts
with MKC in which MKC is retained to obtain annexation approval for lands owned by those
property owners. The Property Owner authorizes MKC in its sole and complete discretion to
determine whether to file a single petition for the Annexation or whether to include the Annexation
in a larger proposed annexation that would include additional lands owned by the Property Owner or
any other property owners. MKCs decision shall be final and binding on the Property Owner.

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C. The Property Owner authorizes MKC to determine, in its sole and complete discretion, when
the Annexation petition is to be filed and, if MKC is retained by one or more other property owners
to cause their lands to be annexed by the Village, whether the Annexation petition for the Property
Owner is to be submitted before, after or concurrent with petitioners for other proposed annexations.
MKCs decision shall be final and binding on the Property Owner.

D. When filed, MKC shall diligently prosecute the Annexation petition until a final non-
appealable decision is obtained. In the event that the Village or the Town fails to approve the
Annexation in whole or in part, MKC shall take whatever steps it deems to be most appropriate,
including but not limited to commencing litigation or refilling the petition for the Annexation, in
order to cause the Annexation to be approved and a final non-appealable order issued.


2. RETENTION OF COUNSEL AND CONSULTANTS

A. MKC is empowered to retain such counsel and professional consultants as MKC determines
are necessary to obtain approval of the Annexations, including but not limited to engineers,
surveyors, planners, environmental consultants, and other professionals.

B. Except as provided in Paragraphs 3 and 4, MKC shall pay all expenses, fees and costs
associated with obtaining a final decision on the proposed Annexation, including but not limited to
all fees and expenses for counsel and professional consultants, all application and filing fees, and all
other reasonably necessary costs and expenses.


3. LITIGATION

A. In the event that the Annexation is denied in whole or in part or unacceptable conditions are
imposed as determined by MKC, then the Property Owner authorizes MKC to act as the Property
Owners agent to retain counsel of MKCs choosing and commence litigation on the Property
Owners behalf to overturn the denial or the unacceptable condition.

B. In addition, if the Annexation is approved and litigation is commenced to challenge that
approval, the Property Owner hereby authorizes MKC to act as the Property Owners agent to retain
counsel of MKCs choosing in order to intervene in the litigation to defend the legality of the
challenged approval.

C. Once litigation is commenced or joined, the Property Owner authorizes MKC to act as the
Property Owners agent to manage such litigation, interact with counsel, and make decisions about
such litigation, including whether to settle.


4. COMPENSATION OF MKC

A. For its services hereunder, MKC shall be paid by the Property Owner the following sums as
base compensation: one thousand five hundred dollars ($1,500) per parcel to be proposed for
annexation, which shall be separate and apart from any expenses, costs and fees associated with any
litigation. MKC shall be paid its base compensation as follows: Seven hundred and fifty dollars
($750) per parcel due upon acceptance of this Agreement, as a retainer; seven hundred and fifty

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dollars ($750) per parcel due upon annexation approval by either the Village or the Town, even if
additional proceedings, including but not limited to litigation, are required.

B. As to any litigation authorized pursuant to Paragraph 3, then in addition to its base
compensation, MKC shall be reimbursed for all attorney fees and the costs of litigation incurred in
connection therewith, including costs for all experts and consultants. If the PO Lands have been
included with lands of another property owner or owners in a combined annexation petition, and if
litigation arises in connection with that combined annexation petition, then each Property Owner
shall pay a pro rata share of the counsel fees and litigation expenses on a per parcel basis.


5. TERM; EXCLUSIVE ARRANGEMENT

A. This Agreement shall terminate when a final non-appealable order is issued approving or
disapproving the Annexation.

B. The Property Owner agrees not to retain any other person, business, or entity to file or
prosecute an annexation petition for the PO Lands, or file or prosecute such an annexation petition
on behalf of itself for the PO Lands, for a period of five (5) years from the date of this Agreement.


6. AGENT; DUTIES OF MKC; RELEASE OF LIABILITY

A. The Property Owner hereby appoints MKC to act as the Property Owners agent to perform
and undertake all acts needed in order to obtain approval of the Annexation by any and all means
allowed by law.

B. MKC promises to use commercially reasonable efforts to obtain the approval of the
Annexation and, if necessary, to cause litigation to be commenced or joined on behalf of the
Property Owner in order to obtain or preserve approval of the Annexation, as authorized in
Paragraph 3.

C. The Property Owner expressly acknowledges that MKC cannot and does not guarantee that
the Village, the Town, or any other governmental agency or court will timely and diligently process,
act upon, or approve the Annexation or any other proposed annexation. Accordingly, the Property
Owner, on behalf of the Property Owner and all of the Property Owners heirs, assigns, transferees,
grantees, and successors of any and every type, hereby release MKC or any subsidiary, affiliate, heir,
executor, administrator, successor and permitted assign of MKC from any claim of any and every
kind and all liability, both in law and equity, arising now or in the future from or in connection with:

(1) any governmental agencys or courts grant, failure to grant, or the delay in granting the
Annexation, in whole or in part, or any other proposed annexation, in whole or in part;

(2) any action, decision, ruling, or other disposition or delay in issuing any action, decision,
ruling or other disposition by any governmental agency or court of any matter arising from or
related to the Annexation or any other proposed annexation; and

(3) Any failure to obtain approval of the Annexation or any other annexation by MKC.


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7. ARBITRATION

A. The Property Owner and MKC hereby:

(1) agree to submit to binding arbitration any dispute of any and every kind, whether in law
or equity, involving the Property Owner, MKC or any subsidiary, affiliate, heir, executor,
administrator, successor and permitted assign of either or both, arising from or in relation to
this Agreement or arising from or in connection with the Annexation or any other annexation
to the Village whether proposed or completed, including but not limited to all claims,
disputes, controversies, defenses, and counterclaims of any type or nature which have been or
could be raised in connection with any of the foregoing (collectively, the Disputes); and

(2) Designate the Rabbinical Court Mechon Lehoroah in Monsey, New York (RCML) to
act as arbitrator according to the RCMLs rules and practices. The RCML shall be the sole
tribunal to render decisions to resolve any and all Disputes and no other judicial or
administrative tribunal shall have any power to resolve the Disputes or have any power to
review, modify, or reverse any decision of the RCML in whole or in part.

B. The RCML shall be empowered, in addition to all other authority it possesses: to issue orders
for discovery (including but not limited to production of documents); to issue orders to compel the
appearance of any party; and to issue orders to compel the testimony of witnesses and production of
evidence. If any party fails to comply with such orders in whole or in part, the RCML can order
appropriate relief as to any party, including but not limited to requiring the party failing to comply to
pay costs and expenses; precluding or limiting introduction of evidence and arguments; and issuing
of a final decision by default. The RCML is empowered to issue interim and partial relief and other
orders during the pendency of the arbitration.

C. The RCML may base its decision upon Din Torah, compromise, or any basis the RCML
deems appropriate. The final decision of the RCML shall be in writing (but need not be notarized).

D. The RCML in its sole discretion may order that a court reporter be retained to prepare a
transcript of any or all of the proceedings and the Property Owner and MKC shall pay such costs in
equal amounts. The RCML may conduct its proceedings on Sundays and legal holidays.

E. The Property Owner and MKC are entitled to be represented by attorneys and/or advisors at
all RCML proceedings.

F. If after the issuance of an interim or final decision by the RCML, a further Dispute arises
between the Property Owner and MKC with regard to the interpretation of such interim or final
Decision, or if either party seeks to reargue for any reason, RCML shall be the sole body empowered
to rule upon such dispute or motion and the decision of the RCML shall be final, non-appealable,
and not subject to judicial review, other than in confirming the award. If the Property Owner or
MKC believes that a decision of the RCML does not fully resolve a Dispute, the RCML will be the
sole and exclusive tribunal to decide whether the decision in question has fully resolved the Dispute.

G. All decisions and orders of the RCML shall be final and binding upon the parties and are
non-appealable in any religious Court or any secular Court of any nation, including but not limited to
any final order or decision and any interim order or decision, including but not limited to any
decision regarding discovery, admissibility of evidence, or compulsion of a witness to testify.

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H. As to any matter which will be or could have been raised in connection with the arbitrator or
any Disputes, the decision of the Rabbinical Court shall be res judicata and any party hereto shall be
barred by collateral estoppel from any attempt to litigate or otherwise raise that Dispute in any other
religious or secular judicial or administrative action or proceeding in any nation.

I. The Property Owner and MKC agree that the courts of the State of New York shall have
jurisdiction over any proceeding brought to enforce the terms of any decision issued by the RCML.

J. The Property Owner and MKC shall each pay half of the fees of the RCML.


8. MISCELLANEOUS

A. Each of the parties hereto has the full power and legal authority to enter into this Agreement.

B. By executing this Agreement, each party covenants and represents to the other party that:

(1) there is no judicial or administrative order or decision, pending litigation or proceeding,
statute, rule, local or other law, covenant, contract, will, trust, or other decision or instrument
of any kind that prohibits the party from entering into this Agreement or preventing or
impairing it from performing its obligations hereunder whether in the US or any other nation;

(2) that all required conditions precedent to execution of this Agreement, if any, have been
satisfied, including but not limited to calling of any required meeting and adoption of any
required corporate or other resolution;

(3) That the person executing this Agreement on behalf of the party is duly authorized to
bind the party to the terms of this Agreement; and

(4) Once executed, this Agreement shall be final and binding upon the parties hereto and (to
the extent applicable to it) each partys owners, principals, members, officers, directors,
employees, agents, legal representatives, accountants, and beneficiaries.

C. All notices, demands and other communications required or permitted to be given hereunder
shall be in writing and shall be deemed to have been properly given if delivered by hand or by
Federal Express courier or by United States registered or certified mail, with postage prepaid, to the
other party, as the case may be, at their addresses first above written, or at such other addresses as
they may designate by notice hereunder.

D. This Agreement is not assignable by either party without the prior written consent of the
other party. Any attempted assignment without the prior written consent of the other party shall be
null and void. Either party shall be entitled to assign its interest hereunder to a LLC, corporation,
partnership, or other business entity controlled by that party with the prior written consent of the
other party, which consent shall not be unreasonably delayed, conditioned or withheld.

E. All oral or written statements, representations, promises, and agreements of Seller and
Purchaser are merged into and superseded by this Agreement, which alone fully and completely
expresses their agreement.

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F. This Agreement may not be altered, amended, changed, waived, or modified in any respect or
particular unless the same shall be in writing signed by the parties.

G. The Property Owner agrees to execute any and all documents presented by MKC that are
reasonably required to be executed to enable MKC to perform its duties hereunder.

H. The captions hereof are for convenience only and are not to be considered in construing this
Agreement.

I. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and permitted assigns.

Dated: ____________________


______________________________________


BY: __________________________________

______________________________________


Monroe KJ Consulting LLC

BY: __________________________________

________________________________________, Member


STATE OF NEW YORK )
).SS:
COUNTY OF ORANGE )
On this ____ day of ______, 20__, before me, the undersigned, a Notary Public in and for said
State, personally appeared _______________, personally known to me or provided to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the
instrument.
________________________________________
Notary Public of the State of New York


STATE OF NEW YORK )
).SS:
COUNTY OF ORANGE )
On this ____ day of _______, 20__, before me, the undersigned, a Notary Public in and for said
State, personally appeared _______________, personally known to me or provided to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the
instrument.
________________________________________
Notary Public of the State of New York