OHIO LEGACY CORP
EX-10.16
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<TYPE>EX-10.16
<SEQUENCE>3
<FILENAME>l31654aexv10w16.htm
<DESCRIPTION>EX-10.16
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<TITLE>EX-10.16</TITLE>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt">CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS<BR>
EXHIBIT, AND SUCH CONFIDENTIAL PORTIONS IDENTIFIED BY &#091; * &#093; HAVE BEEN OMITTED AND<BR>
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>EXHIBIT 10.16</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>ADMINISTRATIVE SERVICES AGREEMENT</B></U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">THIS ADMINISTRATIVE SERVICES AGREEMENT (&#147;<U>Agreement</U>&#148;) is entered into effective as of
April&nbsp;28 2008, by and between JMC MARKETING LTD, an Ohio limited liability company
(&#147;<U>Company</U>&#148;), and OHIO LEGACY BANK, N.A., national bank organized under the federal laws of
the United States (&#147;<U>Bank</U>&#148;).
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">RECITALS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Bank is a mortgage lender which offers, among other products, loans secured by liens on
real estate (&#147;<U>Mortgage Loans</U>&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Company desires to provide certain administrative, training and recruitment services in
connection with the hiring and performance of certain originators of Mortgage Loans as set forth
herein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">NOW, THEREFORE, in consideration of the mutual agreements contained in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
and intending to be legally bound hereby, the parties agree as follows.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<U><B>Services</B></U>. The Bank hereby retains Company to perform the services described on
Exhibit&nbsp;A attached hereto and incorporated herein by reference.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<U><B>Responsibilities of Company</B></U>. The responsibilities of Company under this Agreement
are as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(a) <U>Policies, Standards and Procedures</U>. Company shall at all times throughout the
term of this Agreement provide administrative services to the Bank in accordance with all
policies, standards and procedures relating to the operation of the Bank that have been
provided to the Company as may from time to time be established by the Board of Directors of
Bank (the &#147;<U>Board of the Bank</U>&#148;), in accordance with any regulatory requirement to
which the Bank is bound and in accordance with all applicable laws, including, without
limitation, the Home Owners Loan Act and the regulations of the Office of the Comptroller of
the Currency and FDIC promulgated thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(b) <U>Business Expenses of Company</U>. Company shall be solely responsible for all costs
and expenses incurred in the performance of the services provided pursuant to this Agreement
including but not limited to its: rent and utilities, equipment, training, advertising,
wages, salaries, workers&#146; compensation coverage, licenses and certifications, professional
dues, insurance, postage and delivery, supplies, travel, and employment taxes related to its
employees, assistants, managers and agents.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(c) <U>Personnel</U>. Company shall be responsible for providing all necessary service
personnel needed by Company for performing its services and duties under this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(d) <U>Reports</U>. Company shall provide written reports to the Board of the Bank
concerning the services provided hereunder as requested by the Board of the Bank but no more
frequently than quarterly. Such reports shall contain such information as is reasonably
requested for the purpose of allowing the Board of the Bank to assess the performance of
Company pursuant to this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(e) <U>Records</U>. At all times during the terms of this Agreement, Company shall
maintain and upon request, make available to the Bank records maintained by Company relating
to the services provided hereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<U><B>Responsibilities of the Bank</B></U>. The responsibilities of the Bank under this Agreement
are as follows:
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS<BR>
EXHIBIT, AND SUCH CONFIDENTIAL PORTIONS IDENTIFIED BY &#091; * &#093; HAVE BEEN OMITTED AND<BR>
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(a) <U>Access</U>. The Bank shall provide Company with reasonable access to its facilities
and those records that are necessary to the provision of the administrative services
described in Exhibit&nbsp;A.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(b) <U>Business Expenses of the Bank</U>. Bank shall be responsible for the payment of all
expenses related to its business. Company shall not be responsible for any expenses or
liabilities of the Bank arising from Bank&#146;s business operations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(c) <U>Management and Records of Profitability</U>. Bank shall be responsible for the
management and oversight of its employees that are OLB Secondary Marketing Division
Employees (as defined below), as well as determining and maintaining records relating to the
calculation of the Net Divisional Profitability (as defined below).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<U><B>Net Divisional Profitability</B></U>. The compensation to be paid by Bank to Company under
this Agreement shall be determined in the manner provided on Exhibit&nbsp;B attached hereto and
incorporated herein by this reference (&#147;<U>Net Divisional Profitability</U>&#148;). The Net Divisional
Profitability shall be paid to Company by Bank within thirty (30)&nbsp;days following the period to
which the Net Divisional Profitability relates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<U><B>Monthly Minimum</B></U>. Any provision in this Agreement to the contrary notwithstanding,
Company guarantee to Bank: (i)&nbsp;from the date hereof until and including May&nbsp;31, 2008, that Bank
will suffer no losses in connection with the operation of the OLB Secondary Marketing Division
Employees; and (ii)&nbsp;that commencing June&nbsp;1, 2008, , and continuing each month thereafter during the
term of this Agreement, the sum of the Override Fee and the Graduated Funding Fee payable to Bank
as part of the calculation of the Net Divisional Profitability shall be at least $&#091; * &#093; per month
(&#147;<U>Monthly Minimum</U>&#148;). In the event that (a)&nbsp;the Monthly Minimum is not met, or (b)&nbsp;Bank
suffers any losses in connection with the operation of the OLB Secondary Marketing Division
Employees prior to the effectiveness of the Monthly Minimum, Company shall promptly pay to Bank
such shortfall. In addition to paying such shortfall, Company agrees to provide additional capital
to the OLB Secondary Marketing Division Employees from time to time on an as-needed basis and when
reasonably requested by Bank. No payments due Company hereunder shall be made by Bank until each
Monthly Minimum has been received by Bank. Company absolutely and unconditionally guarantees to
Bank and its successors and assigns, the full and complete Monthly Minimum as and when the same
becomes due and payable. The obligations of Company under this Section shall be an absolute,
unconditional, present and continuing guaranty of payment and not collectibility. This guaranty
shall be binding upon the Company and its successors and assigns. No waiver, amendment, release or
modification of this Section shall be established by conduct, custom or course of dealing, but
solely by an instrument in writing duly executed by Bank and Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<U><B>Employees</B></U>. Exhibit&nbsp;C to this Agreement sets forth the number and identity of
employees that are employees of Company and are intended to become employees of Bank as soon as
practical following the date hereof (&#147;<U>OLB Secondary Marketing Division Employees</U>&#148;), and
sets forth the following information for all such persons: job title; office location; current
annual rate of compensation (identifying bonuses separately) and any change in compensation since
January&nbsp;1, 2006; vacation accrued and hire date for purposes of vesting and eligibility to
participate in any employee benefit plans (as defined in Section&nbsp;3(3) of ERISA); None of the OLB
Secondary Marketing Division Employees is a party to, or is otherwise bound by, any agreement or
arrangement which limits or adversely affects the performance of the OLB Secondary Marketing
Division Employees to perform such OLB Secondary Marketing Division Employee&#146;s duties with Company
(including, without limitation, any confidentiality, non-competition or proprietary rights
agreements). All OLB Secondary Marketing Division Employees are &#147;employees at will.&#148; The parties
acknowledge and agree that all originators recruited by Company and hired by Bank during the term of this Agreement shall be &#147;OLB Secondary Marketing Division Employees&#148;
for the purposes of this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<U><B>Background Checks; Drug Testing</B></U>. Company shall conduct background checks and drug
testing of all OLB Secondary Marketing Division Employees for Bank under this Agreement prior to
initial hiring and thereafter on an annual basis. Subject to applicable law, this background check
shall include a search of criminal records (including misdemeanors and felonies) in all counties
and states of residence of such personnel (including a search of married and maiden names, where
applicable), as well as a records check of national
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS<BR>
EXHIBIT, AND SUCH CONFIDENTIAL PORTIONS IDENTIFIED BY &#091; * &#093; HAVE BEEN OMITTED AND<BR>
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">convictions, for the prior seven (7)&nbsp;year
period. Company shall also search the databases of the General Services Administration (GSA)&nbsp;and
the Office of Inspector General (OIG), as well as the Global Watch Alert (GWA)&nbsp;list, to ensure that
such personnel are not identified on any such databases. Company will not recommend an individual
to become an OLB Secondary Marketing Division Employee, and will remove any such individual from
providing services hereunder, if the background checks do not show a clean record or if the drug
testing shows any positive results. Company will either provide Bank with evidence of the
background checks and drug tests or otherwise certify to Bank in writing that such personnel
recommended as OLB Secondary Marketing Division Employees have satisfied the background checks and
drug testing as described herein. In addition, Bank shall have the right to conduct an audit of
the records of Company, upon reasonable advance notice to the Company, to ensure Company&#146;s
compliance with the foregoing. Company may comply with its requirements related to background
checks and drug testing by contracting with one or more agencies or independent contractors with
expertise in background checks and drug testing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<U><B>Standard of Care; Limitation of Liability</B></U>. In providing the services described on
Exhibit&nbsp;A, the Company shall act with ordinary care. Any other provision of this Agreement
notwithstanding, however, neither the Company nor any of its members, managers, officers or agents
(collectively, the &#147;Company Related Persons&#148;) shall have any liability for any action taken or
omitted to be taken by it or him in connection with the services provided hereunder unless it shall
be proved by clear and convincing evidence in a court of competent jurisdiction that its or his
action or failure to act involved an act or omission undertaken with deliberate intent to cause
injury to the Bank or undertaken with reckless disregard for the best interests of the Bank (if and
to the extent it or he has actual knowledge of the best interests of the Bank).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<U><B>Leases</B></U>. The parties acknowledge that Company leases certain properties as set
forth more fully on Exhibit&nbsp;D, which properties Company shall sub-lease to Bank on a month-to-month
basis upon terms mutually agreed upon by Bank and Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<U><B>Term</B></U>. The initial term of this Agreement shall commence as of the date hereof and
shall terminate on September&nbsp;30, 2008. This Agreement may thereafter be extended for successive
one-year terms upon the agreement of the parties. In the event the parties do not agree to extend
the term of this Agreement, this Agreement shall automatically terminate as of the last day of the
then current term. In addition to the foregoing, this Agreement may be terminated in whole or in
part prior to the expiration of any term in accordance with the provision of Section&nbsp;11.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<U><B>Termination</B></U>. Notwithstanding Section&nbsp;10, this Agreement may be terminated by the
parties as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(a) <U>Insolvency, etc</U>. This Agreement shall terminate automatically if a party (i)
admits in writing its inability to pay its debts generally as they become due; (ii)&nbsp;has a
liquidator, receiver, conservator or statutory successor of such party appointed by any
court or governmental authority having jurisdiction over it; (iii)&nbsp;commences a proceeding
under any federal or state bankruptcy, insolvency, reorganization or similar law, or has
such a proceeding commenced against it and either has an order of insolvency or
reorganization entered against it or has the proceeding remain undismissed and unstayed for
ninety (90)&nbsp;days; (iv)&nbsp;makes an assignment for the benefit of creditors; or (v)&nbsp;has a
receiver or trustee appointed for it or for the whole or any substantial part of its
property.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(b) <U>Breach</U>. In the event of a material breach by any party of any of its covenants
under this Agreement or of that certain Loan Processing Agreement of even date herewith
between Bank and Midwest Mortgage Processing, LLC, an Ohio limited liability company with
common ownership to Company, at the option of the non-breaching party, the non-breaching
party may terminate this Agreement if the breaching party fails to cure its default within
thirty (30)&nbsp;days after written notice of default, unless such default cannot be cured within
thirty (30)&nbsp;days, in which event the non-breaching party shall not have the right to
terminate this Agreement so long as the breaching party commences its cure within such
thirty (30)&nbsp;day period and diligently pursues such cure to completion.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS<BR>
EXHIBIT, AND SUCH CONFIDENTIAL PORTIONS IDENTIFIED BY &#091; * &#093; HAVE BEEN OMITTED AND<BR>
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(c) <U>Termination by Bank upon Notice</U>. The Bank may terminate this Agreement (i)&nbsp;for
any reason and at any time upon not less than ninety (90)&nbsp;days advance written notice to
Company of Bank&#146;s intent to do so; or (ii)&nbsp;upon thirty (30)&nbsp;days advance written notice to
Company that the Net Divisional Profitability for any period ending in the previous twelve
months is less than or equal to zero dollars.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(d) <U>Termination by Bank without Prior Notice</U>. This Agreement shall immediately
terminate without notice (i)&nbsp;upon the request of the OCC or any other regulatory body that
supervises the Bank; (ii)&nbsp;in the event that the Board of the Bank determines in its
reasonable discretion that the program may be in violation of applicable law governing the
operation of Bank or that this Agreement will subject Bank to additional regulatory
oversight or future violations of applicable law; or (iii)&nbsp;in the event that the Bank is
unable to fund loans outside the State of Ohio. Bank shall provide the Company with notice
of such termination as soon as reasonably practicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<U><B>Effect of Termination</B></U>. The termination of this Agreement shall not affect (i)&nbsp;the
right to payment of accrued Net Divisional Profitability relating to a period (or partial period)
prior to termination, or (ii)&nbsp;the rights and obligations of the parties under Sections&nbsp;14, 15, or
16; or (iii)&nbsp;the rights and obligations of the parties under any other plan or agreement between
the parties to this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<U><B>Relationship of the Parties</B></U>. In the performance of the work, duties and
obligations of Company under this Agreement, Company shall at all times be acting and performing as
an independent contractor, rather than as an agent or representative of Bank. To the extent
requested by Bank, Company shall provide evidence of liability insurance coverage for its own
employees and operations. Notwithstanding this Agreement, Bank retains the right to engage in
additional management, consulting, training, recruitment, and other such arrangements with parties
other than Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<U><B>Confidentiality</B></U>. Without the prior consent of the Board of the Bank, Company, its
agents and employees shall not, other than in the performance of duties under this Agreement,
disclose, copy or use any Confidential Information relating to the Bank or its business for any
purpose. For purposes of this Agreement, the term &#147;<U>Confidential Information</U>&#148; includes all
information that is not generally known to the public or competitors of Bank and which shall
include, but not be limited to, methods of training and instruction, methods of operation, methods
of pricing, routing information, Bank lists and customer lists, sales figures, employment
information, tax records, personal history, accounting procedures, financial information, Bank
contracts, business and marketing plans, employee compensation or policies, future plans, and all
information and knowledge in whatever form used in management, marketing, purchasing, finance or
operations or otherwise, as well as all processes and procedures used in connection with the
businesses of Bank, computer programs and modifications and enhancements thereto (including optic
code, source code and flow charts), uncopyrighted or copyrighted works, patents, if any,
inventions, whether or not patented, ideas, drawings, analysis and calculations, trade secrets,
trade marks or service marks, registered or intended to be used, and trade names of Bank.
Notwithstanding the foregoing, Confidential Information shall not include information that (i)&nbsp;is
or becomes generally available to the public other than as a result of a disclosure by the Company
or its representatives, (ii)&nbsp;is or becomes available to the Company on a non-confidential basis
from a source other than the Bank or any of its representatives or affiliates, provided that the
source of such information was not known by the Company to be bound by a confidentiality agreement
with, or other contractual, legal, equitable, or fiduciary obligation of confidentiality to, the
Bank or any other party with respect to such information, or (iii)&nbsp;can be reasonably demonstrated
by the Company to have been in its possession prior to its being furnished to it or its
representatives by or on behalf of the Bank, provided that the source of such
information was not known by the Company to be bound by a confidentiality agreement with, or
other contractual, legal, equitable, or fiduciary obligation of confidentiality to, the Bank or any
other party with respect to such information. Bank shall be entitled to injunctive and other
relief in a court of law in the event of a violation of this Section.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<U><B>Covenant Not to Employ Personnel</B></U>. During the term of this Agreement, and for a
period of one (1)&nbsp;year thereafter, Company agrees not to employ or solicit for employment any
employee of Bank without the written consent of Bank and Bank agrees not to employ or solicit for
employment any employee of Company without the written consent of the Company other than the
Mortgage Loan Originators to be employed by Bank
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS<BR>
EXHIBIT, AND SUCH CONFIDENTIAL PORTIONS IDENTIFIED BY &#091; * &#093; HAVE BEEN OMITTED AND<BR>
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">pursuant to the terms of this Agreement. Bank
shall be entitled to injunctive and other relief in a court of law in the event of a violation of
this Section.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;<U><B>Indemnification</B></U>. Company shall protect, indemnify and hold Bank harmless from and
against any and all liability and expense of any kind, including costs and reasonable attorney
fees, arising from injuries or damages to persons or property in connection with the operation of
the Company or activities under this Agreement, unless such liability and expense shall be solely
the result of the gross negligence, willful misconduct or fraud of Bank or its officers, employees
or agents. Bank shall protect, indemnify and hold the Company harmless from and against any and
all liability and expense of any kind, including costs and reasonable attorney fees, arising from
injuries or damages to persons or property in connection with the operation of the Bank or the
Bank&#146;s breach of this Agreement, unless such liability and expense shall be solely the result of
the gross negligence, willful misconduct or fraud of the Company or its officers, employees or
agents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;<U><B>Representations and Warranties of the Parties</B></U>. The Bank hereby represents and
warrants that it is a national bank duly organized, validly existing and in full force and effect
under the laws of the United States of America. The Company hereby represents and warrants that it
is a limited liability company duly organized, validly existing and in full force and effect under
the laws of the State of Ohio. Each party hereby represents and warrants to the other party that
(i)&nbsp;such party&#146;s execution, delivery and performance of this Agreement have been duly authorized by
all requisite action on the part of such party and its directors, manager or managers and members,
as applicable; (ii)&nbsp;this Agreement has been duly executed and delivered by such party and
constitutes such party&#146;s legal, valid and binding obligation, enforceable against such party in
accordance with its terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or limiting the
enforcement of creditors&#146; rights generally or by general equitable principles, public policy or the
Constitutions of the United States or the State of Ohio; and (iii)&nbsp;neither the execution, delivery
nor the performance of this Agreement by such party does or will conflict with or result in a
breach or violation of or a default under the articles of organization, operating agreement,
articles of incorporation, bylaws or other governing instruments of such party, or any law,
statute, rule, regulation, ordinance or order of any court or other governmental authority of any
jurisdiction applicable to such party, or any material contract, agreement or instrument to which
such party is a party or by which such party is bound. Such representations and warranties shall
survive the execution and delivery of this Agreement and continue to be binding thereafter.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;<U><B>Guaranty</B></U>. James A. Hinkle, Cheldon Rose, and Michael Prall shall jointly and
severally guaranty the obligations of Company pursuant to a certain Guaranty of even date given to
secure the obligations of Company hereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;<U><B>Notices</B></U>. Any and all notices required to be given under this Agreement shall be
given by, and be deemed given when (i)&nbsp;delivered by personal delivery; (ii)&nbsp;deposited in U.S.
first-class mail, postage prepaid; or (iii)&nbsp;sent by telecopy with confirmation of receipt,
addressed as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If to Bank:

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Ohio Legacy Bank<BR>
3562 Commerce Parkway<BR>
Wooster, OH 44691<BR>
Attn: President

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">With a copy to:

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Daniel H. Plumly<BR>
225 North Market Street<BR>
PO Box 599<BR>
Wooster, OH 44691

</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS<BR>
EXHIBIT, AND SUCH CONFIDENTIAL PORTIONS IDENTIFIED BY &#091; * &#093; HAVE BEEN OMITTED AND<BR>
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If to Company:

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">JMC Marketing, LTD<BR>
1491 W. Main St.<BR>
55 Monument Circle, Suite&nbsp;1300<BR>
Tipp City, OH 45371<BR>
Attn: President

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;<U><B>Dispute Resolution</B></U>. Subject to Sections&nbsp;14 and 15 herein, any dispute arising out
of or related to this Agreement shall be settled by arbitration in Wooster, Ohio pursuant to the
Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Prior to
commencing litigation or a demand for arbitration for any reason under this Agreement, the
principals of the parties will engage in good-faith discussions in an attempt to resolve the
disputed matter(s).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.&nbsp;<U><B>Governing Law</B></U><B>. </B>This Agreement shall be governed by Ohio law, without regard to
conflict of laws principles therein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;22.&nbsp;<U><B>Activities Outside this Agreement</B></U>. Bank recognizes that Company has been, and is,
in the business of providing services to its own customers. Except as expressly provided herein,
it is understood and agreed that: services provided by Company to Bank are provided on a
non-exclusive basis and Company retains the right to continue to provide the same type of services,
and any other services, to any other of its customers, including competitors of Bank; provided that
Confidential Information is not used in connection with such activities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;23.&nbsp;<U><B>Severability</B></U><B>. </B>If any provisions of this Agreement or if any covenant, obligation
or agreement contained herein is determined to be invalid or unenforceable, such determination
shall not affect any other provision, covenant, obligation or agreement, each of which shall be
construed and enforced as if such invalid or enforceable portion were not contained herein. Such
invalidity or unenforceability shall not affect any valid and enforceable application thereof.
Each such provision, covenant, obligation or agreement, shall be deemed to be effective, operative,
made, entered into or taken in the manner and to the full extent consistent with this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;24.&nbsp;<U><B>Waiver; Consent</B></U><B>. </B>This Agreement may not be changed, amended, terminated,
augmented, rescinded or discharged (other than by performance), in whole or in part, except by a
writing executed by the parties hereto, and no waiver of any of the provisions or conditions of
this Agreement or any of the rights of a party hereto shall be effective or binding unless such
waiver shall be in writing and signed by the party claiming to have given or consented thereto.
Except to the extent that a party hereto may have otherwise agreed in writing, no waiver by that
party of any condition of this Agreement or breach by the other party of any of its obligations or
representations hereunder or thereunder shall be deemed to be a waiver of any other condition or
subsequent or prior breach of the same or any other obligation or representation by the other party
or parties nor shall any forbearance by the first party or parties to seek a remedy for any
noncompliance or breach by the other party be deemed to be a waiver by the first party or parties
of its rights and remedies with respect to such noncompliance or breach.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;25.&nbsp;<U><B>Counterparts</B></U><B>. </B>This Agreement may be executed in any number of counterparts, each
of which shall be regarded as an original, and all of which shall constitute but one and the same
instrument.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;26.&nbsp;<U><B>Headings</B></U><B>. </B>The descriptive headings of the various paragraphs of this Agreement
are for convenience only and shall not be used to construe or interpret the meaning of any of the
provisions hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;27.&nbsp;<U><B>Binding Effect</B></U><B>. </B>This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors, administrators, legal
representatives, successors and assigns.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->31.<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS<BR>
EXHIBIT, AND SUCH CONFIDENTIAL PORTIONS IDENTIFIED BY &#091; * &#093; HAVE BEEN OMITTED AND<BR>
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;28.&nbsp;<U><B>No Partnership or Agency</B></U><B>. </B>Nothing contained in this Agreement or any of the
documents to be executed pursuant hereto shall be deemed to be interpreted as a partnership or any
other arrangement whereby one of the parties is authorized to act as an agent for another.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;29.&nbsp;<U><B>Third Party Beneficiaries</B></U><B>. </B>This Agreement is made and entered into for the sole
protection and benefit of the parties hereto, and no other person, persons, entity or entities
shall have the right of action hereon, right to claim any right or benefit from the terms contained
herein, or be deemed a third party beneficiary hereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;30.&nbsp;<U><B>No Assignment</B></U><B>. </B>No party to this Agreement may assign, transfer or otherwise
convey any or all of the rights or obligations hereunder without the prior written consent of the
other party.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;31.&nbsp;<U><B>No Construction Against Drafter</B></U><B>. </B>This Agreement shall be interpreted to give it
fair meaning, and any ambiguity shall not be construed against either party as the primary drafter
hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;32.&nbsp;<U><B>Further Assurances</B></U><B>. </B>The parties agree to execute and deliver all such further
documents, instruments and agreements as may be reasonably necessary to consummate the transactions
contemplated by this Agreement, including but not limited to a certain Loan Processing Agreement
between Bank and Midwest Mortgage Processing, LLC, an Ohio limited liability company with common
ownership to Company.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>IN WITNESS WHEREOF</B>, the parties have executed this Agreement effective as of the date set
forth above.
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">OHIO LEGACY BANK, N.A.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ D. Michael Kramer
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">D. Michael Kramer, President and&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">JMC MARKETING. LTD<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ James A. Hinkle
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">James A. Hinkle, President and&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><!-- Folio -->32.<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS<BR>
EXHIBIT, AND SUCH CONFIDENTIAL PORTIONS IDENTIFIED BY &#091; * &#093; HAVE BEEN OMITTED AND<BR>
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><U><B>Exhibit&nbsp;A</B></U>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U><B>Description of Administrative Services</B></U>

</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;Training. Training regarding best practices of OLB Secondary Marketing Division Employees,
the policies and procedures of Bank, compliance with all federal, state, and local laws and
regulations regarding Mortgage Loans, including but not limited to federal and state
truth-in-lending laws and other consumer protection laws, any anti-discrimination laws, any
applicable state usury laws, the requirements of the Real Estate Settlement Procedures Act
(&#147;RESPA&#148;), pricing and processing applications for Mortgage Loans, advertisement and customer
development and retention, developing additional leads, and other such services.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;Recruitment. Recruitment of additional OLB Secondary Marketing Division Employees and
locations for services to be performed by OLB Secondary Marketing Division Employees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;Other. Such other and further administrative services as may be mutually agreed to by the
parties from time to time.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->33.<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS<BR>
EXHIBIT, AND SUCH CONFIDENTIAL PORTIONS IDENTIFIED BY &#091; * &#093; HAVE BEEN OMITTED AND<BR>
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><U><B>Exhibit&nbsp;B</B></U>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U><B>Determination of Net Divisional Profitability</B></U>

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Net Divisional Profitability shall be determined by Bank, or by the certified public accountants of
Bank, and shall, in the absence of a manifest error, be conclusive as to the amount payable to
Company under this Agreement. The Net Division Profitability shall be equal to the:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">SUM of all bank fees, service release premium fees and yield spread premium
collected in connection with applications for Mortgage Loans submitted by OLB
Secondary Marketing Division Employees to Bank;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">LESS all costs incurred by Bank in connection with such Mortgage Loans including but
not limited to all administrative salaries and benefits, commissions paid to
originators, benefits cost of originators, an Override Fee (as defined below), a
Graduated Funding Fee (as defined below), any fees charged by any loan purchaser,
underwriter or any other third party in connection with a loan, and all other
expenses relating solely to the OLB Secondary Marketing Division Employees,
including but not limited to rent (includes all lease associated costs), insurance,
utilities, licensing fees, software costs, supplies, education, regulatory, systems,
amortization of furniture and equipment as well as non amortized furniture and
equipment, mileage, subscriptions, associations, meals, entertainment, professional
fees, franchise tax, marketing and advertising, legal, audit, accounting,
stationary, postage, web site, printing, forms, bank charges, bad debt, director&#146;s
expenses, club memberships, charitable contributions, interest expense, taxes,
repairs and maintenance and loss on sale of loans.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">The following terms have the following meanings for the purposes of this Agreement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">(i) &#147;Override Fee&#148; shall be equal to &#091; * &#093;% (&#091; * &#093;bps) on all Mortgage Loans
closed during the month then ended;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">(ii) &#147;Graduated Funding Fee&#148; shall be applied to each Mortgage Loan file in
an amount based upon the number of Mortgage Loans closed during the month
then ended as follows:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Mortgage Loans Closed</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Fee</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">0-40
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">$&#091; * &#093; per Mortgage Loan</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">41-60
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">$&#091; * &#093; per Mortgage Loan</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Over 60
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">$&#091; * &#093; per Mortgage Loan</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The parties acknowledge and agree that the Override Fee and the Graduated Funding Fee are net of
any funding fees paid to any loan purchaser, underwriter or any other third party in connection
with a loan
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->34.<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS<BR>
EXHIBIT, AND SUCH CONFIDENTIAL PORTIONS IDENTIFIED BY &#091; * &#093; HAVE BEEN OMITTED AND<BR>
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</DIV>




<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><U><B>Exhibit&nbsp;C</B></U>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U><B>OLB Secondary Marketing Division Employees</B></U>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">&#091; * &#093;

</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->35.<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS<BR>
EXHIBIT, AND SUCH CONFIDENTIAL PORTIONS IDENTIFIED BY &#091; * &#093; HAVE BEEN OMITTED AND<BR>
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><U><B>Exhibit&nbsp;D</B></U>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">Real Estate

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Property commonly known as:

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">1. 1491 West Main Street<BR>
Tipp City, OH 45371

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">2. 2400 Corporate Exchange Drive<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Suite&nbsp;240<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Columbus, OH 43231

</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->36.<!-- /Folio -->
</DIV>



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