Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
ITEM 5.
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Interests of Named Experts and Counsel.
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Not applicable.
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ITEM 6.
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Indemnification of Directors and Officers.
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Section 1701.13(E) of the Ohio Revised Code provides
that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to
any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other
than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, that he
had reasonable cause to believe that his conduct was unlawful.
Section 1701.13(E)(2) further specifies that a corporation
may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending,
or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that
he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or
for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including
attorney’s fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit,
if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made in respect of any of the following: (a) any claim, issue, or matter as to which such
person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only
to the extent, that the court of common pleas or the court in which such action or suit was brought determines, upon application,
that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper; and (b) any action
or suit in which the only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code concerning
unlawful loans, dividends and distribution of assets.
In addition, Section 1701.13(E)(5)(a) requires a corporation
to pay any expenses, including attorney’s fees, of a director in defending an action, suit, or proceeding referred to above
as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by
or on behalf of the director in which he agrees to both (i) repay such amount if it is proved by clear and convincing evidence
in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent
to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation and (ii) reasonably
cooperate with the corporation concerning the action, suit, or proceeding.
The indemnification provided by Section 1701.13(E)
shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles of
incorporation or code of regulations of the Registrant.
The code of regulations of the Registrant provides
that the Registrant shall indemnify each director and each officer of the Registrant, and each person employed by the Registrant
who serves at the written request of the President of the Registrant as a director, trustee, officer, employee or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, to the full extent
permitted by Ohio law, subject to the limits of applicable federal law and regulation. The Registrant may indemnify assistant officers,
employees and others by action of the Board of Directors to the extent permitted by Ohio law, subject to the limits of applicable
federal law and regulation.
The Registrant carries directors’ and officers’
liability insurance coverage which insures its directors and officers and the directors and officers of its subsidiaries in certain
circumstances.
ITEM 7.
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Exemption from Registration Claimed.
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Not
applicable.
The
list of exhibits is set forth under “Exhibit Index” immediately preceding the signature pages hereto and is incorporated
by reference herein.
(a)
Rule 415 Offering
The
undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of a prospectus filed with Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement; and
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(iii)
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To
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
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provided, however,
that paragraphs (a)(1)(i)
and (a)(1)(ii) of this Item do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)
Filings Incorporating Subsequent Exchange Act
Documents By Reference
The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Indemnification
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions referred to in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy
as expressed in the Securities Act and will be governed
by the final adjudication of such issue.