Zions Agricultural Finance

AGRICULTURAL REFERRAL AGREEMENT

THIS AGREEMENT (“Agreement”) made this ____ day of ______, 20___ between CGB AGRI FINANCIAL SERVICES, INC., having its office at 2209 River Road Louisville, Kentucky thereinafter called the “Company” and ______, having its office at ______, hereinafter called the “Correspondent”.

Correspondent is in the business of identifying potential borrowers, obtaining loan information and Company is in the business of making and servicing loans. NOW THEREFORE it is mutually agreed as follows:

REPRESENTATIONS AND WARRANTIES

1. The Correspondent represents and warrants that it is duly licensed, organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is licensed and qualified to do business in each jurisdiction in which Correspondent chooses to operate. Correspondent further warrants that it is not a party to any legal proceeding.

2. Correspondent is in compliance with all applicable federal, state and local laws regulations rules and ordinances of government authorities or agencies in connection with all activities of the Correspondent.

3. Correspondent shall promptly disclose to Company any adverse change in the Correspondent's financial or organizational status.

4. Company is in compliance with all applicable federal, state and local laws regulations rules and ordinances of government authorities or agencies in connection with all activities of the Company.

5. The Company represents and warrants that it is duly licensed, organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is licensed and qualified to do business in each jurisdiction in which Company chooses to operate.

EVENTS OF DEFAULT

1. The Correspondent has made false or misleading representations to the Company or has failed to provide Company with true, complete and accurate Applicant Information.

2. Any act, failure to act, omission or misrepresentation of Correspondent which nullifies, modifies, limits or in any way affects the genuineness, validity or enforceability of any obligation of any proposed obligor or other applicant (“Borrower”) referred to Company by the Correspondent.

3. The Correspondent had knowledge of any false representations by the Borrower or any other party to the transaction made in conjunction with such transaction.

4. Correspondent defaults under any term of this Agreement, or any representation or warranty of Correspondent is or becomes untrue at the time that Applicant Information is submitted to Company.

1 Revised 7/06/2015 5. Correspondent fails to comply with all applicable federal, state and local laws and regulations regarding the collection, storage, handling or transmittal of Applicant Information.

6. In the event that Correspondent is in default under any of the terms of this Agreement (including the occurrence of any of the foregoing – hereinafter referred to as an “Event of Default”), Company may immediately terminate this Agreement by giving Correspondent written notice at the address set forth above (via certified, registered or first class mail, postage prepaid). Upon the occurrence of an Event of Default involving fraud, misrepresentation or the failure to Correspondent to submit accurate Applicant Information, or an Event of Default which in any respect impairs the ability of Company to collect the obligations of Borrower, Correspondent shall remit to Company all compensation for any such affected obligation(s), including Correspondent’s portion of the origination fee, and Field Servicing compensation already paid. Further, Correspondent shall not receive any other compensation after the occurrence of an Event of Default.

CORRESPONDENT RESPONSIBLITIES

1. The Correspondent agrees to obtain and deliver to the Company the contact information, applications, financial statements, and similar financial information concerning the Borrower’s financial condition or any collateral (the “Applicant Information”), required for Company to assess Borrower’s credit worthiness and other due diligence and for Company to perfect any lien or security interest on mortgage loans secured by agricultural real estate of the type(s) and upon terms and conditions which the Company may from time to time prescribe. Unless otherwise specified in writing between Correspondent and Company, the mortgage loan products offered by Company may be found within the company website (www.cgb-afs.com).

2. The Correspondent will not knowingly provide any Applicant Information which is false or misleading concerning any Borrower, nor will Correspondent omit any relevant information from Applicant Information submitted to Company. The Correspondent will use its best efforts to verify information which they provide Company.

COMPENSATION

1. The Correspondent share of the origination fee will be established on a loan by loan basis. The fee structure may vary based on the market area and the purchaser of the loan. The fee structure will be negotiated and agreed upon with the assigned Company sales officer.

2. On individual agricultural loans $5,000,000 or greater the fee structure may vary based on the market area and the purchaser of the loan. In these instances the fee structures will be negotiated and agreed upon with the assigned Company sales officer.

3. The Correspondent may earn Field Servicing compensation as payments are collected on each mortgage loan. Field Servicing compensation shall be calculated as set forth in this paragraph. The assigned Company sales officer will work with the Correspondent to determine the appropriate loan rate to the Borrower and the Correspondent Field Servicing compensation. Company will pay Field Servicing compensation to Correspondent no later than the 15th of the month following the month in which payment was received from the Borrower.

4. The compensation payable to the Correspondent and all its rights in the Agreement shall not be assigned, transferred, pledged or hypothecated in any manner without the approval of the Company.

TERMINATION

2 1. Each party shall have the right to terminate this Agreement at any time by delivering written notice of such termination to the other party via certified, registered or express mail, return receipt requested to the address stated in this Agreement. Termination shall be effective as of the date of receipt.

2. Unless there is an Event of Default, Termination shall not affect the performance of either party's obligations with respect to: A. Loans delivered to Company before the effective date of termination B. Loans for which a rate-lock has been established and has not expired C. Loans that have been closed. Upon the occurrence of an Event of Default, Company shall be relieved of any obligation to remit Field Servicing compensation or compensation for origination fee as may otherwise be required.

3. If Termination is for reason of fraud by or on behalf of the Correspondent, or upon the occurrence of any other Event of Default, Correspondent will be relieved of any future servicing responsibilities and will forfeit all claims to Field Servicing income.

MISCELLANEOUS

1. Correspondent is an independent contractor. As such it will have no other authorization, express or implied, to bind the Company to any agreement, settlement, liability or understanding whatsoever. Correspondent further agrees not to perform any act as Correspondent for the Company, except as expressly set forth herein.

2. The Company shall not be required to provide insurance of any form for Correspondent, its employees or agents. The Correspondent will be responsible for all taxes due as a result of payments received. The work to be performed under this contract shall be performed entirely at the risk of Correspondent.

3. The Correspondent shall not assign this Agreement without prior approval from the Company. In the event of such approval, the assignment shall be attached to this Agreement. The Company’s approval shall be endorsed on this Agreement.

4. This Agreement may be amended, modified or supplemented only by written amendment, executed by the parties hereto.

5. The validity, effect, and performance of this Agreement shall be construed and enforced in accordance with and governed by, applicable federal laws and the laws of the Commonwealth of Kentucky.

IN WITNESS WHEREOF, each party has duly executed this Agreement on the day and year first above written.

CORRESPONDENT CGB AGRI FINANCIAL SERVICES, INC.

BY:______BY: ______Signature Signature

ITS:______ITS:______

______Printed Name Printed Name

CGB Agri Financial Services, Inc.

3 Revised 7/06/2015 CORRESPONDENT INFORMATION

Please complete this information sheet and return it with your executed Correspondent Agreement

Correspondent Name:

Mailing Address: Street

City, State, Zip

Overnight Address: Street

City, State, Zip

Phone: Fax:

E-Mail Address:

Contacts:

Agricultural Loans Name

Phone Number

Residential Loans Name

Phone Number