WMA Trust Agreement This Agreement between Steven C. Scudder of Centerville, Montgomery County, Ohio ("Trustee") and William Apostelos of Springboro, Warren County, Ohio (the "Grantor") is eritered into as of the 23rd day of July, 2013 (the "Effective Date").

Grantor is the sole beneficial Grantor of the land described in Exhibit 1 (the "Real Property") to this Trust Agreement, including all buildings and other fixed improvements, and all interests and rights pertaining to the Real Property.

Grantor has agreed to transfer the Real Property to Trustee, subject to the terms of this Trust Agreement, and to any leases, easements, restrictions and covenants of record.

From time to time business associates ("Lenders") make short-term loans to Grantor for the purpose of financing specific transactions. Such transactions are referred to in this Trust Agreement, individually as a "Loan", and collectively as the ""Loans".

The Trust evidenced by this Trust Agreement shall be known as the WMA Trust and has been established to provide additional security for the Loans. Its terms shall be construed in a manner consistent with its purpose.

Trustee shall have no beneficial interest in the Real Property.

NOW in consideration of the mutual covenants, conditions, and agreements set forth in this document, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the parties agree as follows:

DEFINITIONS

Trustee shall mean the Trustee or Trustees named in this Trust Agreement and any person or persons who subsequently are appointed to serve as Trustee or Trustees and who accept such appointment in writing. Any Trustee shall exercise the rights, powers, authority and privileges granted to the Trustee under the terms of this Trust Agreement. The Trustee shall hold the Real Property, and any other assets that become part of the corpus of the Trust, for the benefit of the Beneficiaries.

Beneficiaries shall mean the Lenders listed in the Schedule of Beneficial Interests attached to this Trust Agreement, as amended from time to time, and the Grantor. The extent of the beneficial interest of each Beneficiary shall be as set forth in this Agreement. No Lender shall become a Beneficiary until the Trustee receives an accurate and complete copy of the relevant Loan documents. The nature and scope of the beneficial interest of any Lender shall be determined by the Trustee based on the Loan documents actually received by the Trustee. Upon receipt by the Trustee of a complete and accurate copy of any Loan documents, the Schedule of Beneficial Interests shall be amended to reflect the beneficial interests of the Lender, without any further action by the Grantor. Grantor agrees promptly to provide complete and accurate copies of all Loan documents to Trustee, and to inform Trustee when a Loan is repaid.

GENERAL PROVISIONS

1. The parties acknowledge and agree that:

(a) Except as otherwise expressly provided in this Trust Agreement, Trustee will hold the Real Property, and all rights, title and interest in it, and any benefit to be derived from it, together with any additional assets which may be transferred into the Trust, as Trustee for and on behalf of the Grantor and the Lenders, according to the provisions of this Trust Agreement.

(b) Trustee otherwise has no legal or beneficial interest in the Real Property.

(c) Except for the rights of the Lenders expressly set forth in this Trust Agreement, all other attributes of the beneficial ownership of the Real Property shall be and remain with Grantor.

2. Trustee agrees, subject to the indemnity provisions of this Agreement, that it shall at all times deal with the Real Property as Trustee only in accordance with the terms of this Trust Agreement and, except as expressly provided in this Trust Agreement, shall take such steps as Trustee deems reasonable and appropriate, and within the scope of the powers granted to Trustee under this Trust Agreement, to avoid any further encumbrances on the Real Property. Except as expressly provided in this Trust Agreement, Trustee shall

2

have no active or independent duties to perform with respect to the Real Property. Grantor shall be responsible for timely payment of real estate and any other applicable taxes, and for timely payment for any required maintenance or other activity as necessary to avoid mechanics liens or similar encumbrances.

3. Trustee shall enter into, execute and deliver as Trustee, only such instruments, including, without limitation, assignments, deeds, transfers, leases, subleases, assignments and surrenders of leases, mortgages, pledges, easements, licenses, privileges, management contracts, and other agreements, (collectively called "Instruments") relating to the Real Property, as Trustee from time to time reasonably shall determine to be necessary to implement the terms of this Trust Agreement and which, based on the reasonable judgment of the Trustee, are necessary to protect the interests of the Grantor and the Lenders, as appropriate under the then prevailing circumstances. Grantor shall have the right to sell all or part of the Real Property at any time, upon such terms and conditions as he shall determine, in his sole discretion, and no Lender shall have any right to or interest in the proceeds of the sale, provided at least one of the following conditions is met with respect to each Loan made by that Lender which is outstanding at the time of the sale:

(a) The Loan is paid in full either before the sale or from the sale proceeds.

(b) Grantor deposits into an account in the name of the Trust a sum equal to the total amount required to pay the Loan in full. In that event, Trustee shall hold all amounts deposited in the account for the benefit of the Lender, until such time as the Loan is paid in full. Any such account may be a checking, money market or similarly liquid interest bearing account and Trustee shall have no obligation to invest the funds.

(c) Grantor transfers additional property ("New Property"), real or personal, into the Trust with a fair market value equal to or greater than the amount described in (b), above, notifies Lender of the substitution at least 14 days prior to the sale, and provides to Lender the basis for the valuation of the New Property, and any other information regarding the New Property Lender reasonably requests within that fourteen-day period.

(d) In the event Grantor sells only part of the Real Property, the remainder of the Real Property has a fair market value, determined by a qualified independent appraiser, equal to or greater than the sum of the balances on all Loans then outstanding.

3

Any mortgage or pledge of the Real Property by Grantor shall be permitted only if one of the conditions described in (a), (b) or (c) is met, substituting in each instance "mortgage or pledge" for "sale" and "loan proceeds" for "sale proceeds", or if the fair market value of the Real Property together with any other assets held by the Trust, determined by a qualified appraiser and reduced by the amount of any loan secured by a mortgage or pledge, is equal to or greater than the sum of the balances of all Loans then outstanding, and any documents evidencing the mortgage or pledge expressly acknowledge that the security interest granted by the mortgage or pledge is subordinate to the rights granted under this Trust Agreement to all Lenders with Loan balances then outstanding, and to the rights of the Trustee to take action to protect the interests of such Lenders.

4. The parties acknowledge that the Real Property is a farm and, as of the effective date of this Trust Agreement, currently is subject to an assignable crop lease. Grantor shall have the right to extend the term of the current lease, and to negotiate and enter into subsequent leases, with any party, provided that any such lease shall be on commercially reasonable terms, and shall not impair the rights of Lenders. To the extent any such leases are entered into directly with Grantor, as beneficial owner subject to the terms of this Trust Agreement, such leases shall be assignable to the Trust to the extent necessary to protect the interests of Lenders. Grantor agrees to take such actions, and execute such additional documents relating to any such lease and/or the income generated by any such lease, as reasonably shall be required by Trustee to protect the interests of the Lenders. Except as otherwise expressly provided in this Trust Agreement, Trustee acknowledges and agrees that all rents, profits and other receipts and revenues of any nature or kind arising from the Real Property shall belong legally and beneficially to Grantor, and that Trustee has no legal or beneficial interest in such rents, profits and other receipts and revenues. Except as necessary to protect the rights of any of the Lenders in the event of a default by Grantor on a loan:

(a) Trustee shall promptly remit to Grantor all rents, profits and other receipts and revenues of any nature or kind arising from the Real Property, which may be received by Trustee.

(b) Any such income may be paid directly to Grantor, and shall not be subject to the terms of this Trust Agreement.

Trustee shall incur no liability to any person for payment of any income generated by the

4

Real Property to the Grantor, either by the Trustee, any lessee or other third party prior to the receipt of actual notice of a default by Grantor with respect to any Loan. Trustee shall notify Grantor promptly of receipt by Trustee of any notice of default, and Grantor shall either cure all such defaults within ten days or assign to Trustee all lease payments or other income generated by the Real Property actually paid or to be paid to Grantor on or after the date of default, or to be paid after that date, and Trustee shall apply any such amounts received by it to cure any defaults. In the event such amounts are not sufficient to cure all defaults, they shall be allocated pro rata to all Lenders in proportion to the relationship of the outstanding balance of each defaulted Loan to the sum of the outstanding balances of all outstanding defaulted Loans, as reasonably determined by the Trustee based on the relevant information then known to the Trustee. Each of Trustee and Grantor shall, at the request and expense of Grantor, account to the other for all sums received with respect to the Real Property; provided, however, that Grantor shall not be obligated to provide any such accounting prior to receipt by Trustee of written notice of a default on any Loan.

5. Trustee shall promptly deliver to Grantor all Instruments as may come into its Possession with respect to the Real Property, together with all recording information.

6. Each of Trustee and Grantor shall promptly transmit to the other copies of all notices, claims, demands or other communications, which Trustee may receive and which relate in any way to the Real Property. Unless it relates to enforcement or protection of the rights of any Lender under this Trust Agreement:

(a) Trustee, upon the request of Grantor, shall be a nominal party to any action in response to or as a consequence of any such matter.

(b) Any such action, proceeding, negotiation or other response shall be conducted by Grantor, with counsel selected by him, and Trustee shall not, nor shall Trustee be obligated to, take any such action itself, its only obligation being that of a nominal party subject to the indemnity provided under the terms of this Trust Agreement. Notwithstanding the preceding provisions of this Section 6, nothing in this Trust Agreement shall be construed to limit the right of the Trustee to take any action, within or outside of the context of litigation, arbitration or mediation, reasonably deemed necessary by the Trustee to enforce or protect the rights of the Lenders under this Trust Agreement.

5

7. Grantor acknowledges and agrees that he shall be responsible for all encumbrances, charges, costs, expenses, losses, damages, claims, demands and liabilities in any way connected with or related to the Real Property, including any costs or fees incurred by Trustee to discharge its obligations under this Trust Agreement (collectively called "Expenses"), that, except as otherwise expressly provided in this Trust Agreement, Trustee has no active duties to perform in connection with the Real Property, and that all obligations (including any mortgage, contract, tax or insurance obligations), responsibilities, acts or omissions pertaining to the Real Property shall be the responsibility of and shall be performed or omitted to be performed by Grantor.

8. Grantor hereby releases Trustee from any and all liability that Trustee may incur in respect of any action taken by Trustee either pursuant to the authorization or direction of Grantor or pursuant to the terms of this Trust Agreement, as reasonably interpreted by Trustee. Grantor shall indemnify and hold Trustee harmless from all liabilities of whatsoever kind and character that may arise out of any act or omission by Trustee pursuant to the terms of this Trust Agreement and from the expenses, obligations and responsibilities during the entire period of time that the Real Property is vested in Trustee pursuant to this Trust Agreement.

9. It is understood and agreed between the parties that the relationship between them shall be that of Grantor/beneficiary and Trustee only, that there is no intention to create a relationship of partnership, or agency between Grantor and Trustee, and that this Trust Agreement should not be construed to create any association or joint venture between Grantor and Trustee.

10. Each of the parties covenants that it will from time to time as may be deemed necessary and requisite do all such acts and effect such further and other assurances as may be reasonably necessary or desirable to effect and carry out the intent and purpose of this Trust Agreement.

11. This is the entirety of the Trust Agreement. No changes can be made except in writing and signed by both parties. Notwithstanding the preceding sentence, if there are any outstanding Loans as of the proposed effective date of any amendment, no amendment to this Trust Agreement shall be made without the approval of the Lenders; provided, however, that Grantor shall have the right to repay any such Loan in lieu of getting approval of any Lender. Any such repayment shall be at the sole discretion of Grantor,

6

and nothing in this Trust Agreement shall be construed to require pre-payment of any Loan. This Trust Agreement shall be construed in accordance with and governed by the laws of the State of Ohio.

12. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Notwithstanding the preceding sentence, neither Grantor nor any Lender may assign its rights or obligations under this Trust Agreement to any other party without the consent of Grantor and/or any other Lender with any Loan then outstanding, as appropriate.

13. Except as indicated in this Trust Agreement or on the copy of the title insurance policy (the "Policy") attached as Exhibit 2, Grantor represents and warrants that, to the best of his knowledge, and after reasonable investigation, there are no liens, mortgages or other encumbrances related to the Real Property.

GENERAL POWERS OF THE TRUSTEE

Subject to the limitations imposed by the preceding provisions of this Trust Agreement, and to the extent Trustee reasonably determines, in its sole discretion, that such action is necessary to accomplish the purposes for which the Trust was established, the Trustee shall have the power to:

(a) Buy or otherwise acquire, to hold, to exchange or partition, to sell at public or private sale, and to mortgage, pledge or otherwise encumber or dispose of all or any part of any Trust asset, and to execute any and all deeds, promissory notes, mortgages and other instruments necessary or appropriate to do so.

(b) To lease and sublease all or any part of the Real Property on such term(s) as the Trustee deems advisable.

(c) Contest or compromise any claims in favor of or against or in any way relating to any asset of the Trust, including but not limited to the Real Property.

Notwithstanding any provision of this Trust Agreement, no Trustee shall be required to take any action, which will, in the opinion of the Trustee, create the potential for any personal liability unless first indemnified to its satisfaction.

7

TERMINATION

Grantor may terminate the Trust at any time if, and only if, one of the following conditions is met:

(a) All Lenders have been paid in full and there are no Beneficiaries other than the Grantor.

(b) All other Beneficiaries consent, in writing.

The Trust also may be terminated by order of any court of competent jurisdiction, or pursuant the direction of the arbitrator(s) in any binding arbitration to which the parties have agreed. No Beneficiary shall have any cause of action against the Trustee for any action taken by the Trustee to implement any such order or direction.

RESIGNATION AND APPOINTMENT OF SUCCESSOR TRUSTEES

Any Trustee may resign by written instrument signed by Trustee and delivered to Grantor and to all Beneficiaries. Grantor may appoint additional or successor Trustees, or replace any Trustee, upon written notice to all Beneficiaries then listed on the Schedule of Beneficial Interests. Notwithstanding the preceding sentence, Grantor may not, without the consent of all Beneficiaries then listed on the Schedule of Beneficial Interests replace any Trustee if, at the time, Grantor is not current on all Loan payments. Upon the appointment of any successor or additional Trustee, the title to the Real Property and any other Trust assets shall, without the necessity for any conveyance, be vested in said successor or additional Trustee jointly with the remaining Trustee or Trustees, if any. Subject to the provisions of any amendments to this Trust Agreement adopted in the interim, each successor and additional Trustee shall have the rights, powers, authority and privileges as if named as an original Trustee. No Trustee shall be required to furnish bond.

Except as may be necessary to enforce a judgment entered in connection with a default by Grantor on any Loan, or to enforce a declaratory judgment or similar order resulting from an action filed by the Trustee, this Trust shall not be administered by any Court.

AMENDMENT

This Trust Agreement may be amended by written instrument signed by all of the Beneficiaries

8

and delivered to the Trustee. No such amendment shall be effective before the Trustee receives a complete, fully executed copy.

TRUSTEE LIABILITY AND RELIANCE OF PURCHASERS AND OTHERS

No Trustee shall be liable for any error of judgment or for any loss arising out of any act or omission in good faith, but shall be responsible only for his/her own willful breach of trust. No license of court shall be requisite to the validity of any transaction entered into by the Trustee. No purchaser, transferee, pledgee, mortgagee or other lender shall be under any obligation to see to the application of the purchase money or of any money or property loaned or delivered to any Trustee, or to verify compliance with the terms and conditions of this Trust Agreement. Every agreement, lease, deed, mortgage, note, or other instrument or document executed or action taken by any one Trustee of this Trust and appearing in appropriate public records shall be conclusive evidence in favor of every person relying or making a claim based on it that:

(a) At the time of the delivery of the document thereof or of the taking of such action, this Trust was in full force and effect.

(b) The execution and delivery thereof or taking of such action was duly authorized by the terms ofthis Trust Agreement.

(c) The document or action is valid, binding, and legally enforceable.

Absent actual knowledge to the contrary, any person dealing with the Trust assets or with a Trustee always may rely, without inquiry, on any document signed by any Trustee and appearing on its face to be valid.

NO PERSONAL LIABILITY

No Trustee of this Trust shall be held personally or individually liable for any of the obligations incurred or entered into on behalf of the Trust, and each person who deals with the Trustee shall look solely to the Trust assets for satisfaction of any claims that such person may have

9

/ 7/A1 3 Date Trustee date

against the Trust.

DIVISION AMONG TRUSTEES

In the event that there are multiple Trustees, in the event of any division between the Trustees as to actions to be taken, the majority of Trustees shall control. In the event that the Trustees are evenly divided, the vote of the longest serving Trustee shall be decisive.

ACKNOWLEDGMENT

The initial Trustee is a licensed attorney who provides ongoing legal services to Grantor with respect to a variety of issues. Grantor and all Lenders acknowledge receipt of a copy of this Trust Agreement and that, in the event of any dispute between Grantor and any Lender(s), the initial Trustee will not and cannot represent any party to any such dispute, and that, in the context of any such dispute, Trustee shall be responsible only for discharging impartially its duties under the Trust Agreement, and further that circumstances may arise which may, based on the reasonable judgment of Trustee and/or application of the rules relating to professional responsibilities and/or conflicts of interest applicable to attorneys, cause the Trustee to resign. By executing this Trust Agreement, Grantor acknowledges disclosure of any actual or potential conflicts of interest resulting from the obligations of and/or actions by Trustee pursuant to the terms of this Trust Agreement, and expressly waives his rights to object to any and all such conflicts.

TO EVIDENCE THEIR AGREEMENT the parties have executed this document as of the Effective Date.

10

Sworn to before me and subscribed in my presence by the said, William Apostelos and Steven C Scudder, this day of 2013, who signed the foregoing document and acknowledged to me that it wA signed voluntarily.

Notary Public

(Seal) REBEKAH E. FAIRCHILD, Notary Public In and for the Stale of Ohio My Commission Expires April 1, 2017

11

(2) The name and address of the Trustee of said trust is/are Steven C. Scudder -

(1) The name and address of the Grantor of said trust is/are William Apostelos

Way Springboro, Ohio 45066 , who is/are the original granto

kAiPi - 5FP z ns 06.(akkewho is/are the original trustee. (3) The trust was executed on the 23 RD day of July, 2013.

35 Commercial r.

3 --..7077 Erci`

11111111 1 111111111111 BK: 2004 PG: 714

1111 201300013648 Filed for Record in CLARK COUNTYy OH NANCY PENCE, RECORDER 08-07--2013 At 12:18 PM. TRUST 56.00 OR Volume 2004 Pose 714

- 716

MEMORANDUM OF TRUST

KNOWN ALL MEN BY THESE PRESENTS, That in accordance with the provisions of Ohio Revised Code, the undersigned

WILLIAM APOSTELOS , as the Grantor and STEVEN C.

SCUDDER , as the Trustee of the The WMA Trust Agreement dated the 23 RD day of July 2013,

does hereby set forth the following information concerning the aforementioned trust:

(4) The trustee has full and complete powers, pursuant to the General Powers of the Trustee in said trust, as attached as Exhibit "A".

(5) The designated Sucessor-Trustee of said trust, to serve in the event of the death, resignation or incompetency of the original trustee(s), is WINN ) L.

11 as set forth in the trust. The Successor-Trustee shall have the full and complete powers

as listed in the General Powers of the Trustee, being the same as is vested upon the original trustee.

The undersigned, William Apostelos, being the Grantor and Steven C. Scudder, being the original trustee of the above referenced trust, as hereunto affixed his/her/their signature this

1/4:1) day of July_, 2013.

Co tJ

::rrn[ 7.3 CD c) co C4 53 'r71 QV r- 7 r. c71 o

:';'

m

0. cr, m co

1111

iu

1111 iu

BK: 2004 PG: 715

State of Ohio, County of )A_OP.O.AM , ss:

BE rr REMEMBERED, That on this day of _July_, 2013, before me, the subscriber, a Notary Public in and for said County and State, personally came William Apostelos and Steven C. Scudder, who acknowledged that the signing thereof is his/her/their free and voluntary act and deed.

IN TESTIMONY THEREOF, I have hereunto subscribed my name and affixed my seal on the day and year last aforesaid.

.`

.10

z

1 , . n%.\\%This Instrument Prepared under direction of:

William Apostelos and Steven C. Scudder

REBEKAH E. FAIRCHILD, Notary Public In and for the State ct Ohio Ily Commission Expires AO 1, 2017

iN

1111

BK: 2004 PG: 716

and nothing in this Trust Agreement shall be construed to require pre-payment of any Loan. This Trust Agreement shall be construed in accordance with and governed by the laws of the State of Ohio.

12. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Notwithstanding the preceding sentence, neither Grantor nor any Lender may assign its rights or obligations under this Trust Agreement to any other party without the consent of Grantor and/or any other Lender with any Loan then outstanding, as appropriate.

13. Except as indicated in this Trust Agreement or on the copy of the title insurance policy (the "Policy") attached as Exhibit 2, Grantor represents and warrants that, to the best of his knowledge, and after reasonable investigation, there are no liens, mortgages or other encumbrances related to the Real Property.

GENERAL POWERS OF THE TRUSTEE

Subject to the limitations imposed by the preceding provisions of this Trust Agreement, and to the extent Trustee reasonably determines, in its sole discretion, that such action is necessary to accomplish the purposes for which the Trust was established, the Trustee shall have the power to:

(a) Buy or otherwise acquird, to hold, to exchange or partition, to sell at public or private sale, and to mortgage, pledge or otherwise encumber or dispose of all or any part of any Trust asset, and to execute any and all deeds, promissory notes, mortgages and other instruments necessary or appropriate to do so.

(b) To lease and sublease all or any part of the Real Property on such term(s) as the Trustee deems advisable.

(c) Contest or compromise any claims in favor of or against or in any way relating to any asset of the Trust, including but not limited to the Real Property.

Notwithstanding any provision of this Trust Agreement, no Trustee shall be required to take any action, which will, in the opinion of the Trustee, create the potential for any personal liability unless first indemnified to its satisfaction.

7

Transferred Sale Price

__,/zz14 3 11

AUG - 7 2013 John S. Fadarer

Auditor

APPROVED Clark County Tax Map

L .I.S - AUG 0 7 zoli

2 6-5 iLegal Description q Survey Plot / Loteplit q Subdivision /Annexation

201300013649 Filed

for Record in CLARK COUNTY, OH NANCY PENCE: RECORDER 08-07-2013 At 12:18 PM. QUIT CLAIM 64:00

OR Volume 2004 Pose 717 -

720

Executed this

day of bli_k 2013

O

WILLIAM APO TELOS

11111 1 11 1 1 1111

Vi ICI 11 1 11

BK: 2004 PG: 717

QUIT-CLAIM DEED

WILLIAM APOSTELOS, married, for Valuable Consideration Paid Grants to STEVEN C. SCUDDER, Trustee of the WMA Trust Agreement dated the 23 RD day of July 2013, whose Tax Mailing Address is 35 Commercial Way - Springboro, Ohio 45066, the following REAL PROPERTY:

Situate in Virginia Military Survey #5999, Harmony Township, Clark County, Ohio and being further described as follows:

See Exhibit "A" for complete legal description. n ao - - 05999 ocx)-996 Parcel Id No: 1,?-7 -1 Cco -009

Prior Instrument Reference: Official Records Volume , Page , of the Deed Records of Clark County, Ohio.

CONNIE M. APOSTELOS, Wife of the Grantor hereby releases all rights of dower herein.

Subject to all legal highways, easements, conditions, restrictions and reservations of record, together with all real estate taxes hereafter due and payable, which taxes Grantee hereby assumes and agrees to pay.

tl BK: 2004 PG: 718

Page 2

State of OHIO

County of i ss:

BE IT REMEMBERED, that on this day of S 1 2013, before me, a Notary Public in and for said State and County, personally came, WILLIAM APOSTELOS and CONNIE M. APOSTELOS, husband and wife, the Grantor(s) in the foregoing Deed, and acknowledged the signing thereof to be his/her/their voluntary act and deed.

IN TESTIMONY THEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year aforesaid.

(Seal)

Notary?abli REBEKAH E. FAIRCHILD, Notary Pubic

....... In and for the State of Ohio \\\ I/ 1 4

.. My Commission Expinas April 1, 2017

a >; ;;;; ;:.-99ii,

.02

? .0 130 - (5 - Sciiq -pop - cob * -00q

um

1111

ikMcDougall - Marsh Land Surveyors

8529 Byers Road, Miamisburg, Ohio 45342 Tel: 937-847-2660 - Fax 937-847-2670

BK: 2004 PG: 719

168.8048 acres Hook Property

Situate in Virginia Military Survey #5999, Harmony Township, Clark County, Ohio. Being all of a 169.3 acre (by deed) parcel conveyed to John Hook, Revocable Trust, by O.R. 1790, Page 2064 of the Deed Records of Clark County, Ohio, and being a tract of land more particularly described as follows:

All of the Plats and Deeds referenced hereon, are recorded in the Plat and Deed Records of Clark County, Ohio.

Starting for reference at a railroad spike found at the centerline intersection of South Houston Pike and Wilson Road:

Thence, N 3346'34"W, with the centerline of said South Houston Road, for a distance of 51.01 feet to a Mag nail set at the True Point of Beginning:

Thence, from said True Point of Beginning, N 3346'34"W, continuing with the centerline of said South Houston Road, for a distance of 689.17 feet to a 5/8" iron pin set at the southwest corner of a 12.2 acre parcel conveyed to Harry E. Burnsworth, Jr. and Grace E. Kelly-Bnmsworth by O.R. 1955, Page 74-76 and on the south line of V.M.S. #4480:

Thence, N 5000'00"E, with the south line of said 12.2 acre parcel and the south line of said V.M.S. #4480, passing a fence post found at 7.00 feet and a capped "RE Hankison" iron pin found at 514.42 feet, for a total distance of 1060.02 feet to a 5/8" iron pin set:

Thence, N 8502'54"E, for a distance of 175.24 feet to a 5/8" iron pin set:

Thence, N 1317'00"W, for a distance of 167.97 feet to a capped "RE Hankison" iron pin found on the south limited access right-of-way line of U.S. Route 40:

Thence Northeasterly, with a curve to the left, with said limited access right-of-way line, having a radius of 5789.58 feet, an arc length of 352.72 feet, with a central angle of 329'26" and chord length of 352.67 feet which bears N 7649'04"E, to a 5/8" iron pin set at a point of tangency at Station 1396+85.29/60.00 feet right of the centerline of said U.S. Route 40 east bound per ODOT right-of-way plans CLA. 40-24.31:

Thence, N 7504'20"E, continuing with the south limited access right-of-way line of said U.S. Route 40, for a distance of 413.74 feet to a fence post found at Station 1400+99.50/60.00 feet right, per said ODOT right-of-way plans CLA. 40-24.31 and the northwest corner of a 151.77 acre parcel conveyed to William H. Olinger, III by O.R. 1498, Page 410:

* THOMAS ':"(-) Date: 5/`? //3

KEITH '75 MARSH n IP 5 /35

iii iii iu

iu

BK: 2004 PG: 720

Thence, S 05 21'04"E, with the west line of said 151.77 acre parcel, for a distance of 568.26 feet to a 5/8" iron pin set:

Thence, S 3959'21"E, continuing with the west line of said 151.77 acre parcel, passing a fence post found at 3691.29 feet, for a total distance of 3691.73 feet to a 5/8" iron pin set on the north line of a 57.25 acre parcel conveyed to Olinger Farms, LLC. by O.R. 1735, Page 719-720 and on the north line of V.M.S. #4214:

Thence, S 4937'45"W, with the north line of said 57.25 acre parcel and V.M.S. #4214, passing a 5/8" iron pin set at 1700.71 feet, for a total distance of 1720.71 feet to a Mag nail set at the southwest corner of said 57.25 acre parcel and in the centerline of said South Houston Pike:

Thence, N 4041'57"W, with the centerline of said South Houston Pike, for a distance of 1641.52 feet to a railroad spike found:

Thence, N 3933'56"W, continuing with the centerline of said South Houston Pike, for a distance of 1476.41 feet to a Mag nail

set on the south line of a 4.410 acre parcel conveyed to Dana N. and Connie L. Andrews by O.R. 386, Page 20 and O.R. 1475, Page 468:

Thence, N 5051'15"E, with the south line of said 4.410 acre parcel, passing a 5/8" iron pin found at 26.07 feet, a capped "RET" iron pin found at 483.19 feet, for a total distance of 671.42 feet to a "RET" iron pin found:

Thence, N 1457'37"W, with the east line of said 4.410 acre parcel, for a distance of 396.66 feet to a 5/8" iron pin found:

Thence, S 7004'57'W, with the north lines of said 4.410 acre parcel, a 1.875 acre parcel conveyed to Joseph and Stacy Patterson by O.R. 1843, Page 386, a 1.137 acre parcel conveyed to Lowell E. and Debris E. Davis, Tr. by 0. R. 1387, Page 2182, passing a capped "RET" iron pin found at 371.50 feet and fence post found at 851.75 feet, for a total distance of 882.82 feet to the True Point of Beginning, Containing 168.8048 acres of which 1.3118 acres are in right-of-way. Subject to all legal conditions, easements and right-of-ways pertaining to the premises herein described. This description prepared by McDougall - Marsh Land Surveyors. Based on a field survey made by same in April 2013, under the direct supervision of Thomas K. Marsh P.S. #7735. All iron pins set are 30" x 5/8" capped "7735." Bearings are based on the south line of Tract A, B, and C (N 5000'00"E) as recorded in Survey Volume 20, Page 85 of the Survey Records of Clark County, Ohio.

cgA/7110 ,- Thomas K. Marsh P.S. #7735 OF

nir I APPROVED Clark County Tax Map

Pt+ MAY 1 0 2013 2-ca, - 5 Q /Legal Description

Survey Plat I Lotspiit q Subdivision I Annexation

Signed Trust AgreementFiled memorandum of trustPage 1Page 2Page 3

Filed Quit-Claim DeedPage 1Page 2Page 3Page 4