SP Lawsuit

CV-2022-06-1899 ROWLANDS, MARY MARGARET 06/08/2022 10:55:31 AM CMCO Page 1 of 54
IN THE COURT OF COMMON PLEAS

SUMMIT COUNTY, OHIO
SP INVESTMENT SERVICES, LLC CASE NO.

16295 Tamiami Trail, Suite 422
Ft. Myers, Florida 33908 JUDGE
Plaintiff,
v.
THE AEM SERVICES, LLC COMPLAINT FOR COGNOVIT JUDGMENT,

do Mark Dente, Statutory Agent FRAUDULENT
498 Weston Court MISREPRESENTATION/CONCEALMENT,
Copley, Ohio 44321 CIVIL CONSPIRACY, FRAUDULENT
CONVEYANCE AND TRANSFER, BREACH OF
And SECURITY AGREEMENT, AND APPOINTMENT
OF A RECEIVER
MARK DENTE
498 Weston Court
Copley, Ohio 44321 JURY TRIAL REQUESTED
And
JASON RAMUS
4870 Shady Knoll Avenue, NW
Massillon, Ohio 44646
And
MARK GATHAGAN
489 Weston Court
Copley, Ohio 44321
And
BRIAN BUCKRAM
4415 Swan Lake Drive
Akron, Ohio 44333
And
ANTHONY DENTE
498 Weston Court
Copley, Ohio 44321
18417646 _1
Sandra Kurt, Summit County Clerk of Courts

And
MARK AND SHARON DENTE

LIVING TRUST
498 Weston Court
Copley, Ohio 44321
And
AEM REAL ESTATE GROUP, LLC

c/o ANTHONY DENTE,
Statutory Agent
498 Weston Court
Copley, Ohio 44321
And
AEM INVESTMENTS, LLC

c/o MARK DENTE, Statutory Agent
2998 W. Market Street
Fairlawn, Ohio 44333
Defendants.
THE PARTIES
Plaintiff, SP Investment Services, LLC ("SP Investment"), for its Complaint against the
Defendants states the following:
1. SP Investment is an Ohio limited liability company whose principal place of
business is located in Ft. Myers, Florida. (Seibert Aff., ¶ 3).1
2. The AEM Services, LLC ("AEM") is a limited liability company formed under the
laws of the State of Ohio with its principal place of business located at 2998 West Market Street,
Akron, Ohio.
The Affidavit of Darrel L. Seibert II, the Managing Member of Plaintiff SP Investment Services, LLC, in Support
of Cognovit Judgment is attached and incorporated by reference into this Complaint.
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3. Mark Dente, an individual who resides in Copley, Ohio is the owner and/or
managing member of AEM. According to the Ohio Secretary of State's records, Mark Dente is
the registered statutory agent for AEM.
4. Jason Ramus ("Ramus") is an individual employed by AEM who holds the title of
Vice President of Business Development and National Wholesale for AEM at all times relevant to
this Complaint.
5. Mark Gathagan ("Gathagan"), an individual who resides in Copley, Ohio, is
employed by AEM with the title of Vice President of Capital Investment and Finance.
6. Brian Buckham ("Buckham"), an individual who resides in Copley, Ohio, is
employed by AEM with the title of President and Chief Operating Officer.
7. Anthony Dente, an individual who resides in Copley, Ohio, is employed by AEM
and is also the son of Mark Dente.
8. The Mark and Sharon Dente Living Trust ("Trust") is a Trust set up under Ohio
law which has been illegally and fraudulently used by Mark Dente to hide funds and/or assets
fraudulently obtained from SP Investment and/or used to fraudulently conceal assets fraudulently
obtained from SP Investment and others as part of a scheme perpetrated by AEM on SP
Investment.
9. AEM Real Estate Group, LLC ("AEM Real Estate") is an Ohio limited liability
company owned by Mark Dente and/or Anthony Dente which was formed and used to fraudulently
transfer and conceal AEM assets from creditors of AEM.
10. AEM Investments, LLC ("AEM Investments") is an Ohio limited liability company
formed and owned by Mark Dente and used to fraudulently transfer and conceal AEM assets from
creditors of AEM, including the residence of Ramus in Massillon, Ohio.
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JURISDICTION AND VENUE
11. The Summit County Court of Common Pleas has subject matter jurisdiction over
this action because SP Investment's claims arose under the laws of the State of Ohio; and,
specifically, in Summit County, Ohio.
12. The Summit County Court of Common Pleas has personal jurisdiction over all of
the Defendants because the Defendants reside in Summit County and/or maintain their offices and
businesses in Summit County, Ohio.
13. Venue is proper in Summit County, Ohio each Cognovit Promissory Note attached
to the Complaint was executed in Summit County, Ohio and identifies Summit County, Ohio as
the agreed upon venue for any litigation and/or dispute.
STATEMENT OF FACTS
14. AEM, through Mark Dente, represented to SP Investment that AEM developed a
significant wholesale real estate business in which AEM enters into purchase agreements for non-
performing real estate assets with various banks, lending institutions, and private parties and
immediately or within a very short period of time resells the property to another investor and/or
end user. These transactions have been described as Short-Term Real Estate Transactions ("ST
Transactions"). (Seibert Aff., ¶ 4).
15. In early 2020, AEM, through Mark Dente, represented to SP Investment that AEM
sought to increase the number of ST Transactions it completes each year and further desired to
obtain additional properties from new banks for ST Transactions. AEM approached SP
Investment regarding AEM's ability to generate additional funds to be used by AEM to enter into
additional ST Transactions. (Seibert Aff., ¶ 5).
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16. AEM, through Mark Dente, specifically represented to SP Investment and agreed
that AEM would contribute an amount equal to funds provided by SP Investment for each and
every ST Transaction. (Seibert Aff., ¶ 6).
17. AEM executed and delivered three (3) Cognovit Promissory Notes to SP
Investment for all funds provided by SP Investment which were also secured by Mark Dente, in
his individual capacity. (Seibert Aff., ¶ 7).
18. AEM provided SP Investment with a Security Agreement, dated February 18, 2020
(the "Security Agreement"), granting and pledging full security of all funds provided by SP
Investment for ST Transactions. AEM further agreed to account for the funds generated through
short-term transactions using SP Investment funds. A true and accurate copy of the Security
Agreement is attached as Exhibit 1, and incorporated herein by reference. (Seibert Aff., ¶ 8). A
true and accurate copy of the UCC Financing Statement, dated April 24, 2020 and appearing as
FS Number OH00239219737 (the "UCC Filing"), filed by SP Investment with the Ohio Secretary
of State is attached as Exhibit 2, and incorporated herein by reference. (Seibert Aff., ¶ 8).
19. The UCC Filing granted SP Investment a blanket security interest in all of AEM's
assets. (Exhibit 2).
20. AEM, through Mark Dente, provided SP Investment with a list of proposed ST
Transactions by property which were then used to fully secure and/or cover the amount of the three
(3) Cognovit Promissory Notes issued by AEM to SP Investment. AEM promised and represented
that each separate item in the "Appendix" to the Cognovit Promissory Notes represented a separate
ST transaction involving a specifically-identifiable property in which AEM and SP Investment's
funds were used to acquire the property and then receive a portion of the profits obtained from the
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sale of the property to a third-party and/or end-user pursuant to the terms of their agreement.
(Seibert Aff., ¶ 9).
21. AEM has subsequently breached the terms of the three (3) Cognovit Promissory
Notes issued to SP Investment as identified in this Complaint, thereby entitling SP Investment to
cognovit judgment against AEM and Mark Dente, jointly and severally.
22. AEM further breached the Security Agreement with SP Investment by failing and
refusing to provide an accounting of funds from ST Transactions and by failing to provide
documents that support the ST Transactions.
COUNT I
(JUDGMENT ON COGNOVIT PROMISSORY NOTES
AGAINST THE AEM SERVICES, LLC AND MARK DENTE)
23. SP Investment incorporates by reference all of the allegations contained in
Paragraph 1 through 22 of this Complaint as if fully rewritten herein.
24. On February 24 2022, Defendants AEM and Mark Dente, as Makers, jointly and
severally executed and delivered a Cognovit Promissory Note ("Note 1") to SP Investment under
which AEM and Mark Dente promised to pay SP Investment the principal sum of Nine Million
Nine Hundred Twenty-Six Thousand Dollars ($9,926,000.00), plus profit of Eight Hundred
Ninety-Three Thousand Three Hundred Forty Dollars ($893,340.00) on April 24, 2022. A true
and accurate copy of Note 1 is attached as Exhibit 3, and incorporated herein by reference.
(Seibert Aff., ¶ 10). The original version of Note 1 shall be submitted to the Court in conjunction
with the procedures for obtaining a cognovit monetary judgment.2
2 Pursuant to Ohio Evidentiary Rule 201, this Court is permitted to take judicial notice of a similar cognovit judgment
secured against AEM and Mark Dente under virtually identical cognovit promissory notes. (See, Summit County
Court of Common Pleas Case No. CV-2022-05-1648 before the Honorable Judge Kathryn Michael.) (See also,
judgment lien number JL-2022-5477.)
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25. After Note 1 was executed, but before the maturity date, certain individuals who
supplied funds to SP Investment voluntarily decided to contract directly with AEM, thereby
reducing the corresponding amounts due and owing by AEM and Mark Dente, jointly and
severally, under Note 1 to Seven Million Nine Hundred Fifty-One Thousand Dollars
($7,951,000.00), plus a reduced profit of Seven Hundred Seventy-Four Thousand Eight Hundred
Thirty-Eight Dollars ($774,838.00). Note 1 has matured and AEM and Mark Dente jointly and
severally owe the principal amount of $8,725,838.00 to SP Investment. (Seibert Aff., ¶ 11).
26. The Appendix to Note 1 references, by monetary value and purported profit
amount, a list of alleged properties in ST Transactions securing Note 1 and SP Investment's portion
of the profits from each of those transactions. AEM and Mark Dente did not disclose the address
of each property referenced in the Appendix to Note 1. (Seibert Aff., ¶ 12).
27. On January 10, 2022, Defendants AEM and Mark Dente, as Makers, jointly and
severally executed and delivered a Cognovit Promissory Note ("Note 2") to SP Investment under
which AEM and Mark Dente promised to pay SP Investment the principal sum of Two Million
Ninety-Six Thousand Five Hundred Dollars ($2,096,500.00), plus profit of Four Hundred
Nineteen Thousand Three Hundred Dollars ($419,300.00) on February 25, 2022. A true and
accurate copy of Note 2 is attached as Exhibit 4, and incorporate herein by reference. (Seibert
Aff., ¶ 13). The original version of Note 2 shall be submitted to the Court in conjunction with the
procedures for obtaining a cognovit monetary judgment. (See Footnote No. 1.)
28. As of the maturity date for Note 2, AEM and Mark Dente were jointly and severally
liable to SP Investment in the principal amount of $2,515,800.00. However, after Note 2 matured,
but prior to the note being in default, an individual who supplied funds to SP Investment
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voluntarily decided to contract directly with AEM, thereby reducing the principal amount owed
by AEM and Mark Dente under Note 2 by $151,000.00 to $2,364,800.00. (Seibert Aff., ¶ 14).
29. Note 2 has matured and AEM and Mark Dente jointly and severally owe the
principal amount of $2,364,800.00 to SP Investment. (Seibert Aff., ¶ 15).
31. On March 8, 2022, AEM and Mark Dente, as Makers, jointly and severally
executed and delivered a Cognovit Promissory Note ("Note 3") to SP Investment under which
AEM and Mark Dente promised to pay SP Investment the principal sum of Sixty-Eight Thousand
Dollars ($68,000.00), plus profit of Ten Thousand Two Hundred Dollars ($10,200.00) on May 8,
2022. A true and accurate copy of Note 3 is attached as Exhibit 5, and incorporated herein by
reference. (Seibert Aff., ¶ 17). The original version of Note 3 shall be submitted to the Court in
conjunction with the procedures for obtaining a cognovit monetary judgment. (See Footnote No.
1.)
principal amount of $78,200.00 to SP Investment. (Seibert Aff., ¶ 18).
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34. SP Investment provided funds for AEM to use in ST Transactions as identified and
memorialized by the Cognovit Promissory Notes. (Seibert Aff., ¶ 20).
35. The aggregate principal amount due under the three (3) Cognovit Promissory Notes
is Eleven Million One Hundred Sixty-Eight Thousand Eight Hundred Thirty-Eight Dollars
($1 1,1 68,838.00) (the "Outstanding Balance"). The Outstanding Balance remains due, owing, and
outstanding from AEM and Mark Dente to SP Investment. (Seibert Aff., ¶ 21). Notes 1, 2, and 3
are collectively referred to as the "Cognovit Promissory Notes."
36. Each of the Cognovit Promissory Notes was executed by Mark Dente, as Managing
Member of AEM, and in his individual capacity. (Seibert Aff., ¶ 18). (Exhibits 3, 4, and 5.)
37. Each of the Cognovit Promissory Notes have matured and are immediately due and
owing to SP Investment. (Seibert Aff., ¶ 22). (Exhibits 3, 4, and 5.)
38. AEM and Mark Dente have failed to pay the Outstanding Balance under the
Cognovit Promissory Notes. (Seibert Aff., ¶ 24). By virtue of AEM's and Mark Dente's
continuous default, AEM and Mark Dente are immediately obligated to pay SP Investment the
Outstanding Balance, together with post-judgment interest.
39. The Cognovit Promissory Notes contain the Warrants of Attorney provisions
authorizing confession of judgment. The Cognovit Promissory Notes do not arise out of a
consumer loan, consumer transaction, or household purpose. (Seibert Aff., ¶ 25).
40. The Cognovit Promissory Notes contain, before the signature of AEM and Mark
Dente in distinctive type or marking, the notice and warning required by R.C. § 2323.13(D).
41. As a direct and proximate result of AEM's and Mark Dente's default under the
terms of the three (3) Cognovit Promissory Notes, SP Investment is entitled to a Cognovit
Monetary Judgment on the Cognovit Promissory Notes against AEM and Mark Dente, jointly and
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severally, in the aggregate principal amount of Eleven Million One Hundred Sixty-Eight Thousand
Eight Hundred Thirty-Eight Dollars ($11,168,838.00), together with post-judgment interest at the
Ohio statutory interest rate as set forth in R.C. § 1343.03 and § 5703.47.
COUNT II
(FRAUDULENT MISREPRESENTATION/CONCEALMENT AGAINST DEFENDANTS
THE AEM SERVICES, LLC, MARK DENTE, JASON RAMUS, MARK GATHAGAN,
AND BRIAN BUCKHAM)
43. Defendants AEM, Mark Dente, Ramus, Gathagan, and Buckham represented AEM
as a successful wholesale real estate business that completed thousands of ST Transactions each
year.
44. Defendants AEM, Mark Dente, Ramus, Gathagan, and Buckham represented AEM
would match the monetary contributions provided by individuals and companies, like SP
Investment, in any ST Transaction, and represented that AEM would then receive a share of the
profits from each ST Transaction with any individual or entity, like SP Investment, who invested
funds for ST Transactions.
45. AEM, through Mark Dente, represented AEM had relationships with numerous
banks, including the list of banks identified in Exhibit "A" to the Security Agreement ( Exhibit 1 .
Exhibit "A") and represented that AEM had five hundred (500) or more purchasers for the
properties AEM obtained from banks and other sources for ST Transactions.
46. AEM, through Mark Dente, Ramus, Gathagan and Buckham, represented that it
could complete additional ST Transactions with individuals and corporate investors, like SP
Investment, if those individuals and corporate entities contributed additional funds to AEM for ST
Transactions.
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47. AEM then subsequently secured money provided by individuals or entities, like SP
Investment, for ST Transactions with a cognovit promissory note that contained an appendix
referencing, by value and profit amount, each and every ST Transaction that was being used to
secure that note. Upon information and belief, SP Investment now believes that ST Transactions
identified by Mark Dente, Ramus and AEM in the appendix to each cognovit promissory note did
not actually exist.
48. The representations of AEM, through Mark Dente, Ramus, Gathagan and
Buckham, were false; and, all of these Defendants knew such representations were false.
49. AEM, through Mark Dente, Ramus, Gathagan, and Buckham, made false
representations to SP Investment with the intent to cause SP Investment to rely upon those false
and fraudulent representations in inducing SP Investment to contribute funds to AEM.
50. SP Investment did, in fact, justifiably rely upon the false and fraudulent
representations of AEM, Mark Dente, Ramus, Gathagan, and Buckham, especially, the
representation that AEM matched the contributions made by SP Investment for each ST
Transaction and the representations of each ST Transaction identified in the Appendix to each
Cognovit Promissory Note, which represented a separate property subject to a ST
Transaction. The representations made by AEM, Mark Dente, Ramus, Gathagan, and Buckham
were intentional, reckless and/or malicious.
51. As a direct and proximate result of the intentional, reckless and malicious
fraudulent representations of Defendants AEM, Mark Dente, Ramus, Gathagan, and Buckham, SP
Investment has been damaged in an amount in excess of Twenty-Five Thousand Dollars
($25,000.00); specifically, Eleven Million One Hundred Sixty-Eight Thousand Eight Hundred
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Thirty-Eight Dollars ($11,168,838.00) and is entitled to post-judgment interest and punitive
damages.3
COUNT HI
(CIVIL CONSPIRACY AGAINST THE AEM SERVICES, LLC, MARK DENTE, JASON
RAMUS, MARK GATHAGAN, AND BRIAN BUCKHAM)
53. AEM, Mark Dente, Ramus, Gathagan, and Buckham joined together to conspire to
defraud SP Investment by using intentionally false information in the form of intentionally false
emails, texts, and cell phone communications to mislead and defraud SP Investment.
54. AEM, Mark Dente, Ramus, Gathagan, and Buckham benefitted from their
conspiracy through the payment of salaries, benefits, and distribution of profits from AEM and for
the purchase of such items as:
A. A lake house located at 4163 Melcher Avenue, Akron, Ohio 44139 [Summit
County Permanent Parcel Number 2600471], used by Mark Dente and titled in the name of AEM
in an attempt to avoid creditors; and
B. The personal home of Ramus and his wife, Buckham's daughter, located at
4870 Shady Knoll Avenue NW, Massillon, Ohio 44646 [Stark County Permanent Parcel Number
1622007] titled in the name of AEM Investments in an attempt to avoid creditors.
55. The conduct of Defendants AEM, Mark Dente, Ramus, Gathagan, and Buckham
constitute civil conspiracy in furthering their fraudulent scheme to deprive SP Investment of
3 The Cognovit Promissory Notes do not contain an integration provision. The false and fraudulent representations
made by Defendants AEM, Mark Dente, Ramus, Gathagan, and Buckham constitute a separate tort claim entitling SP
Investment to punitive damages.
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money intended for ST Transactions. Defendants' conduct was intentional, reckless and
malicious.
56. As a direct and proximate result of Defendants' civil conspiracy, SP Investment has
been damaged in an amount in excess of Twenty-Five Thousand Dollars ($25,000.00); specifically
Eleven Million One Hundred Sixty-Eight Thousand Eight Hundred Thirty-Eight Dollars
($11,168,838.00) and is entitled to post-judgment interest and punitive damages.
COUNT IV
(FRAUDULENT CONVEYANCE AND TRANSFER
AGAINST THE AEM REAL ESTATE GROUP, LLC, MARK DENTE,
AND ANTHONY DENTE)
58. Mark Dente and/or his son, Anthony Dente, organized AEM Real Estate in
November of 2020.
59. Mark Dente and/or his son, Anthony Dente fraudulently conveyed and transferred
and/or conspired to convey and transfer assets of AEM to AEM Real Estate in an attempt to avoid
creditors, like SP Investment. Upon information and belief, the transfer of assets by AEM, Mark
Dente, and/or Anthony Dene to AEM Real Estate, without receiving any payment of money or
other consideration for the transfer of those assets, rendered AEM insolvent and unable to pay the
debts of AEM's creditors as those debts became due.
60. AEM's conveyance and transfer of assets to AEM Real Estate was fraudulent and
violated R.C. Title 1336, and in particular R.C. § 1336.04 and § 1336.05.
61. As a direct and proximate result of the fraudulent conveyance and transfer of AEM
assets by AEM, Mark Dente, and Anthony Dente to AEM Real Estate, SP Investment has been
damaged in an amount in excess of Twenty-Five Thousand Dollars ($25,000.00); and more
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specifically, an amount up to and including Eleven Million One Hundred Sixty-Eight Thousand
Eight Hundred Thirty-Eight Dollars ($11,168,838.00).
62. As set forth in Counts VIII and IX of this Complaint, SP Investment is further
entitled to the appointment of a receiver to take control of the asset and business operations of
AEM Real Estate.
COUNT V
(FRAUDULENT CONVEYANCE AND TRANSFER
AGAINST AEM INVESTMENTS, LLC AND MARK DENTE)
64. Mark Dente organized AEM Investments in March of 2019.
65. AEM and Mark Dente fraudulently conveyed and transferred assets of AEM to
AEM Real Estate in an attempt to avoid creditors, like SP Investment. Upon information and
belief, the transfer of assets by AEM and Mark Dente to AEM Real Estate, without receiving any
payment of money or other consideration for the transfer of those assets, rendered AEM insolvent
and unable to pay the debts of AEM's creditors as those debts became due.
66. AEM's conveyance and transfer of assets to AEM Investments was fraudulent and
violated R.C. Title 1336, and in particular R.C. § 1336.04 and § 1336.05.
67. As a direct and proximate result of AEM's and Mark Dente's fraudulent
conveyance and transfer of AEM assets to AEM Investments, SP Investment has suffered damages
in an amount in excess of Twenty-Five Thousand Dollars ($25,000.00); and more specifically, in
an amount in excess of Eleven Million One Hundred Sixty-Eight Thousand Eight Hundred Thirty-
Eight Dollars ($11,168,838.00).
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68, As set forth in Counts VIII and IX of this Complaint, SP Investment is further
entitled to the appointment of a receiver to take control of the asset and business operations of
AEM Investments.
COUNT VI
(FRAUDULENT CONVEYANCE AND TRANSFER AGAINST
THE MARK AND SHARON DENTE LIVING TRUST)
70. Mark Dente and his wife Sharon Dente own and reside at the property located at
498 Weston Court, Copley, Ohio.
71. Mark Dente resides in the property at that address and title is held to that property
by the Mark and Sharon Dente Living Trust (the "Dente Trust").
72. Mark Dente fraudulently transferred assets of AEM to the Dente Trust for
improvements and other uses in the property held by the Dente Trust.
73. The transfer of the assets from AEM to the Dente Trust, without receiving any
payment of money or other consideration for the transfer of those assets, rendered AEM insolvent
and unable to pay the debts of AEM's creditors as those debts became due.
74. AEM's transfer of assets to the Dente Trust was fraudulent and violated R.C. Title
1336, and in particular R.0 § 1336.04 and § 1336.05.
75. As a direct and proximate result of AEM's fraudulent conveyance and transfer of
AEM assets to the Dente Trust, SP Investment has suffered damages in an amount in excess of
Twenty-Five Thousand Dollars ($25,000.00); and more specifically, in an amount in excess of
Eleven Million One Hundred Sixty-Eight Thousand Eight Hundred Thirty-Eight Dollars
($11,168,838.00).
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76. As set forth in Counts VIII and IX of this Complaint, SP Investment is further
entitled to the appointment of a receiver to recover and take control of all improperly transferred
property held by the Dente Trust and liquidate the same to satisfy the debt owed to SP Investment.
COUNT VII
(BREACH OF THE SECURITY AGREEMENT AGAINST THE AEM SERVICES, LLC)
78. On February 18, 2020, AEM, as debtor, and SP Investment, as a secured creditor,
entered into the Security Agreement whereby AEM pledged and granted an existing and
continuing security interest and lien on all AEM assets in order to secure SP Investment's interests
regarding the funds provided by SP Investment to AEM. (Exhibit 1).
79. The Security Agreement provided SP Investment with the right and opportunity to
review all of the Collateral [as defined in the Security Agreement] provided by AEM through the
Security Agreement which included, without limitation, any and all pending ST Transactions and
any and all documents regarding other pending real estate transactions of AEM. A full and
complete description of the blanket security pledged and granted by AEM to SP Investment is
identified and described in Exhibit "B" of the Security Agreement. (Exhibit 1, Exhibit "B").
80. AEM covenanted and promised that SP Investment would have the right to inspect
and review the Collateral at any and all times. Despite SP Investment's repeated demands to
review and inspect the Collateral, AEM, in all cases, has refused and denied SP Investment access
and opportunity to review AEM's Collateral as well as review the underlying records identifying
AEM's Collateral.
81. The Collateral included, without limitation, any and all ST Transactions that were
referenced in the Cognovit Promissory Notes executed by AEM and Mark Dente.
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82. AEM represented that it had good and marketable title to the Collateral and it had
the right to pledge such Collateral to SP Investment to secure and support the Cognovit Promissory
Notes.
83. AEM breached the terms of the Security Agreement by, among other defaults:
A. failing to pay amounts due to SP Investment under the Cognovit Promissory
Notes;
B. failing to provide access to the Collateral for review upon the demand of SP
Investment; and
C. engaging in conduct that indicates AEM has directly or indirectly
engaged in activity which, in SP Investment's discretion, may result in the forfeiture of AEM's
Collateral to federal, state or local governmental entities.
84. As a direct and proximate result of AEM's breach of the Security Agreement, SP
Investment is entitled to "peaceably by its own means or with judicial assistance enter AEM's
premises and take possession of the Collateral without prior notice to AEM or the opportunity for
a hearing," "dispose of the Collateral" and, "require AEM to assemble the Collateral and make it
available to SP [Investment] at a place designated by SP [Investment]." (Exhibit 1, ¶ 9
[Remedies]).
85. Despite reasonable efforts, AEM has failed and refused to turn over the Collateral
to SP Investment despite AEM's multiple breaches of the Security Agreement.
86. As a direct and proximate result of AEM's breach of the Security Agreement, SP
Investment is entitled to a judicial entry appointing a receiver to take control of AEM's business
operations and AEM's Collateral, secure it, liquidate it, and pay any funds derived from the
liquidation of the collateral to SP Investment pursuant to the express terms of the Security
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Agreement (Exhibit 1) and the UCC Filing (Exhibit 2), as well as the AEM's default under the
Cognovit Promissory Notes (Exhibits 3, 4, and 5).
87. Additionally, under the express terms of the Security Agreement, SP Investment is
entitled to its "[e]xpenses of retaking, holding, preparing for sale, selling or the like" and such
expenses "shall include SP's [SP Investment's] reasonable attorneys' fees and legal expense,
incurred or expended by SP [SP Investment] to enforce any payment due under this [Security]
Agreement..." (Exhibit 1,119 [Remedies])
COUNT VIII
(APPOINTMENT OF A RECEIVER AGAINST THE AEM SERVICES, LLC)
Paragraphs 1 through 87 of this Complaint as if fully rewritten herein.
89. Pursuant to the Security Agreement, AEM pledged and granted a blanket
security interest in its assets to SP Investment. (Exhibit 1, ¶ 2 [Grant of Security Interest]).
90. In accordance with the Security Agreement, AEM was expressly prohibited
from selling, offering to sell, or in any way transferring or pledging the Collateral pledged and
granted to SP Investment. (Exhibit 1, 116 [Negative Pledge; No Transfer]).
91. Under the express rights granted to SP Investment by the Security Agreement
and pursuant to R.C. § 2735.01 et seq., SP Investment is entitled to the appointment of a
receiver against AEM.
92. A receiver is needed to immediately preserve AEM's assets based upon the
alleged and purported improper transfer of AEM's assets to its affiliated companies in an
attempt to defeat SP Investment's security interest in AEM's assets.
93. As a direct and proximate result of AEM's clandestine actions and improper
conduct, SP Investment is entitled to the appointment of a receiver to, among other things: (i)
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take possession, safeguard, and administer the operation of AEM; (ii) collect all monies due
and owing to AEM, inclusive of recovering all improperly transferred assets and funds; (iii)
stabilize all assets of AEM, inclusive of paying all operating expenses from the revenue
generated from the real estate owned and possessed by AEM; and (iv) sell AEM's assets,
through a Receiver sale, and deposit those proceeds in escrow to be released by further order
from this Court to satisfy the money owed to SP Investment as memorialized by the Cognovit
Promissory Notes and the Security Agreement.
COUNT IX
(APPOINTMENT OF A RECEIVER AGAINST
AEM REAL ESTATE, LLC AND AEM INVESTMENTS, LLC)
Paragraphs 1 through 93 of this Complaint as if fully rewritten herein.
95. Pursuant to R.C. § 2735.01 et seq., SP Investment is entitled to the appointment
of a receiver against AEM Real Estate and AEM Investments.
96. A receiver is needed to immediately preserve AEM Real Estate's assets and
AEM Investment's assets based upon the alleged and purported improper transfer of AEM's
assets to those affiliated companies in an attempt to defeat SP Investment's security interest
in AEM's assets.
97. As a direct and proximate result of AEM Real Estate's and AEM Investments'
clandestine actions and improper conduct, SP Investment is entitled to the appointment of a
receiver to, among other things: (i) take possession, safeguard, and administer the operations
of AEM Real Estate and AEM Investments; (ii) collect all monies due and owing to AEM
from AEM Real Estate and AEM Investments, inclusive of recovering all improperly
transferred assets and funds; and (iii) sell AEM's assets, through a Receiver sale, and deposit
19
18417646 _1

those proceeds in escrow to be released by further order from this Court to satisfy the money
owed to SP Investment as memorialized by the Cognovit Promissory Notes and the Security
Agreement.
WHEREFORE, SP Investment requests relief on the Complaint as follows:
A. On Count I, Cognovit Judgment in favor of SP Investments Services, LLC and
against The AEM Services, LLC and Mark Dente, jointly and severally, in the principal amount
of Eleven Million One Hundred Sixty-Eight Thousand Eight Hundred Thirty-Eight Dollars
($11,168,838.00), plus post judgment interest at the Ohio statutory rate of interest from the date
of judgment;
B. On Count II, judgment for fraudulent misrepresentation/concealment in favor of SP
Investment Services, LLC and against The AEM Services, LLC, Mark Dente, Jason Ramus, Mark
Gathagan, and Brian Buckham, jointly and severally, in an amount in excess of Twenty-Five
Thousand Dollars ($25,000.00), specifically Eleven Million One Hundred Sixty-Eight Thousand
Eight Hundred Thirty-Eight Dollars ($11,168,838.00), plus post-judgment interest at the Ohio
statutory rate of interest from the date of judgment and punitive damages to be determined at trial;
C. On Count III, judgment civil conspiracy in favor of SP Investment Services, LLC
and against The AEM Services, LLC, Mark Dente, Jason Ramus, Mark Gathagan, and Brian
Buckham, jointly and severally, in an amount in excess of Twenty-Five Thousand Dollars
($25,000.00), specifically Eleven Million One Hundred Sixty-Eight Thousand Eight Hundred
Thirty-Eight Dollars ($11,168,838.00), plus post-judgment interest at the Ohio statutory rate of
interest from the date of judgment and punitive damages to be determined at trial;
D. On Count IV, judgment for fraudulent conveyance and transfer in favor of SP
Investment Services, LLC and against The AEM Services, LLC, AEM Real Estate, LLC, Mark
20
18417646 _1

Dente, and Anthony Dente, jointly and severally, in an amount in excess of Twenty-Five Thousand
Dollars ($25,000.00), specifically Eleven Million One Hundred Sixty-Eight Thousand Eight
Hundred Thirty-Eight Dollars ($11,168,838.00), inclusive of the return and recovery of all
fraudulently conveyed and transferred assets, plus post-judgment interest at the Ohio statutory rate
of interest from the date of judgment;
E. On Count V, judgment for fraudulent conveyance and transfer in favor of SP
Investment Services, LLC and against The AEM Service, LLC, AEM Investments, LLC, and Mark
Dente, jointly and severally, in an amount in excess of Twenty-Five Thousand Dollars
($25,000.00), specifically Eleven Million One Hundred Sixty-Eight Thousand Eight Hundred
Thirty-Eight Dollars ($11,168,838.00), inclusive of the return and recovery of all fraudulently
conveyed and transferred assets, plus post-judgment interest at the Ohio statutory rate of interest
from the date of judgment;
F. On Count VI, judgment for fraudulent conveyance and transfer in favor of SP
Investment Services, LLC and against The Mark and Sharon Dente Living Trust in an amount in
excess of Twenty-Five Thousand Dollars ($25,000.00), specifically Eleven Million One Hundred
Sixty-Eight Thousand Eight Hundred Thirty-Eight Dollars ($11,168,838.00), inclusive of the
return and recovery of all fraudulently conveyed and transferred assets, plus post-judgment interest
at the Ohio statutory rate of interest from the date of judgment;
G. On Count VII, judgment for beach of the Security Agreement in favor of SP
Investment Services, LLC and against The AEM Services, LLC in an amount in excess of Twenty-
Five Thousand Dollars ($25,000.00), specifically Eleven Million One Hundred Sixty-Eight
Thousand Eight Hundred Thirty-Eight Dollars ($11,168,838.00), plus post-judgment interest at
the Ohio statutory rate of interest from the date of judgment;
21
18417646 _1

H. On Count VIII, a judicial entry granting the appointment of a receiver in favor of
SP Investment Services, LLC and against The AEM Services, LLC for the appointment of a
receiver to take control of the assets of The AEM Services, LLC and liquidate the same, pursuant
to the Security Agreement and the UCC Filing, to satisfy the monetary sums owed to SP
Investment Services, LLC, and for an award of attorneys' fees, costs, and other expenses incurred
by SP Investment Services, LLC in enforcing the Security Agreement as expressly provided for
by the terms of the Security Agreement; and
I. On Count IX, a judicial entry granting the appointment of a receiver in favor of SP
Investment Services, LLC and against AEM Real Estate, LLC and AEM Investments, LLC for the
appointment of a receiver to take control of the assets of AEM Real Estate, LLC and AEM
Investments, LLC to satisfy the monetary sums owed to SP Investment Services, LLC; and
J. Any other and further relief in favor of SP Investment Services, LLC that this Court
deems just and equitable.
22
18417646 1

Respectfully submitted,
/s/ E. Mark Young

E. Mark Young (0074275)
ROETZEL & ANDRESS, LPA
1375 East 9th Street
One Cleveland Center, 10th Floor
Cleveland, Ohio 44114
Telephone: (216) 623-0150
Facsimile: (216) 623-0134
Email: emyoung@ralaw.com
And
Moriah Cheatham Williams (0098733)

ROETZEL & ANDRESS, LPA
222 S. Main Street
Akron, Ohio 44308
Telephone: (330) 376-2700
Facsimile: (330) 376-4577
Email: mcheathamwilliamsaralaw.com
Attorneys for Plaintiff

SP Investment Services, LLC
JURY DEMAND
Plaintiff SP Investment Services, LLC hereby demands a trial by jury on all issues so
triable.
/s/ E. Mark Young

INSTRUCTIONS TO THE CLERK:
Please issue service of the Complaint via certified mail, return receipt requested, upon the
Defendants at the addresses identified in the case caption.
/s/ E. Mark Young

23
18417646 _1

IN THE COURT OF COMMON PLEAS

SUMMIT COUNTY, OHIO
SP INVESTMENT SERVICES, LLC CASE NO.
Plaintiff, JUDGE
v. )
)
THE AEM SERVICES, LLC, et al ) AFFIDAVIT OF DARREL L. SEIBERT H
) IN SUPPORT OF COGNOVIT JUDGMENT IN
Defendants. ) FAVOR OF SP INVESTMENT SERVICES, LLC
)
)
STATE OF GEORGIA )
) SS:
COUNTY OF FULTON )
I, Darrel L. Seibert II, being first duly sworn according to law, depose, and state the
following based on my personal knowledge:
1. I am an individual and of the age of majority, competent to testify, and have
personal knowledge of the information set forth below, inclusive of the three (3) cognovit
promissory notes executed in favor of my company, Plaintiff SP Investment Services, LLC ("SP
Investment"), by Defendants The AEM Services, LLC ("AEM") and Mark Dente. Under the three
aforementioned cognovit promissory notes AEM and Mark Dente and jointly and severally liable
to SP Investment in the principal amount of Eleven Million One Hundred Sixty-Eight Thousand
Eight Hundred Thirty-Eight Dollars ($11,168,838.00), as set forth below.
2. I am the Managing Member of SP Investment.
3. SP Investment is an Ohio limited liability company whose principal place of
business is located in Ft. Myers, Florida.
18417501 1

4. AEM, through Mark Dente, represented to SP Investment that AEM developed a
significant wholesale real estate business in which AEM enters into purchase agreements for non-
performing real estate assets with various banks, lending institutions, and private parties and
immediately or within a very short period of time resells the property to another investor and/or
end user. These transactions have been described as Short-Term Real Estate Transactions ("ST
Transactions").
5. In early 2020, AEM, through Mark Dente, represented to SP Investment that AEM
sought to increase the number of ST Transactions it completes each year and further desired to
obtain additional properties from new banks for ST Transactions. AEM approached SP
Investment regarding AEM's ability to generate additional funds to be used by AEM to enter into
additional ST Transactions.
6. AEM, through Mark Dente, specifically represented to SP Investment and agreed
that AEM would contribute an amount equal to funds provided by SP Investment for each and
every ST Transaction.
7. AEM executed and delivered three (3) Cognovit Promissory Notes to SP
Investment for all funds provided by SP Investment which were also secured by Mark Dente, in
his individual capacity.
8. AEM provided SP Investment with a Security Agreement, dated February 18, 2020
(the "Security Agreement"), granting and pledging full security of all funds provided by SP
Investment for ST Transactions. AEM further agreed to account for the funds generated through
short-term transactions using SP Investment funds. A true and accurate copy of the Security
Agreement is attached as Exhibit 1 to the Complaint. A true and accurate copy of the UCC
Financing Statement, dated April 24, 2020 and appearing as FS Number OH00239219737 (the
2
18417501 1

"UCC Filing"), filed by SP Investment with the Ohio Secretary of State is attached as Exhibit 2
to the Complaint.
9. AEM, through Mark Dente, provided SP Investment with a list of proposed ST
Transactions by property which were then used to fully secure and/or cover the amount of the three
(3) Cognovit Promissory Notes issued by AEM to SP Investment. AEM promised and represented
that each separate item in the "Appendix.' to the Cognovit Promissory Notes represented a separate
ST transaction involving a specifically-identifiable property in which AEM and SP Investment's
funds were used to acquire the property and then receive a portion of the profits obtained from the
sale of the property to a third-party and/or end-user pursuant to the terms of their agreement.
10. On February 24 2022, AEM and Mark Dente jointly and severally executed and
delivered a Cognovit Promissory Note ("Note 1") to SP Investment under which AEM and Mark
Dente promised to pay SP I nvesiment the principal sum of Nine Million Nine Hundred Twenty-
Six Thousand Dollars ($9,926,000.00), plus profit of Eight Hundred Ninety-Three Thousand Three
Hundred Forty Dollars ($893,340.00) on April 24, 2022. A true and accurate copy of Note 1 is
attached as Exhibit 3 to the Complaint.
11. After Note 1 was executed, but before the maturity date, certain individuals who
supplied funds to SP Investment voluntarily decided to contract directly with AEM, thereby
reducing the corresponding amounts due and owing by AEM and Mark Dente, jointly and
severally, under Note l to Seven Million Nine Hundred Fifty-One Thousand Dollars
($7,951,000.00), plus a reduced profit of Seven Hundred Seventy-Four Thousand Eight Hundred
Thirty-Eight Dollars ($774,838.00). Note 1 has matured and AEM and Mark Dente jointly and
severally owe the principal amount of $8,725,838.00 to SP Investment.
3
18417501.1

amount, a list of alleged properties in ST Transactions securing Note 1 and SP investment's portion
of each property referenced in the Appendix to Note 1.
13. On January 10, 2022, AEM and Mark Dente jointly and severally executed and
Dente promised to pay SP Investment the principal sum of Two Million Ninety-Six Thousand Five
Hundred Dollars ($2,096,500.00), plus profit of Four Hundred Nineteen Thousand Three Hundred
Dollars ($419,300.00) on February 25, 2022. A true and accurate copy of Note 2 is attached as
Exhibit 4 to the Complaint.
14. As of the maturity date for Note 2, AEM and Mark Dente were jointly and severally
liable to SP Investment in the principal amount of $2,515,800.00. However, after Note 2 matured,
but prior to the note being in default, an individual who supplied funds to SP Investment
voluntarily decided to contract directly with AEM, thereby reducing the principal amount owed
by AEM and Mark Dente under Note 2 by $151,000.00 to $2,364,800.00.
principal amount of $2364.800.00 to SP Investment_
of each property referenced in the Appendix to Note 2.
17. On March 8, 2022, AEM and Mark Dente jointly and severally executed and
4
18417501.1

Dente promised to pay SP Investment the principal sum of Sixty-Eight Thousand Dollars
($68,000.00), plus profit of Ten Thousand Two Hundred Dollars ($10,200.00) on May 8, 2022. A
true and accurate copy of Note 3 is attached as Exhibit 5 to the Complaint.
principal amount of $78.200.00 to SP Investment.
amount, a list of alleged properties in ST Transactions securing Note 3 and SP investment's portion
of each property referenced in the Appendix to Note 3. Notes 1, 2, and 3 are collectively referred
to as the "Cognovit Promissory Notes."
20. SP Investment provided funds for AEM to use in ST Transactions as identified and
memorialized by the Cognovit Promissory Notes.
21 The aggregate principal amount due under the three (3) Cognovit Promissory Notes
is Eleven Million One Hundred Sixty-Eight Thousand Eight Hundred Thirty-Eight Dollars
($11,168,838.00) (the "Outstanding Balance"). The Outstanding Balance remains due, owing, and
outstanding from AEM and Mark Dente to SP Investment.
22. Each of the Cognovit Promissory Notes was executed by Mark Dente, as Managing
Member of AEM, and in his individual capacity.
23. Each of the Cognovit Promissory Notes have matured and are immediately due and
owing to SP Investment.
24. AEM and Mark Dente have failed to pay the Outstanding Balance under the
Cognovit Promissory Notes.
5
18417501_1

25. The Cognovit Promissory Notes do not arise out of a consumer loan, consumer
transaction, or household purpose.
26. The entire Outstanding Balance under the Cognovit Promissory Notes in the
principal amount of Eleven Million One Hundred Sixty-Eight Thousand Eight Hundred Thirty-
Eight Dollars ($11,168,838.00) remains due, owing, and outstanding from AEM and Mark Dente
to SP investment.
FURTHER AFFIANT SAYETH NAUGHT:
Seibert 11, Managin r of

SP Investment Services, LLC
SWORN TO BEFORE me and subscribed in my presence by Darrel L. Seibert II, on this
day of June 2022.
6
18417501 _1

SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement"), dated as of this ( 8 ° ---day of

February, 2020 is made by and between The AEM Services, LLC ("AEM"), with an address at
2998 W. Market Street, Fairlawn, Ohio 44333, and SP Investment Services, LLC ("SP"), with an
address at 1 Cascade Plaza, Suite 1445, Akron, Ohio 44308.
Under the terms of this Agreement, SP desires to obtain and AEM desires to grant SP
security for all of the Obligations (as defined in this Agreement).
NOW, THEREFORE, AEM and SP, intending to be legally bound, agree as follows:
1. Definitions.
a) "Short Term Wholesale Real Estate Transaction" ("ST Transaction") means
property purchased, placed under contract, by AEM from Banks, Lending
Institutions, Sheriff Sales, etc. (collectively referred hereto as "Banks"), and any
property immediately sold or assigned to third parties.
b) "Collateral Assignment" means that certain Collateral Assignments of AEM

interest in all contracts with any and all Banks as designated on Exhibit "A" and
the Assignment Agreement of these interests to third parties.
c) "Collateral" shall include AEM's tangible property and other assets described on
Exhibit "B" attached to this Agreement and made a part of this Agreement (the
"Personal Property"); all general intangibles relating to or arising from the
Personal Property, all cash and non-cash proceeds (including insurance proceeds)
of the Property.
d) "ST Documents" means the Agreements (as defined in this Agreement), the
Collateral Assignment, this Agreement and all other documents and instruments
evidencing, securing the collateral or executed in connection with this Agreement.
e) "Obligations" shall include all debts, liabilities, obligations, covenants and duties
owing from AEM to SP of any kind or nature, present or future (including any
interest accruing thereon after maturity, or after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding relating to AEM, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding), whether evidenced by or arising under the
Note or this Agreement or, whether absolute or contingent, joint or several, due or
to become due, now existing or hereafter arising, and all costs and expenses of SP
incurred in the enforcement, collection or otherwise in connection with any of the
foregoing, including reasonable attorneys' fees and expenses.
EXHIBIT 1
f) "UCC" means the Uniform Commercial Code, as adopted and enacted and as in
effect from time to time in the State of Ohio. Terms used in this Agreement
which are defined in the UCC and not otherwise defined in this Agreement shall
have the respective meanings ascribed to such terms in the UCC.
2. Grant of Security Interest. To secure the Obligations, AEM assigns and grants to SP, a
continuing lien on and security interest in the Collateral, including, but not limited to, the
purchase contracts and assignments, and or any owned property of all ST Transactions of AEM.
3. Change in Name or Location. AEM agrees that if the location of the Collateral changes
from the locations listed on Exhibit "A", or if AEM changes its name or form or jurisdiction of
organization or establishes a name in which it may do business, AEM will immediately notify SP
in writing of the additions or changes.
4. Representations and Warranties. AEM represents, warrants and covenants to SP that: (a)
AEM has good, marketable and indefeasible right to title to the Collateral, has not made any
prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the
Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor
of SP created by this Agreement; (b) except as provided in this Agreement, AEM will not,
without SP's prior written consent, sell, pledge, encumber, assign or otherwise dispose of any of
the Collateral or permit any right of setoff, lien or security interest to exist on the Collateral
except to SP; and, (c) AEM will defend the Collateral against all claims and demands of all
persons at any time claiming the same or any interest in the Collateral.
AEM and SP understand and agree this provision shall not apply to prevent the assignment of
various purchase agreements with various banks to third parties; i.e., the Collateral assignments;
and, in fact grants SP a secured interest in these Collateral Assignments.
5. AEM's Covenants. AEM covenants that it shall:
a) from time to time and at all reasonable times allow SP, by or through any of its
officers, agents, attorneys, or accountants, to examine or inspect the Collateral,
and obtain valuations and audits of the Collateral, at AEM's expense, wherever
located. AEM shall do, obtain, make, execute and deliver all such additional and
further acts, things, deeds, assurances and instruments as SP may require to vest
in and assure to SP its rights under this Agreement and in or to the Collateral, and
the proceeds of the Collateral, including waivers from Banks and mortgagees;
b) keep the Collateral in good order and repair at all times and immediately notify
SP of any event causing a material loss or decline in value of the Collateral,
whether or not covered by insurance, and the amount of such loss or depreciation;
c) only use or permit the Collateral to be used in accordance with all applicable
federal, state, county and municipal laws and regulations; and

d) have and maintain insurance at all times with respect to all Collateral against risks
of fire (including so-called extended coverage), theft, sprinkler leakage, and other
risks (including risk of flood if any Collateral is maintained at a location in a
flood hazard zone) as SP may reasonably require, in such form, in the minimum
amount of the outstanding principal of the Note and written by such companies as
may be reasonably satisfactory to SP. Each such casualty insurance policy shall
contain a standard Lender's Loss Payable Clause issued in favor of SP under
which all losses thereunder shall be paid to SP as SP's interest may appear. Such
policies shall expressly provide that the requisite insurance cannot be altered or
canceled without at least thirty (30) days prior written notice to SP and shall
insure SP notwithstanding the act or neglect of AEM. Upon SP's demand, AEM
shall furnish SP with evidence of insurance as SP may require. In the event of
failure to provide insurance as herein provided, SP may, at its option, obtain such
insurance and AEM shall pay to SP, on demand, the cost thereof. Proceeds of
insurance may be applied by SP to reduce the Obligations or to repair or replace
Collateral, all in SP's sole discretion.
e) If any of the Collateral is, at any time, in the possession of a bailee, AEM shall
promptly notify SP and, if requested by SP, shall promptly obtain an
acknowledgment from the bailee, in form and substance satisfactory to SP, that
the bailee holds such Collateral for the benefit of SP and shall act upon the
instruction of SP, without the further consent of AEM.
6. Negative Pledge; No Transfer. AEM will not sell or offer to sell or otherwise transfer or
grant or allow the imposition of a lien or security interest upon the Collateral or use any portion
of the Collateral in any manner inconsistent with this Agreement or with the terms and
conditions of any policy of insurance on the Collateral. AEM and SP understand and agree this
provision shall not apply to prevent the assignments of the purchase agreements with various
banks to third parties; i.e., the Collateral Assignments.
7. Further Assurances. AEM irrevocably authorizes SP at any time, and from time to time, to
file in any Uniform Commercial Code jurisdiction any initial financing statements and
amendments that (a) indicate the Collateral (i) as all assets of AEM or words of similar effect,
regardless of whether any particular asset comprised in the Collateral falls within the scope of
Article 9 of the Ohio Uniform Commercial Code or such jurisdiction, or (ii) as being of an equal
or lesser scope or with greater detail, and (b) contain any other information required by part 5 of
Article 9 of the Ohio Uniform Commercial Code for the sufficiency or filing office acceptance of
any financing statement or amendment, including, but not limited to (i) whether AEM is an
organization, the type of organization and (ii) any organization identification number issued to
AEM. AEM agrees to furnish any such information to SP promptly upon request. AEM also
ratifies its authorization for SP to have filed in any Uniform Commercial Code jurisdiction any
like initial financing statements or amendments if filed prior to the date of this Agreement.

8. Events of Default. AEM shall, at SP's option, be in default under this Agreement upon the
happening of any of the following events or conditions (each, an "Event of Default"): (a) a
failure to pay any amount due under the Note or this Agreement within ten (10) days of the date
the same is due; (b) the failure by AEM to perform any of its other obligations under this
Agreement within thirty (30) days of notice from SP of the failure to perform; (c) falsity,
inaccuracy or material breach by AEM of any written warranty, representation or statement made
or furnished to SP by or on behalf of AEM; (d) an uninsured material loss, theft, damage, or
destruction to any of the Collateral, or the entry of any judgment against AEM or any lien against
or the making of any levy, seizure or attachment of or on the Collateral; (e) the failure of SP to
have a perfected first priority security interest in the Collateral; or (f) any indication or evidence
received by SP that AEM may have directly or indirectly been engaged in any type of activity
which, in SP's discretion, might result in the forfeiture of any property of AEM to any
governmental entity, federal, state or local.
9. Remedies. Upon the occurrence of any such Event of Default and at any time after an Event
of Default, SP may declare all Obligations secured immediately due and payable and shall have,
in addition to any remedies provided in this Agreement or by any applicable law or in equity, all
the remedies of SP under the UCC. SP's remedies include, but are not limited to, to the extent
permitted by law, the right to (a) peaceably by its own means or with judicial assistance enter
AEM's premises and take possession of the Collateral without prior notice to AEM or the
opportunity for a hearing, (b) render the Collateral unusable, (c) dispose of the Collateral, and (d)
require AEM to assemble the Collateral and make it available to SP at a place designated by SP.
Expenses of retaking, holding, preparing for sale, selling or the like shall include SP's reasonable
attorney's fees and legal expenses, incurred or expended by SP to enforce any payment due
under this Agreement either as against AEM, or in the prosecution or defense of any action, or
concerning any matter growing out of or connection with the subject matter of this Agreement
and the Collateral pledged under this Agreement. AEM waives all relief from all appraisement
or exemption laws now in force or subsequently enacted.
10. Payment of Expenses. At its option, SP may, but is not required to: discharge taxes, liens,
security interests or such other encumbrances as may attach to the Collateral; pay for required
insurance on the Collateral; and pay for the maintenance, appraisal or reappraisal, and
preservation of the Collateral, as determined by SP to be necessary. AEM will reimburse SP on
demand for any payment so made or any expense incurred by SP pursuant to the foregoing
authorization, and the Collateral also will secure any advances or payments so made or expenses
so incurred by SP.
11. Notices. All notices, demands, requests, consents, approvals and other communications
required or permitted under this Agreement must be in writing and will be effective upon receipt.
Such notices and other communications may be hand delivered, sent by facsimile transmission
with confirmation of delivery and a copy sent by first-class mail, or sent by nationally recognized

overnight courier service, to a party's address set forth above or to such other address as any
party may give to the other in writing for such purpose.
12. Preservation of Rights. No delay or omission on SP's part to exercise any right or power
arising under this Agreement will impair any such right or power or be considered a waiver of
any such right or power, nor will with SP's action or inaction impair any such right or power.
SP's rights and remedies are cumulative and not exclusive of any other rights or remedies which
SP may have under other agreements, at law or in equity.
13. Illegality. In case any one or more of the provisions contained in this Agreement should be
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or impaired.
14. Changes in Writing. No modification, amendment or waiver of any provision of this

Agreement nor consent to any departure by AEM from any provision of this Agreement will be
effective unless made in a writing signed by SP, and then such waiver or consent shall be
effective only in the specific instance and for the purpose given. No notice to or demand on
AEM in any case will entitle AEM to any other or further notice or demand in the same, similar
or other circumstance.
15. Entire Agreement. This Agreement (including the documents and instruments referred to
herein) constitutes the entire agreement and supersedes all other prior agreements and
understandings, both written and oral, between the parties with respect to the subject matter
hereof.
16. Counterparts. This Agreement may be signed in any number of counterpart copies and by
the parties on separate counterparts, but all such copies shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Agreement by
facsimile or electronic transmission shall be effective as delivery of a manually executed
counterpart. Any party so executing this Agreement by facsimile or electronic transmission shall
promptly deliver a manually executed counterpart, provided that any failure to do so shall not
affect the validity of the counterpart executed by facsimile or electronic transmission.
17. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of
AEM and SP and their respective heirs, executors, administrators, successors and assigns;
provided, however, that AEM may not assign this Agreement in whole or in part without SP's
prior written consent and SP at any time may assign this Agreement in whole or in part.
18. Interpretation. In this Agreement, unless SP and AEM otherwise agree in writing, the
singular includes the plural and the plural the singular; words importing any gender include the
other genders; references to statutes are to be construed as including all statutory provisions
consolidating, amending or replacing the statute referred to; the word "or" shall be deemed to
include "and/or", the words "including", "includes" and "include" shall he deemed to he

followed by the words "without limitation"; references to articles, sections (or subdivisions of
sections) or exhibits are to those of this Agreement unless otherwise indicated. Section headings
in this Agreement are included for convenience of reference only and shall not constitute a part
of this Agreement for any other purpose. If this Agreement is executed by more than one AEM,
the obligations of such persons or entities will be joint and several.
19. Governing Law and Jurisdiction. This Agreement has been delivered to and accepted by
SP and will be deemed to be made in the State of Ohio. THIS AGREEMENT WILL BE
INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF 01110,
EXCEPT THAT THE LAWS OF THE STATE WHERE ANY COLLATERAL IS
LOCATED, IF DIFFERENT, SHALL GOVERN THE CREATION, PERFECTION AND
FORECLOSURE FO THE LIENS CREATED HEREUNDER ON SUCH PROPERTY OR
ANY INTEREST "HEREIN. AEM irrevocably consents to the exclusive jurisdiction and
venue of any state or federal court in Summit County, Ohio; provided that nothing contained in
this Agreement will prevent SP from bringing any action, enforcing any award or judgment or
exercising any rights against AEM individually, against any security or against any property of
AEM within any other county, state or foreign or domestic jurisdiction. SP and AEM agree that
the venue provided above is the most convenient forum for both SP and AEM. AEM waives any
objection to venue and any objection based on a more convenient forum in any action instituted
under this Agreement,
20. WAIVER OF JURY TRIAL. EACH OF AEM AND SP IRREVOCABLY WAIVES

ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT,
ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR
ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. AEM
AND SP ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND
VOLUNTARY.
(EXECUTION PAGE FOLLOWS)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and date
first above written.
WITNESS:
signed and delivered in the presence of AEM: AEM SERVICES, LLC
-714
Print Name: S-A-7M44-4/
By: -71-1-(._
Name: Mark Dente
Title: Managing Member
SP:
SP INVESTMENT SERVICES, LLC
Print Name:
Name: Darrel L. Seibert II

C TVUL JLWRi4
Print Name: >Alma L. 5 r_rtwijr. Title: Managing Member

EXHIBIT "A"
1. Bank of America;
2. SPS (Credit Suisse);
3. Huntington National Bank;
4. S&T Bank;
5. Middlefield;
6. Home Savings;
7. Fifth Third;
8. Key Bank;
9. First Federal Lakewood;
10. Riverside Bank;
11. Center Bank;
12. First Merchants; and
13. Regions Bank.

EXHIBIT "B"
The AEM Services, LLC, (AEM) 2998 West Market Street, Fairlawn, Ohio 44333 provides SP
Investment Services, LLC, (SP) 1 Cascade Plaza, Suite 1445, Akron, Ohio 44308 a secured
interest in all of the following assets:
1. All Real Estate Purchase Agreements between The AEM Services, LLC and Banks,
Lending Institutions, Sheriff Sales, etc.(collectively referred hereto as "Banks"), as
designated on Exhibit "A", for residential properties obtained by Banks through
foreclosure proceedings or otherwise acquired by Banks;
2. All Assignments of Real Estate Purchase Agreements between AEM Services, LLC,
Banks, and third parties to allow the third party to purchase the residential real estate
which is the subject of the Purchase Agreement between The AEM Services, LLC and
Banks;
3. All funds held in the AEM/SP Investment Joint Venture Accounts at Key Bank, account
#:
4. All funds of The AEM Services, LLC held by Innovative Title and Escrow Services,
LLC, or other title companies, and involving the purchase of real estate by The AEM
Services, LLC from Banks; including any transactions involving an Assignment of the
right to purchase by The AEM Services, LLC to a third party;
5. All lists and or spreadsheets identifying properties purchased by, or under contract with
The AEM Services, LLC from any Banks or lending institutions for their own purposes
and/or for assignment to third parties which identifies the property purchased or to be
purchased; the purchase price; whether the property has been assigned to the third party;
identifies the third party; identifies the amount paid by the third party for the assignment;
and, identifies the closing date for the transfer of the property to The AEM Services, LLC
or the third party; and
6. All rights which The AEM Services, LLC now has or may have in the future to the
payment of money, payment for properties sold or leased or for services rendered
whether or not now earned or due; and, rights to payment arising out of all present or
future debt instruments, loans or obligations receivable including, but not limited to, any
and all Assignments of Real Estate Purchase Agreements between The AEM Services,
LLC and third parties, and any or all rights and or ownership interests in and to any
properties that The AEM Services, LLC acquire using funds of SP Investments Services,
LLC.

Frank LaRose FS Number:

Date Filed:
0H00239219737
24 April 2020
I Ma Secretrini a Stab 14:30:07
UCC FINANCING STATEMENT
FOR FILING OFFICE USE ONLY
NAME OF CONTACT AT FILER: Stephen Pruneskl

PHONE NUMBER: 330-436-5102
EMAIL CONTACT AT FILER: spruneskl©sjp-law.com
SEND ACKNOWLEDGEMENT TO; Law Offices of Stephen 3 Pruneski LLC
1 Cascade Plaza- Suite 1445
Akron
OHIO
44308
United States
DEBTOR INFORMATION
ORGANIZATION'S NAME: The AEM Servlces,LLC

MAILING ADDRESS: 2998 W. Market Street
CITY: Akron STATE: OHIO POSTAL 44333 COUNTRY: United States
CODE:
SECURED PARTY INFORMATION
ORGANIZATION'S NAME: SP Investment Services, LLC

MAILING ADDRESS: 1 Cascade Plaza, Suite 1445
CITY: Akron STATE: OHIO POSTAL 44308 COUNTRY: United States
CODE:
COLLATERAL INFORMATION
This financing statement covers the following collateral:
FILING TYPE
Transmitting Utility: No
Public Finance: No
EXHIBIT 2
Manufactured Home: No
Agriculture Lien: No
Non-Ucc Filling: No
ALTERNATIVE DESIGNATION
Lessee/Lessor: No
Consignee/Consignor: No
Seller/Buyer: No
Bailee/Bailor: No
Licensee/Licensor: No

EXHIBIT "B"
The AEM Services, LLC, 2998 West Market Street, Fairlawn, Ohio 44333 provides SP
Investment, LLC, 1 Cascade Plaza, Suite 1445, Akron, Ohio 44308 a secured interest in all of the
following assets:
I. All Real Estate Purchase Agreements between The AEM Services, LLC and Banks,
Lending Institutions, Sheriff Sales, etc.(collectively referred hereto as "Banks"), as
designated on Exhibit "A", for residential properties obtained by Banks through
foreclosure proceedings or otherwise acquired by Banks;
2. All Assignments of Real Estate Purchase Agreements between The AEM Services, LLC
and third parties to allow the third party to purchase the residential real estate which is the
subject of the Purchase Agreement between The AEM Services, LLC and Banks;
3, All funds held in the AEM/SP Investment Joint Venture Accounts at Key Bank, account
#:
4. All funds of The AEM Services, LLC held by Innovative Title and Escrow Services,
LLC, or other title companies, and involving the purchase of real estate by The AEM
Services, LLC from Banks; including any transactions involving an Assignment of the
right to purchase by The AEM Services, LLC to a third party;
5. All lists and or spreadsheets identifying properties purchased by, or under contract with
The AEM Services, LLC from any Banks or lending institutions for their own purposes
and/or for assignment to third parties which identifies the property purchased or to be
purchased; the purchase price; whether the property has been assigned to the third party;
identifies the third party; identifies the amount paid by the third party for the assignment;
and, identifies the closing date for the transfer of the property to AEM or the third party;
and
6, All rights which The AEM Services, LLC now has or may have in the future to the
payment of money, payment for properties sold or leased or for services rendered
whether or not now earned or due; and, rights to payment arising out of all present or
future debt instruments, loans or obligations receivable including, but not limited to, any
and all Assignments of Real Estate Purchase Agreements between The AEM Services,
LLC and third parties, and any or all rights and or ownership interests in and to any
properties that The AEM Services acquire using funds of SP Investments Services, LLC.

AEM The AEM Services I 2998 West Market Street I Akron, OH 44333 I 330.983.9750
COGNOVIT PROMISSORY NOTE

For the value received, the undersigned, The AEM Services, LLC and Mark Dente, individually, whose principal address is 2998
W. Market Street, Fairlawn, Ohio, (hereinafter "Makers"), promises to pay to the "Holder", the sum of the value received with profits
shown below. All funds will be available on or about the date shown below.
Holder SP Investment Services, LLC

Value Received• "" $9,926,000.00
Effective Date February 24 2022
Funds Available Date(s)"" April 24 2022
Profit* " $893,340.00
Note Code 220224SP9926000
"Date will vary due to actual date of (*.Ong, weekends, holidays, transfer offunds, and other unforeseen circumstances (Allow approximately 3-4 business days)
" •Refer to Appendix A for details
Any Holder hereof without notice to anyone may declare the entire debt due after (30) days continuous default in the payment of principal arid profits.
Upon such declaration the entire debt shall be immediately due and payable.
Any attorney-at-law may appear in any court of record situated in the County where the Makers then reside or in the County where they signed this note
and being In the United States at any time after the debt hereby evidenced shall become due, either at Its stated maturity or by declaration, and waNe the Issuing and
service of process and confess Judgment against the Makers in favor of the Holder, for the amount then owing hereon, together with the costs of suit, and thereupon,
release all errors and waive all rights of appeal.
Any suit, action or other proceeding arising out of or based upon any dispute, claim, question, or disagreement pertaining to this Cognovit Note or the breach
thereof, brought by the Holders or their respective heirs, legal representatives, successors, or assigns, shall be brought In the Court of Common Pleas for Summit County,
Ohio or the United States District Court for Ohlo. The Makers hereby irrevocably submit to the jurisdiction of the state courts of Ohio and to the jurisdiction of the
United States District Court for the Northern District of Ohio for this purpose. The Makers hereby waive, and agree not to asset, by way of motion, as a defense, or
otherwise, in any such suit, action or proceeding, any claim that the Makers are not subject personally to the jurisdiction of the above-named courts, that the suit,
action or proceeding Is brought in an inconvenient forum, that the venue of the suit, action or proceeding Is Improper or that this Cognovit Note or the subject matter
hereof may not be enforced In or by such court.
WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE
TAKEN AGAINST YOU WITHOUT PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OFANY CLAIMS YOU MAY HAVE
AGAINST THE CREDITOR WHETHER FOR FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT OR ANY cabin; CAUSE.
In Witness Whereof, the undersigned parties, hereby set forth their signatures on the effective date above.
The AEM Services, LLC
Mark Dente, Manager, Makers Mark Dente, Individually, Makers
1- • 4///ate
51‘1rivestment Services, LLC,•Ho)d r
EXHIBIT 3

The AEM Services 12998 West Market Street i Akron, OH 44333 I 330 983 9750
Appendix A 7 pages
Value Received*** Profit***
$21,000.00 $1,890.00
$21,000.00 $1,890.00
$21,000.00 $1,890.00
$23,000.00 $2,070.00
$23,000.00 $2,070.00
$29,000.00 $2,610.00
$29,000.00 $2,610.00
$29,000.00 $2,610.00
$29,000.00 $2,610.00
$35,500.00 $3,195.00
$35,500.00 $3,195.00
$40,000.00 $3,600.00
$40,000.00 $3,600.00
$44,000.00 $3,960.00
$44,000.00 $3,960.00
$48,000.00 $4,320.00
$48,500.00 $4,365.00
$11,000.00 $990.00
$11,000.00 $990.00
$12,000.00 $1,080.00
$14,000.00 $1,260.00
$14,000.00 $1,260.00
$14,000.00 $1,260.00
$14,500.00 $1,305.00
$19,000.00 $1,710.00
$19,000.00 $1,710.00
$23,000.00 $2,070.00
$23,500.00 $2,115.00
$23,500.00 $2,115.00
$23,500.00 $2,115.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
.P4

$25,500.00 $2,295.00
$27,000.00 $2,430.00
$30,000.00 $2,700.00
$30,000.00 $2,700.00
$30,000.00 $2,700.00
$30,000.00 $2,700.00
$30,250.00 $2,722.50
$30,500.00 $2,745.00
$30,500.00 $2,745.00
$30,500.00 $2,745.00
$30,500.00 $2,745.00
$30,500.00 $2,745.00
$30,500.00 $2,745.00
$30,500.00 $2,745.00
$32,000.00 $2,880.00
$32,000.00 $2,880.00
$32,000.00 $2,880.00
$32,000.00 $2,880.00
$33,000.00 $2,970.00
$33,000.00 $2,970.00
$33,000.00 $2,970.00
$33,000.00 $2,970.00
$33,000.00 $2,970.00
$33,000.00 $2,970.00
$33,000.00 $2,970.00
$33,000.00 $2,970.00
$33,000.00 $2,970.00
$35,000.00 $3,150.00
$35,000.00 $3,150.00
$35,000.00 $3,150.00
$35,000.00 $3,150.00
$35,000.00 $3,150.00
$37,000.00 $3,330.00
$37,000.00 $3,330.00
$39,000.00 $3,510.00
$39,000.00 $3,510.00
$39,000.00 $3,510.00
$39,500.00 $3,555.00
$39,500.00 $3,555.00
$44,000.00 $3,960.00
$44,000.00 $3,960.00
$44,000.00 $3,960.00
$44,000.00 $3,960.00
$44,000.00 $3,960.00
$45,000.00 $4,050.00
$45,000.00 $4,050.00
$47,000.00 $4,230.00

$47,000.00 $4,230.00
$47,000.00 $4,230.00
$47,000.00 $4,230.00
$50,500.00 $4,545.00
$50,500.00 $4,545.00
$53,000.00 $4,770.00
$55,000.00 $4,950.00
$55,000.00 $4,950.00
$57,500.00 $5,175.00
$11,000.00 $990.00
$15,500.00 $1,395.00
$15,500.00 $1,395.00
$21,500.00 $1,935.00
$21,500.00 $1,935.00
$22,000.00 $1,980.00
$24,000.00 $2,160.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$26,000.00 $2,340.00
$26,000.00 $2,340.00
$26,000.00 $2,340.00
$28,000.00 $2,520.00
$30,500.00 $2,745.00
$31,000.00 $2,790.00
$31,000.00 $2,790.00
$31,000.00 $2,790.00
$31,000.00 $2,790.00
$31,000.00 $2,790.00
$33,000.00 $2,970.00
$35,000.00 $3,150.00
$35,000.00 $3,150.00
$35,000.00 $3,150.00
$35,000.00 $3,150.00
$38,000.00 $3,420.00
$40,000.00 $3,600.00
$40,000.00 $3,600.00
$40,000.00 $3,600.00
$40,000.00 53.600.00
$40,000.00 $3,600.00
$45,000.00 $4,050.00
$45,000.00 $4,050.00
$45,000.00 $4,050.00

$45,000.00 $4,050.00
$46,000.00 $4,140.00
$47,000.00 $4,230.00
$47,000.00 $4,230.00
$47,000.00 $4,230.00
$50,500.00 $4,545.00
$50,500.00 $4,545.00
$51,500.00 $4,635.00
$51,500.00 $4,635.00
$20,000.00 $1,800.00
$24,000.00 $2,160.00
$25,000.00 $2,250.00
$25,000.00 $2,250.00
$25,000.00 $2,250.00
$30,000.00 $2,700.00
$30,000.00 $2,700.00
$31,000.00 $2,790.00
$21,000.00 $1,890.00
$21,000.00 $1,890.00
$21,000.00 $1,890.00
$23,000.00 $2,070.00
$23,000.00 $2,070,00
$29,000.00 $2,610.00
$29,000.00 $2,610.00
$29,000.00 $2,610.00
$29,000.00 $2,610.00
$35,500.00 $3,195.00
$35,500.00 $3,195.00
$40,000.00 $3,600.00
$40,000.00 $3,600.00
$44,000.00 $3,960.00
$44,000.00 $3,960.00
$48,000.00 $4,320.00
$48,500.00 $4,365.00
$20,000.00 $1,800.00
$20,000.00 $1,800.00
$20,000.00 $1,800.00
$20,500.00 $1,845.00
$25,000.00 $2,250.00
$25,000.00 $2,250.00
$25,000.00 $2,250.00
$25,000.00 $2,250.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$28,000.00 $2,520.00

$30,500.00 $2,745.00
$31,000.00 $2,790.00
$31,000.00 $2,790.00
$35,000.00 $3,150.00
$36,000.00 $3,240.00
$40,000.00 $3,600.00
$40,000.00 $3,600.00
$40,000.00 $3,600.00
$40,000.00 $3,600.00
$43,000.00 $3,870.00
$44,000.00 $3,960.00
$45,000.00 $4,050.00
$48,250.00 $4,342.50
$48,250.00 $4,342.50
$52,250.00 $4,702.50
$34,000.00 $3,060.00
$34,000.00 $3,060.00
$34,000.00 $3,060.00
$35,000.00 $3,150.00
$36,000.00 $3,240.00
$36,000.00 $3,240.00
$40,000.00 $3,600.00
$43,000.00 $3,870.00
$45,000.00 $4,050.00
$45,000.00 $4,050.00
$45,250.00 $4,072.50
$45,500.00 $4,095.00
$50,000.00 $4,500.00
$12,000.00 $1,080.00
$14,000.00 $1,260.00
$20,000.00 $1,800.00
$35,000.00 $3,150.00
$36,000.00 $3,240.00
$41,000.00 $3,690.00
$41,000.00 $3,690.00
$43,000.00 $3,870.00
$56,000.00 $5,040.00
$11,000.00 $990.00
$30,000.00 $2,700.00
$32,500.00 $2,925.00
$32,500.00 $2,925.00
$32,500.00 $2,925.00
$40,500.00 $3,645.00
$42,000.00 $3,780.00
$45,000.00 $4,050.00
$53,000.00 $4,770.00
$25,000.00 $2,250.00
PA 5-

$25,000.00 $2,250.00
$25,000.00 $2,250.00
$25,000.00 $2,250.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$30,000.00 $2,700.00
$31,000.00 $2,790.00
$36,000.00 $3,240.00
$40,000.00 $3,600.00
$44,500.00 $4,005.00
$44,500.00 $4,005.00
$44,500.00 $4,005.00
$48,500.00 $4,365.00
$16,000.00 $1,440.00
$18,000.00 $1,620.00
$18,000.00 $1,620.00
$18,000.00 $1,620.00
$22,000.00 $1,980.00
$22,500.00 $2,025.00
$23,000.00 $2,070.00
$25,500.00 $2,295,00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$27,000.00 $2,430.00
$28,000.00 $2,520.00
$30,000.00 $2,700.00
$30,000.00 $2,700.00
$30,000.00 $2,700.00
$30,000.00 $2,700.00
$30,500.00 $2,745.00
$34,000.00 $3,060.00
$34,000.00 $3,060.00
$34,000.00 $3,060.00
$34,000.00 $3,060.00
$35,000.00 $3,150.00
$37,000.00 $3,330.00
$37,000.00 $3,330.00
$37,000.00 $3,330.00
$41,000.00 $3,690.00
$41,250.00 $3,712.50
$44,000.00 $3,960.00
$44,000.00 $3,960.00
$44,000.00 $3,960.00
$45,500.00 $4,095.00

$49,000.00 $4,410.00
$50,500.00 $4,545.00
$50,500.00 $4,545.00
$59,000.00 $5,310.00
$10,500.00 $945.00
$12,000.00 $1,080.00
$12,000.00 $1,080.00
$13,000.00 $1,170.00
$20,000.00 $1,800.00
$20,000.00 $1,800.00
$20,500.00 $1,845.00
$20,500.00 $1,845.00
$20,500.00 $1,845.00
$20,500.00 $1,845.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$25,500.00 $2,295.00
$30,000.00 $2,700.00
$45,000.00 $4,050.00
$45,000.00 $4,050.00
$45,000.00 $4,050.00
$45,000.00 $4,050.00
$50,000.00 $4,500.00
$50,000.00 $4,500.00
$51,000.00 $4,590.00
$51,000.00 $4,590.00
$51,000,00 $4,590.00
Total: Total:
$9,926,000.00 $893,340.00

A0(1 The AEM Services I 2998 West Market Street I Akron, OH 44333 330.983.9750


Value Received*** $2,096,500.00
Effective Date January 10 2022
Funds Available Date(s)** February 25 3 2022
Profit*** 5419,300.00
Note Code 2201105P2096500
• 'Date will vary due to actual date of closing, weekends, holidays, transfer offunds, and other unforeseen circumstances (Allow approximately 3-4 business days)
***Refer to Appendix A for details
Any Holder hereof without notice to anyone may declare the entire debt due after (30) days continuous default in the payment of principal and profits.
Upon such declaration the entire debt shall be immediately due and payable.
Any attorney-at-law may appear in any court of record situated in the County where the Makers then reside or In the County where they signed this note
and being in the United States at any time after the debt hereby evidenced shall become due, either at its stated maturity or by declaration, and waive the issuing and
service of process and confess judgment against the Makers in favor of the Holder, for the amount then owing hereon, together with the costs of suit, and thereupon,
Any suit, action or other proceeding arising out of or based upon any dispute, claim, question, or disagreement pertaining to this Cognovit Note or the breach
thereof, brought by the Holders or their respective heirs, legal representatives, successors, or assigns, shall be brought in the Court of Common Pleas for Summit County,
Ohio or the United States District Court for Ohio. The Makers hereby irrevocably submit to the jurisdiction of the state courts of Ohio and to the jurisdiction of the
action or proceeding is brought in an Inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Cognovit Note or the subject matter
hereof may not be enforced in or by such court.
TAKEN AGAINST YOU WITHOUT PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE
AGAINST THE CREDITOR WHETHER FOR FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT OR ANY OTHER CAUSE.
In Witness Whereof, the undersigned parties, hereby set forth their signatures on the effective date above.
4-v— -4-A
S Invtelstment Services der
EXHIBIT 4
The AEM Services 12998 West Market Street I Akron, OH 44333 1330.983.9750
Appendix A 3 pages
Column]. $ Column2
$24,000.00 $4,800.00
$23,000.00 $4,600.00
$31,000.00 $6,200.00
$31,000.00 $6,200.00
$32,000.00 $6,400.00
$19,000.00 $3,800.00
$21,000.00 $4,200.00
$25,000.00 $5,000.00
$25,000.00 $5,000.00
$27,000.00 $5,400.00
$27,500.00 $5,500.00
$34,000.00 $6,800.00
$34,000.00 $6,800.00
$34,000.00 $6,800.00
$35,000.00 $7,000.00
$38,000.00 $7,600.00
$43,000.00 $8,600.00
$45,000.00 $9,000.00
$45,000.00 $9,000.00
$45,000.00 $9,000.00
$47,500.00 $9,500.00
$48,000.00 $9,600.00
$52,000.00 $10,400.00
$52,500.00 $10,500.00
$52,500.00 $10,500.00
$25,000.00 $5,000.00
$25,000.00 $5,000.00
$25,000.00 $5,000.00
$30,000.00 $6,000.00
$34,000.00 $6,800.00
$34,000.00 $6,800.00
$34,000.00 $6,800.00
$35,000.00 $7,000.00
$40,500.00 $8,100.00
$43,000.00 $8,600.00
$45,000.00 $9,000.00
$50,000.00 $10,000.00

$50,000.00 $10,000.00
$50,000.00 $10,000.00
$57,000.00 $11,400.00
$11,500.00 $2,300.00
$25,000.00 $5,000.00
$29,000.00 $5,800.00
$36,500.00 $7,300.00
$38,000.00 $7,600.00
$38,000.00 $7,600.00
$38,000.00 $7,600.00
$40,500.00 $8,100.00
$44,000.00 $8,800.00
$46,000.00 $9,200.00
$48,000.00 $9,600.00
$48,000.00 $9,600.00
$48,000.00 $9,600.00
$50,250.00 $10,050.00
$50,250.00 $10,050.00
$12,000.00 $2,400.00
$25,000.00 $5,000.00
Total: Total:
$2,096,500.00 $419,300.00

AEM The AEM Services 1 2998 West Market Street I Akron, OH 44333 l 330.983.9750


Value Received"• $68,000.00
Effective Date March 8 2022
Funds Available Date(s)• • May 8 2022
Profit"•• $10,200.00
Note Code 220308SP68000
"Date will vary due to actual dote of closing, weekends, holicloys, transfer offunds, and other unforeseen circumstances (Allow approximately 3-4 business days)
"'Refer to Appendix A for details
Any Holder hereof without notice to anyone may declare the entire debt due after (30) days continuous default in the payment of principal and profits.
Upon such declaration the entire debt shall be Immediately due and payable.
Any attorney-at-law may appear in any court of record situated in the County where the Makers then reside or in the County where they signed this note
and being in the United States at any time after the debt hereby evidenced shall become due, either at its stated maturity or by declaration, and waive the Issuing and
service of process and confess judgment against the Makers in favor of the Holder, for the amount then owing hereon, together with the costs of suit, and thereupon,
Any suit, action or other proceeding arising out of or based upon any dispute, °aim, question, or disagreement pertaining to this Cognovit Note or the breach
thereof, brought by the Holders or their respective heirs, legal representatives, successors, or assigns, shall be brought in the Court of Common Pleas for Summit County,
Ohio or the United States District Court for Ohio. The Makers hereby irrevocably submit to the Jurisdiction of the state courts of Ohio and to the jurisdiction of the
action or proceeding is brought In an Inconvenient forum, that the venue of the suit, action or proceeding Is improper or that this Cognovlt Note or the subject matter
hereof may not be enforced in or by such court.
TAKEN AGAINST YOU WITHOUTPRIOR KNOWLEDGE AND THEPOWERS OFA COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE
AGAINST THE CREDITOR WHETHER FOR FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT OR ANY OTHER CAUSE.
In Witness Whereof, the undersigned parties, hereby set forth their signatures on the effective date above
SP nv = ment Servl es, 'leer
EXHIBIT 5
AEM The AEM Services 12998 West Market Street I Akron, OH 44333 I 330.983.9750
APPENDIX A

$25,000.00 $3,750.00
$43,000.00 $6,450.00
Total: Total:
$68,000.00 $10,200.00

SP Lawsuit

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CV-2022-06-1899 ROWLANDS, MARY MARGARET 06/08/2022 10:55:31 AM CMCO Page 1 of 54

IN THE COURT OF COMMON PLEAS

SP INVESTMENT SERVICES, LLC CASE NO.

THE AEM SERVICES, LLC COMPLAINT FOR COGNOVIT JUDGMENT,

Sandra Kurt, Summit County Clerk of Courts

MARK AND SHARON DENTE

AEM REAL ESTATE GROUP, LLC

AEM INVESTMENTS, LLC

Defendants states the following:

1. SP Investment is an Ohio limited liability company whose principal place of

business is located in Ft. Myers, Florida. (Seibert Aff., ¶ 3).1

Sandra Kurt, Summit County Clerk of Courts

the registered statutory agent for AEM.

5. Mark Gathagan ("Gathagan"), an individual who resides in Copley, Ohio, is

6. Brian Buckham ("Buckham"), an individual who resides in Copley, Ohio, is

7. Anthony Dente, an individual who resides in Copley, Ohio, is employed by AEM

and is also the son of Mark Dente.

obtained from SP Investment and others as part of a scheme perpetrated by AEM on SP

transfer and conceal AEM assets from creditors of AEM.

creditors of AEM, including the residence of Ramus in Massillon, Ohio.

Sandra Kurt, Summit County Clerk of Courts

JURISDICTION AND VENUE

specifically, in Summit County, Ohio.

businesses in Summit County, Ohio.

the agreed upon venue for any litigation and/or dispute.

Transactions"). (Seibert Aff., ¶ 4).

additional ST Transactions. (Seibert Aff., ¶ 5).

Sandra Kurt, Summit County Clerk of Courts

every ST Transaction. (Seibert Aff., ¶ 6).

his individual capacity. (Seibert Aff., ¶ 7).

assets. (Exhibit 2).

ST transaction involving a specifically-identifiable property in which AEM and SP Investment's

Sandra Kurt, Summit County Clerk of Courts

(Seibert Aff., ¶ 9).

Notes issued to SP Investment as identified in this Complaint, thereby entitling SP Investment to

refusing to provide an accounting of funds from ST Transactions and by failing to provide

documents that support the ST Transactions.

23. SP Investment incorporates by reference all of the allegations contained in

Paragraph 1 through 22 of this Complaint as if fully rewritten herein.

with the procedures for obtaining a cognovit monetary judgment.2

Sandra Kurt, Summit County Clerk of Courts

of each property referenced in the Appendix to Note 1. (Seibert Aff., ¶ 12).

Sandra Kurt, Summit County Clerk of Courts

principal amount of $2,364,800.00 to SP Investment. (Seibert Aff., ¶ 15).

of each property referenced in the Appendix to Note 2. (Seibert Aff., ¶ 16).

principal amount of $78,200.00 to SP Investment. (Seibert Aff., ¶ 18).

of each property referenced in the Appendix to Note 3. (Seibert Aff., ¶ 19).

Sandra Kurt, Summit County Clerk of Courts

memorialized by the Cognovit Promissory Notes. (Seibert Aff., ¶ 20).

are collectively referred to as the "Cognovit Promissory Notes."

owing to SP Investment. (Seibert Aff., ¶ 22). (Exhibits 3, 4, and 5.)

Outstanding Balance, together with post-judgment interest.

consumer loan, consumer transaction, or household purpose. (Seibert Aff., ¶ 25).

Sandra Kurt, Summit County Clerk of Courts

42. SP Investment incorporates by reference all of the allegations contained in

Paragraph 1 through 41 of this Complaint as if fully rewritten herein.

funds for ST Transactions.

Sandra Kurt, Summit County Clerk of Courts

not actually exist.

and fraudulent representations in inducing SP Investment to contribute funds to AEM.

Cognovit Promissory Note, which represented a separate property subject to a ST

were intentional, reckless and/or malicious.

Investment has been damaged in an amount in excess of Twenty-Five Thousand Dollars

Sandra Kurt, Summit County Clerk of Courts