As filed with the Securities and Exchange
Commission on July 17, 2018
Registration No. 333-197203
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
____________________
First
Defiance Financial Corp.
(Exact name of Registrant as specified
in its charter)
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Ohio
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34-1803915
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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601 Clinton Street, Defiance, Ohio
43512
(Address of Principal Executive Offices)
(Zip Code)
First Defiance Financial Corp.
Employee Investment Plan
(Full title of the plan)
Mr. Donald P. Hileman
President and CEO
First Defiance Financial Corp.
601 Clinton Street
Defiance, Ohio 43512
(419) 782-5015
Tel. No.: (419) 782-5015
(Name and address, including zip code, and
telephone number, including area code, of agent for service)
Copies of all communications, including
communications sent to agent for service, should be sent to:
Kimberly J. Schaefer
Vorys, Sater, Seymour and Pease LLP
301 East Fourth Street
Suite 3500
Great American Tower
Cincinnati, Ohio 45202
Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Emerging growth company
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (this “Post-Effective Amendment No. 1”) relates to the Registration Statement on
Form S-8 (SEC File No. 333-197203) filed by First Defiance Financial Corp., an Ohio corporation (the “Company”), with
the Securities and Exchange Commission (the “SEC”) on July 2, 2014, with respect to the First Defiance Financial Corp.
Employee Investment Plan (as originally filed, the “Registration Statement”).
The Registration Statement registered 50,000
shares of common stock of the Company, $.01 par value (the “Common Stock”), of which 35,523 shares have been sold pursuant
to the Plan. The Company effected a two-for-one split of the Common Stock in the form of a share distribution (the “Stock
Split”) with a record date of July 2, 2018, and a payable date of July 12, 2018. This Post-Effective Amendment No. 1 is filed
under Rule 416(b) of the Securities Act of 1933, as amended (the “Securities Act”), to increase the number of shares
of Common Stock registered under the Registration Statement from 50,000 to 64,477.
The Registration Statement is hereby further
amended to reflect that, in accordance with Rule 416(a) of the Securities Act, the number of securities registered shall include
such additional securities to be offered or issued from time to time in connection with stock splits, stock dividends or similar
transactions. Except to the extent specified herein, the Registration Statement, as originally filed, is not amended or otherwise
affected by this Post-Effective Amendment No. 1.
INDEX TO EXHIBITS
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(1)
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Incorporated by reference to Exhibit 3.1 of the Company’s Form S-3 filed on November 10, 2009 (File No. 333-163014).
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(2)
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Incorporated by reference to Exhibit 3.1 of the Company’s
Form 8-K filed on June 22, 2018
(File No. 000-26850).
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(5)
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Filed previously as Exhibit 4.1 to the Company’s
Form S-8 filed on September 1, 2000 (File No. 333-45142).
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(6)
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Included in Exhibit 5.
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SIGNATURES
The Registrant.
Pursuant to the requirements
of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Defiance, State of Ohio, on July 16, 2018.
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FIRST DEFIANCE FINANCIAL CORPORATION
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By:
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/s/ Donald P. Hileman
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Donald P. Hileman
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Director, President and Chief Executive Officer
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Pursuant to the requirements of the Securities
Act, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities
and on the dates indicated below.
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Signatures
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Title
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Date
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/s/ William J. Small
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Chairman of the Board
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July 16, 2018
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William J. Small
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/s/ Donald P. Hileman
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Director, President and Chief Executive Officer
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July 16, 2018
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Donald P. Hileman
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/s/ Kevin T. Thompson
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Executive Vice President and Chief Financial Officer (principal accounting officer)
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July 16, 2018
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Kevin T. Thompson
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/s/ John L. Bookmyer
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Director, Vice Chairman
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July 16, 2018
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John L. Bookmyer
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/s/ Douglas S. Burgei
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Director
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July 16, 2018
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Dr. Douglas A. Burgei
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/s/ Thomas A. Reineke
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Director
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July 16, 2018
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Thomas A. Reineke
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/s/ Barb A. Mitzel
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Director
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July 16, 2018
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Barb A. Mitzel
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/s/ Jean A. Hubbard
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Director
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July 16, 2018
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Jean A. Hubbard
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/s/ Samuel S. Strausbaugh
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Director
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July 16, 2018
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Samuel S. Strausbaugh
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/s/ Charles D. Niehaus
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Director
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July 16, 2018
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Charles D. Niehaus
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/s/ Terri A. Bettinger
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Director
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July 16, 2018
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Terri A. Bettinger
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/s/ Thomas K. Herman II
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Director
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July 16, 2018
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Thomas K. Herman II
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Director
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Mark A. Robison
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/s/ Robert E. Beach
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Director
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July 16, 2018
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Robert E. Beach
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Exhibit 4.3
CODE OF REGULATIONS
OF
FIRST DEFIANCE FINANCIAL CORP.
ARTICLE I
Principal Office
The principal office
of First Defiance Financial Corp. (herein the “Corporation”) in Ohio is located is 601 Clinton Street, Defiance, Ohio
43512. The Corporation may also have offices at such other places within or without the State of Ohio as the Board of Directors
shall from time to time determine.
ARTICLE II
Stockholders
SECTION 1.
Place of Meetings
. All annual and special meetings of stockholders shall be held at such place within or without
the State in which the principal executive office of the Corporation is located as the Board of Directors may determine and as
designated in the notice of such meeting.
SECTION 2.
Annual Meeting
. A meeting of the shareholders of the Corporation for the election of directors and for the transaction
of any other business of the Corporation shall be held annually at such date and time as the Board of Directors may determine.
SECTION 3.
Special Meetings
. Special meetings of the stockholders for any purpose or purposes may be called by the chairman
of the board, the president or the Board of Directors in accordance with the Corporation’s Articles of Incorporation.
SECTION 4.
Conduct of Meetings
. Annual and special meetings shall be conducted in accordance with the rules and procedures established
by the Board of Directors. The Board of Directors shall designate, when present, either the chairman of the board or president
to preside at such meetings.
SECTION 5.
Notice of Meeting
. Written notice stating the place, day and hour of the meeting and the purpose or purposes for
which the meeting is called shall be mailed by the secretary or the officer performing his duties, not less than seven days nor
more than sixty days before the meeting to each stockholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears
on the stock transfer books or records of the Corporation as of the record date prescribed in Section 6 of this Article II, with
postage thereon prepaid. If a stockholder is present at a meeting, or in writing waives notice thereof before or after the meeting,
notice of the meeting to such stockholder shall be unnecessary. When any stockholders’ meeting, either annual or special,
is adjourned, notice of adjournment need not be given if the time and place to which such meeting is adjourned are fixed and announced
at such meeting.
Upon request in writing
delivered either in person or by registered mail to the president or the secretary by any persons entitled to call a meeting of
stockholders, the president or the secretary shall give written notice of the meeting to be held on a date not less than seven
nor more than sixty days following the provision of such notice. If such notice is not given within fifteen days after the delivery
or mailing of such request, the persons calling the meeting may fix the time of the meeting and give notice thereof as provided
in the preceding paragraph, or cause notice to be given by any designated representative.
SECTION 6.
Fixing of Record Date
. For the purpose of determining stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board of Directors shall fix in advance a date as the record date
for any such determination of stockholders. Such date in any case shall not be a date earlier than the date on which the record
date is fixed and shall not be more than sixty days and, in case of a meeting of stockholders, not less than twenty days prior
to the date on which the particular action, requiring such determination of stockholders, is to be taken. When a determination
of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.
SECTION 7.
Voting Lists
. The Corporation shall make available upon the request of any stockholder at any meeting of stockholders,
a complete record of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each. The original stock transfer books shall be prima facie evidence as to
who are the stockholders entitled to examine such record or transfer books or to vote at any meeting of stockholders.
SECTION 8.
Quorum
. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding voting shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted
at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
SECTION 9.
Proxies
. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder
or by his duly authorized attorney in fact. Proxies solicited on behalf of the management shall be voted as directed by the stockholder
or, in the absence of such direction, as determined by a majority of the Board of Directors. No proxy shall be valid after eleven
months from the date of its execution unless otherwise provided in the proxy. Every appointment of a proxy shall be revocable unless
such appointment is coupled with an interest.
SECTION 10.
Voting
. Every stockholder entitled to vote shall be entitled to one vote for each share of stock held by him. Unless
otherwise provided in the Articles of Incorporation, by applicable law, or by this Code of Regulations, a majority of those votes
cast by stockholders at a lawful meeting shall be sufficient to pass on a transaction or matter.
SECTION 11.
Voting of Shares in the Name of Two or More Persons
. When ownership of stock stands in the name of two or more persons,
in the absence of written directions to the Corporation to the contrary, at any meeting of the stockholders of the Corporation
any one or more of such stockholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event
an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose name shares of stock stand,
the vote or votes to which these persons are entitled shall be cast as directed by a majority of those holding such stock and present
in person or by proxy at such meeting and, an equal number of votes shall be cast for and against any proposal if a majority cannot
agree.
SECTION 12.
Voting of Shares by Certain Holders
. Shares standing in the name of another corporation may be voted by any officer,
agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, and except to the extent
inconsistent with applicable law, as the Board of Directors of such corporation may determine. Shares held by an administrator,
executor, guardian, conservator or a trustee in bankruptcy may be voted by him, either in person or by proxy, without a transfer
of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no
trustee, other than a trustee in bankruptcy, shall be entitled to vote shares held by him without a transfer of such shares into
his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate
order of the court or other public authority by which such receiver was appointed.
A stockholder whose
shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares
of its own stock held by the Corporation, nor shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares at any given time for purposes of any meeting.
SECTION 13.
Inspectors of Election
. In advance of any meeting of stockholders, the Board of Directors may appoint any persons,
other than nominees for office, as inspectors of election to act at such meeting or any adjournment thereof. The number of inspectors
shall be either one or three. If the Board of Directors so appoints either one or three inspectors, that appointment shall not
be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board or the president may, and
on the request of not less than ten percent of the votes represented at the meeting shall, make such appointment at the meeting.
In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment
by the Board of Directors in advance of the meeting or at the meeting by the chairman of the board or the president.
Unless otherwise prescribed
by applicable law, the duties of such inspectors shall include: determining the number of shares of stock and the voting power
of each share, the shares of stock represented at the meeting, the existence of a quorum, the authenticity, validity and effect
of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection
with the right to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all stockholders.
ARTICLE III
Officers
SECTION 1.
Positions
. The officers of the Corporation shall be a president, one or more vice presidents, a secretary and a treasurer,
each of whom shall be elected by the Board of Directors. The Board of Directors may also designate the chairman of the board as
an officer. The president shall be the chief executive officer, unless the Board of Directors designates another person as the
chief executive officer. The offices of the secretary and treasurer may be held by the same person and a vice president may also
be either the secretary or the treasurer. The Board of Directors may designate one or more vice presidents as executive vice president
or senior vice president. The Board of Directors may also elect or authorize the appointment of such other officers as the business
of the Corporation may require. The officers shall have such authority and perform such duties as the Board of Directors may from
time to time authorize or determine. In the absence of action by the Board of Directors, the officers shall have such powers and
duties as generally pertain to their respective offices.
SECTION 2.
Election and Term of Office
. The officers of the Corporation shall be elected annually by the Board of Directors
at the first meeting of the Board of Directors held after each annual meeting of the shareholders or at such other meeting of the
Board of Directors as is determined by the Board of Directors. Each officer shall hold office until his successor shall have been
duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.
Election or appointment of an officer, employee or agent shall not of itself create contract rights. The Board of Directors may
authorize the Corporation to enter into an employment contract with any officer in accordance. with state law, but no such contract
shall impair the right of the Board of Directors to remove any officer at any time in accordance with Section 3 of this Article
III.
SECTION 3.
Removal
. Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the
Corporation will be served thereby, but such removal, other than for cause, shall be without prejudice to the contract rights,
if any, of the person so removed.
SECTION 4.
Vacancies
. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be
filled by the Board of Directors for the unexpired portion of the term.
ARTICLE IV
Contracts, Loans, Checks and Deposits
SECTION 1.
Contracts
. To the extent permitted by applicable law, and except as otherwise prescribed by the Corporation’s
Articles of Incorporation or this Code of Regulations with respect to certificates for shares, the Board of Directors may authorize
any officer, employee, or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name
of and on behalf of the Corporation. Such authorization may be general or confined to specific instances.
SECTION 2.
Loans
. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued
in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.
SECTION 3.
Checks, Drafts, Etc
. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation shall be signed by one or more officers, employees or agents of the Corporation in such manner
as shall from time to time be determined by the Board of Directors.
SECTION 4.
Deposits
. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit
of the Corporation in any of its duly authorized depositories as the Board of Directors may select.
ARTICLE V
Certificates for Shares and Their Transfer
SECTION 1.
Uncertificated Shares; Certificates for Shares
. To the extent permitted by Ohio law, the Board of Directors may provide
by resolution that shares of capital stock of the Corporation shall be issued in uncertificated form. Any such resolution shall
not apply to (i) shares then represented by a certificate until such certificate is surrendered to the Corporation, or (ii) to
a certificated share issued in exchange for an uncertificated share. Notwithstanding the foregoing, every holder of shares of the
Corporation is entitled, upon request, to receive one or more certificates representing the shares of stock of the Corporation
held by such holder. Any such certificate shall be signed by the chairman or vice chairman of the Board of Directors or by the
president or a vice president and by the secretary, an assistant secretary, the treasurer, or an assistant treasurer of the Corporation,
and may be sealed with the seal of the Corporation or a facsimile thereof. Any or all of the signatures upon a certificate may
be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar, other than the Corporation
itself of an employee of the Corporation. If any officer who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before the certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer at the date of its issue.
SECTION 2.
Form of Share Certificates
. Certificates, if any, representing shares issued by the Corporation shall set forth upon
the face or back that the Corporation will furnish to any shareholder upon request and without charge within five days after receipt
of written request therefor a full statement of the designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued, the variations in the relative rights and preferences between the shares of each such series
so far as the same have been fixed and determined and the authority of the Board of Directors to fix and determine the relative
rights and preferences of subsequent series. Each certificate representing shares shall state upon the face thereof: (i) that the
Corporation is organized under the laws of the State of Ohio; (ii) the name of the person to whom issued; (iii) the number of shares
represented by such certificate; (iv) the date of issue; (v) the designation of the series or class, if any, which such certificate
represents. Other matters in regard to the form of the certificates shall be determined by the Board of Directors.
Within a reasonable
time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner of the shares
a written notice containing the information required to be set forth or stated on certificates pursuant to applicable law.
SECTION 3.
Payment of Shares
. No share shall be issued, whether in certificated or uncertificated form, until such share is
fully paid.
SECTION 4.
Form of Payment for Shares
. The consideration for the issuance of shares shall be paid in accordance with the provisions
of the Corporation’s Articles of Incorporation.
SECTION 5.
Transfer of Shares
. Transfer of shares of capital stock of the Corporation shall be made only on its stock transfer
books. Authority for such transfer shall be given only by the holder of record thereof or by his legal representative, who shall
furnish proper evidence of such authority, or by his attorney thereunto authorized by power of attorney duly executed and filed
with the Corporation. In the case of certificated shares, such transfer shall be made only on surrender for cancellation of the
certificate for such shares. In the case of uncertificated shares, such transfer shall be made in accordance with customary procedures
for transferring shares in uncertificated form. The person in whose name shares of capital stock stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.
SECTION 6.
Stock Ledger
. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, the list required by Section 7 of Article II or the books of the Corporation, or to vote in person
or by proxy at any meeting of stockholders.
SECTION 7.
Lost Certificates
. The Board of Directors may direct a new certificate or substitute uncertificated shares to be
issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or substitute uncertificated shares, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or his
legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.
SECTION 8.
Record Owners
. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have express or other
notice thereof, except as otherwise provided by law.
ARTICLE VI
Fiscal Year; Annual Audit
The fiscal year of
the Corporation shall be determined by the Board of Directors. The Corporation shall be subject to an annual audit as of the end
of its fiscal year by independent public accountants appointed by and responsible to the Board of Directors.
ARTICLE VII
Dividends
Subject to the provisions
of the Articles of Incorporation and applicable law, the Board of Directors may, at any regular or special meeting, declare dividends
on the Corporation’s outstanding capital stock. Dividends may be paid in cash, in property or in the Corporation’s
own stock.
ARTICLE VIII
Corporate Seal
The corporate seal
of the Corporation shall be in such form as the Board of Directors shall prescribe.
ARTICLE IX
Amendments
In accordance with
the Corporation’s Articles of Incorporation, this Code of Regulations may be repealed, altered, amended or rescinded by the
stockholders of the Corporation by vote of not less than two-thirds of the outstanding voting power of the Corporation entitled
to vote at a meeting of the stockholders called for that purpose.
July 17, 2018
First Defiance Financial Corp.
601 Clinton Street
Defiance, OH 43512
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Re:
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Post-effective Amendment No. 1 to Registration Statement
on Form S-8 for the First Defiance Financial Corp. Employee Investment Plan
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Ladies and Gentlemen:
We have acted as counsel to First Defiance
Financial Corp., an Ohio corporation (the “Company”), in connection with the Company’s Post-effective Amendment
No. 1 to Registration Statement on Form S-8 (the “Amendment”) to be filed with the Securities and Exchange Commission
(the “SEC”) on the date hereof pursuant to the provisions of the Securities Act of 1933, as amended (the “Act”),
and the rules and regulations promulgated thereunder (the “Rules and Regulations”), for the registration of an additional
14,477 shares of common stock, $.01 par value per share, of the Company (the “Common Shares”) to be issued and delivered
pursuant to the First Defiance Financial Corp. Employee Investment Plan (the “Plan”) in connection with a share distribution
of one Common Share on each outstanding Common Share, with a record date of July 2, 2018, and a payable date of July 12, 2018.
In connection with rendering the opinions
expressed in this letter, we have examined, to the extent deemed necessary, originals or copies, the authenticity of which has
been established to our satisfaction, of (a) the Company’s Registration Statement on Form S-8 filed with the SEC on September
1, 2000 (the “Registration Statement”); (b) the Plan; (c) the Company’s Articles of Incorporation, as currently
in effect; (d) the Company’s Code of Regulations, as currently in effect; and (e) all such records of the Company, including,
without limitation, resolutions adopted by the directors of the Company and by the shareholders of the Company, as we have deemed
relevant as a basis for these opinions. We have also examined such other documents and records and such authorities of law as we
have deemed necessary or appropriate for the purposes of the opinion expressed herein.
In our examinations of the aforesaid records,
documents and certificates, we have assumed, without independent verification or investigation, the authenticity of all records,
documents and certificates examined by us, the correctness of the information contained in all records, documents and certificates
examined by us, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid
documents and certificates, the authority of all individuals entering and maintaining records and the conformity to authentic originals
of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents
or certificates. In addition, we have assumed that the agreements that accompany each award under the Plan will be consistent with
the terms of the Plan and will not expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations
of the participants thereunder. Further, we have assumed the accuracy of all information provided to us by the Company, orally
or in writing, during the course of our investigations.
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First Defiance Financial Corp.
July 17, 2018
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Based upon and subject to the foregoing
and subject to the further assumptions and the qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that the additional 14,477 shares of Common Stock to be registered under the Act by the filing of the Amendment when
purchased by participants in the Plan in the manner provided and for the consideration prescribed in the Plan will be validly issued,
fully paid and non-assessable, assuming compliance with applicable securities laws.
The opinions expressed in this letter are
rendered as of, and are based upon the laws and legal interpretations in effect and the facts and circumstances existing on, the
date first written above. We disclaim any obligation to (a) advise you of facts, circumstances, events or developments which hereafter
may be brought to our attention and which may alter, affect or modify the opinions expressed herein or (b) revise or supplement
this opinion should any such law or legal interpretation be changed by legislative action, judicial interpretation or otherwise
or should there be any change in such facts or circumstances. Our opinions are expressly limited to the matters set forth above,
and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plan or the
Common Shares issuable and deliverable pursuant to the Plan.
This opinion is furnished by us solely for
the benefit of the Company in connection with the offering of the 14,477 Common Shares covered by the Amendment pursuant to the
Plan and the filing of the Amendment and any amendments thereto. No portion of this opinion may be quoted, relied upon or otherwise
used by any other person or for any other purpose without our prior written consent.
Notwithstanding the foregoing, we consent
to the filing of this opinion as an exhibit to the Amendment and further consent to the use of our name wherever appearing in the
Amendment and any amendments thereto. By giving such consent, we do not thereby admit that we are “experts” within
the meaning of the Act or the Rules and Regulations with respect to any part of the Amendment, including this exhibit.
Very truly you\rs,
/s/ Vorys, Sater, Seymour and Pease LLP
VORYS, SATER, SEYMOUR AND PEASE LLP