Unassociated Document

Results of the Spin-Off

After the spin-off, RDSI will be a publicly-traded company separate from Rurban. Based on the number of Rurban common shares outstanding as of March 19, 2010, approximately 4,861,779 RDSI common shares will be distributed to Rurban shareholders in the spin-off. The number of shares issued in the spin-off may vary based upon changes in the number of outstanding Rurban common shares after March 19, 2010.

Treatment of Rurban Equity Awards in the Spin-Off

Upon completion of the spin-off, each outstanding equity award to acquire or receive payment with respect to Rurban common shares will continue in effect and remain subject to all of the terms and conditions set forth in applicable documents evidencing such award immediately prior to the spin-off.

In connection with the spin-off and pursuant to its discretionary authority under the Rurban Financial Corp. Stock Option Plan effective March 12, 1997 (the “1997 Stock Plan”), the compensation committee of Rurban’s board of directors will make such adjustments to the terms of outstanding awards granted pursuant to the 1997 Stock Plan as it deems equitable and in accordance with the applicable requirements of the Internal Revenue Code. Notwithstanding the foregoing, outstanding equity awards granted under the 1997 Stock Plan to individuals whose employment with Rurban is terminated as a result of the spin-off (including officers and employees of RDSI who will cease to be employees of the Rurban group as a result of the spin-off) will become null and void on the date of termination.

Outstanding and unexercisable equity awards granted under the Rurban Financial Corp. 2008 Stock Incentive Plan (the “2008 Stock Plan”) to individuals whose employment with Rurban is terminated as a result of the spin-off (including officers and employees of RDSI who will cease to be employees of the Rurban group as a result of the spin-off) will become null and void on the date of termination. Outstanding and exercisable equity awards under the 2008 Plan to individuals whose employment with Rurban is terminated as a result of the spin-off (including officers and employees of RDSI who will cease to be employees of the Rurban group as a result of the spin-off) will remain exercisable until the earlier of the expiration of the term of the equity award or 30 days following the date of termination.

Conditions to Completion of the Spin-Off

The distribution of RDSI common shares is subject to the satisfaction or waiver of the conditions set forth in the Separation and Distribution Agreement, including the following:

RDSI shall have filed a registration statement on Form 10 to register the RDSI common shares under the Exchange Act, and the registration statement shall have become effective;

RDSI shall have mailed this information statement/proxy statement to the holders of Rurban common shares;

Rurban and RDSI shall have taken all actions which are necessary or appropriate under state and foreign securities laws in connection with the spin-off;

Rurban and RDSI shall have obtained any and all material approvals of governmental entities and consents of third parties to permit the valid consummation of the spin-off without any material adverse conditions;

the absence of any law, order, injunction, judgment or ruling having the effect of preventing the completion of the spin-off, and the absence of any proceeding initiated by any governmental entity seeking to restrain or enjoin the completion of the spin-off;

each condition to the closing of the transactions under the Merger Agreement shall have been fulfilled or waived by the party for whose benefit such condition exists (except for the consummation of the spin-off); and

the board of directors of Rurban shall have approved the completion of the spin-off following the recommendation of its special committee based on consideration of the following: (1) applicable market conditions; (2) the fairness opinion provided by Austin Associates, LLC, financial advisor to Rurban, regarding the merger; (3) the impact of the distribution on the capital structures and the current and anticipated capital needs of each of Rurban and its subsidiaries (other than RDSI), on the one hand, and RDSI, on the other hand; and (4) such other matters deemed appropriate in the judgment of the special committee of the board of directors of Rurban.

Rurban and RDSI are required to use their commercially reasonable efforts to take all reasonable steps necessary and appropriate to cause these conditions to be satisfied.

Accounting Treatment of the Spin-Off

Rurban will treat the distribution, for accounting purposes, as a payment of a dividend of RDSI common shares to the shareholders of Rurban in the period in which the distribution is consummated (based on the carrying value of RDSI). Following the consummation of the spin-off, Rurban will treat, for accounting purposes, RDSI’s business as discontinued operations.

Regulatory Requirements for the Spin-Off

Neither Rurban nor RDSI is required to obtain any affirmative regulatory approvals in order to complete the spin-off. However, as a registered bank holding company, Rurban is subject to regulation by the Federal Reserve Board and must comply with the capital guidelines and policies promulgated by the Federal Reserve Board. Because the spin-off will be effected by a dividend of RDSI common shares to the shareholders of Rurban, the guidance and policies of the Federal Reserve Board require that Rurban and its board of directors consider and consult with the Federal Reserve Board regarding the impact of the spin-off on the capital structure and needs of Rurban and its banking subsidiary. In addition, because RDSI provides data and item processing and related services to insured depository institutions, it is subject to regulation and examination by federal and state banking authorities as to the services performed by RDSI for or on behalf of its customers and as to the capital position and management of RDSI.

Rurban and RDSI have had periodic meetings and discussions with the Federal Reserve Board and their other federal and state regulators regarding the contemplated spin-off and its potential impact on each of Rurban and its subsidiaries (other than RDSI), on the one hand, and RDSI, on the other hand. In connection with these discussions, the Federal Reserve Board and other regulators have requested pro forma and projected financial information for Rurban and RDSI following the spin-off and the merger with New Core and also requested that RDSI submit information outlining the debt and equity funding sources currently available to RDSI and other contingent sources of funding that could be accessed if and when needed by RDSI over the course of the next three years. RDSI has provided the pro forma and projected financial information and funding information requested by the Federal Reserve Board. Neither Rurban nor RDSI has been notified by the Federal Reserve Board or its other regulators regarding any material regulatory issues, and neither Rurban nor RDSI is currently aware of any such issues, that would reasonably be expected to prevent or otherwise delay the completion of the spin-off.

As a condition to the completion of spin-off, the board of directors of Rurban must give its final approval of the spin-off following the recommendation of its special committee based on consideration of, among other matters, the impact of the distribution on the capital structures and the current and anticipated capital needs of each of Rurban and its subsidiaries (other than RDSI), on the one hand, and RDSI, on the other hand. Although no affirmative regulatory approval is required to complete the spin-off or the merger, Rurban and RDSI intend to continue their ongoing discussions with the Federal Reserve Board and other regulators until the spin-off receives final approval by the board of directors of Rurban and the spin-off and merger are completed.

Material U.S. Federal Income Tax Consequences of the Spin-Off

Subject to the limitations and qualifications described herein, the following discussion constitutes the opinion of Vorys, Sater, Seymour and Pease LLP, tax counsel to Rurban, as to the material U.S. federal income tax consequences to Rurban or its shareholders resulting from the spin-off. This discussion is based upon the Internal Revenue Code, existing and proposed Treasury regulations promulgated thereunder, and current administrative rulings and court decisions, all in effect as of the date of this information statement/proxy statement, and all of which are subject to change, possibly with retroactive effect. This discussion is limited to Rurban shareholders that are U.S. holders, as defined below, and hold their Rurban common shares as a capital asset within the meaning of Section 1221 of the Internal Revenue Code. Further, this discussion does not address all U.S. federal income tax considerations that may be relevant to particular shareholders in light of their particular circumstances, such as tax-exempt entities, partnerships (including entities treated as partnerships for U.S. federal income tax purposes), holders who acquired their Rurban common shares pursuant to the exercise of employee stock options or otherwise as compensation, financial institutions, insurance companies, dealers or traders in securities, holders who are subject to alternative minimum tax, and holders who hold their Rurban common shares as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment, or other risk-reduction transaction for U.S. federal income tax purposes. In addition, the following discussion does not address the tax consequences of the spin-off under U.S. state or local or non-U.S. tax laws. Accordingly, Rurban shareholders are encouraged to consult their tax advisors concerning the U.S. federal, state, and local and non-U.S. tax consequences to them of the spin-off.

For purposes of this discussion, a U.S. holder is a beneficial owner of Rurban common shares that is, for U.S. federal income tax purposes:

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an individual who is a citizen or a resident of the U.S.;

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a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the U.S. or any state or political subdivision thereof;

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust, if (i) a court within the U.S. is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (ii) in the case of a trust that was treated as a domestic trust under the law in effect before 1997, a valid election is in place under applicable Treasury regulations.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) holds Rurban common shares, the tax treatment of a partner in such partnership generally will depend upon the status of the partner and the activities of the partnership. Partners of partnerships holding Rurban common shares are encouraged to consult their tax advisors regarding the tax consequences of the spin-off.

Vorys, Sater, Seymour and Pease LLP, tax counsel to Rurban, is of the opinion that for U.S. federal income tax purposes:

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No gain or loss will be recognized by Rurban upon the distribution of RDSI common shares to Rurban shareholders pursuant to the spin-off.

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No gain or loss will be recognized by, and no amount will be included in the income of, a Rurban shareholder upon the receipt of RDSI common shares pursuant to the spin-off.

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A Rurban shareholder that receives RDSI common shares in the spin-off will have an aggregate adjusted basis in its RDSI common shares and its Rurban common shares immediately after the spin-off equal to the aggregate adjusted basis of such shareholder’s Rurban common shares held prior to the spin-off, which will be allocated in accordance with their relative fair market values.

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The holding period of the RDSI common shares received in the spin-off by a Rurban shareholder will include the holding period of such shareholder’s Rurban common shares, provided that such Rurban common shares were held as a capital asset.

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If a Rurban shareholder holds different blocks of Rurban stock (generally Rurban common shares purchased or acquired on different dates or at different prices), the aggregate basis for each block of Rurban stock purchased or acquired on the same date and at the same price will be allocated, to the greatest extent possible, between such block of Rurban stock and the RDSI common shares received in the spin-off in respect of such block of Rurban stock, in proportion to their respective fair market values, and the holding period of the RDSI common shares received in the spin-off in respect of such block of Rurban stock will include the holding period of such block of Rurban stock, provided that such block of Rurban stock was held as a capital asset. If a Rurban shareholder is not able to identify which particular RDSI common shares are received in the spin-off with respect to a particular block of Rurban stock, the shareholder may designate which RDSI common shares are received in the spin-off in respect of a particular block of Rurban stock, provided that such designation is consistent with the terms of the spin-off. Rurban shareholders that hold different blocks of Rurban stock are encouraged to consult their tax advisors regarding the application of these rules to their particular circumstances.

The conclusions in the tax opinion set forth above are based on existing legal authority. The tax opinion also is based on, among other things, assumptions and representations as to factual matters and certain undertakings that have been received from Rurban and RDSI, including those contained in a certificate of representations of Rurban and RDSI, as requested by counsel. If any of those factual representations or assumptions were to be incorrect or untrue in any material respect, any undertaking was not complied with, or the facts upon which the opinion is based were to be materially different from the facts at the time of the spin-off, the spin-off may not qualify for tax-free treatment. Continued reliance on the opinion at the time of the spin-off is subject to the condition that neither Rurban nor RDSI has provided notice to tax counsel prior to the spin-off that any of their representations in the certificate of representations has changed. Rurban has not sought and does not intend to seek a ruling from the Internal Revenue Service as to the U.S. federal income tax treatment of the spin-off. The tax opinion is not binding on the Internal Revenue Service or the courts, and there can be no assurance that the Internal Revenue Service will not challenge the qualification of the spin-off as a transaction under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code for U.S. federal income tax purposes or that any such challenge would not prevail.

Treasury regulations require certain “significant” Rurban shareholders (who immediately before the effective date of the spin-off own 5% or more, by vote or value, of the total outstanding Rurban stock) that receive RDSI common shares pursuant to the spin-off to attach to their U.S. federal income tax returns for the year in which the RDSI common shares are received a detailed statement setting forth such data as may be appropriate to demonstrate the applicability of Section 355 of the Internal Revenue Code to the distribution. Within a reasonable period of time after the spin-off, Rurban will provide the information necessary to comply with this requirement.

The spin-off would become taxable to Rurban (but would remain tax-free to Rurban shareholders) pursuant to Section 355(e) of the Internal Revenue Code if 50% or more of the stock of either Rurban or RDSI were acquired, directly or indirectly by certain persons, as part of a plan or series of related transactions that included the spin-off. The gain recognized by Rurban, if the spin-off were taxable, likely would be very substantial. The Tax Sharing Agreement will restrict RDSI from taking certain actions that could jeopardize the tax-free status of the spin-off, and will require RDSI to indemnify Rurban against tax-related losses to Rurban that arise as a result of any such actions by RDSI. If Rurban recognizes gain on the spin-off for reasons not related to any such actions by RDSI, RDSI would not be required to indemnify Rurban under the Tax Sharing Agreement. See “Relationship Between Rurban and RDSI After the Spin-Off — Tax Sharing Agreement” for a discussion of the material terms of the Tax Sharing Agreement.

THE MERGER

The discussion in this information statement/proxy statement of the merger and the principal terms of the Merger Agreement is subject to and qualified in its entirety by reference to the full text of the Merger Agreement. A copy of the Merger Agreement is attached to this information statement/proxy statement as Annex A and incorporated herein by reference.

General

RDSI, NC Merger Corp. and New Core have entered into the Merger Agreement pursuant to which NC Merger Corp. will be merged with and into New Core. New Core will be the surviving corporation in the merger and will become a wholly-owned subsidiary of RDSI. Pursuant to the Merger Agreement, at the effective time of the merger, all of the shares of New Core common stock will be converted into the right to receive common shares of RDSI. New Core shareholders will receive a minimum of 891,650 RDSI common shares, which will represent 15.5% of the aggregate RDSI common shares outstanding immediately following the spin-off and the merger, and may receive up to 891,650 additional RDSI common shares pursuant to the terms of the Merger Agreement. The merger consideration will be calculated and paid as follows:

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Closing Consideration. Upon the closing of the merger, RDSI will issue to the New Core shareholders a number of RDSI common shares calculated based on the relative values of RDSI and New Core. The values of RDSI and New Core will be computed using formulas set forth in the Merger Agreement as of a month-end prior to the closing of the merger. The computed value of RDSI will be derived from RDSI’s results of operations for the twelve months prior to the valuation date. The computed value of New Core will be calculated as the sum of $6,500,000 and ascribed revenue and income results based on contracts with financial institutions for New Core’s Single SourceTM software system and related services. Notwithstanding the foregoing calculations, the Merger Agreement provides that the New Core shareholders, in the aggregate, will be entitled to receive a minimum number of RDSI common shares as closing consideration equal to 15.5% of the aggregate RDSI common shares outstanding immediately following the spin-off and the merger.

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Holdback Shares. An aggregate of 25% of the RDSI common shares issued to New Core shareholders as closing consideration will be deposited on the closing date with an escrow agent to be held for twelve months following the effective time of the merger (or, if later, June 30, 2011) to support certain indemnification obligations of New Core under the Merger Agreement. The RDSI common shares held in escrow will reduce the closing consideration issued to New Core shareholders at closing on a pro rata basis. Upon expiration of the holdback period, the RDSI common shares held in escrow, together with any dividends paid on such shares, will be delivered to the New Core shareholders, after subtracting any shares delivered to RDSI under the Merger Agreement to satisfy claims for indemnification.

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Earn-Out Consideration. Following the consummation of the merger, in addition to the closing consideration, the New Core shareholders will be entitled to receive additional RDSI common shares as earn-out consideration. The earn-out consideration will be calculated based on ascribed revenue and income results based on contracts entered into before December 31, 2011 under which the financial institution customer is converted to New Core’s Single SourceTM software system on or before December 31, 2012. The earn-out consideration is subject to certain adjustments and limitations set forth in the Merger Agreement.

Based upon the relative values of RDSI and New Core as of September 30, 2009, New Core shareholders would be entitled to receive an aggregate of 1,029,824 RDSI common shares upon closing of the merger (representing 17.48% of the aggregate RDSI common shares outstanding following such issuance). Of the 1,029,824 RDSI common shares to be issued as closing consideration, 257,456 shares would be held back and deposited with an escrow agent for twelve months (or, if later, June 30, 2011) to support certain indemnification obligations of New Core under the Merger Agreement.

The actual number of RDSI common shares issued to New Core shareholders as closing consideration may vary based upon changes in the relative values of RDSI (based on its results of operations) and New Core (based on revenue and income related to its Single SourceTM software system) after September 30, 2009. The amount of earn-out consideration, if any, to be received by New Core shareholders following the merger will depend upon the future results of RDSI (based on income and revenue results relating to the conversion of financial institution customers to New Core’s Single SourceTM software system) and have not been determined at this time.

Following the merger, the percentage of the total outstanding RDSI common shares represented by the RDSI common shares received by New Core shareholders in the merger will be subject to dilution through the issuance of additional shares of RDSI, including pursuant to equity-based incentive plans. See “Compensation of Executive Officers — Equity Compensation Plan Information” beginning on page 124.

In the merger, the shares of New Core common stock (other than those shares as to which appraisal rights have been validly exercised) will be cancelled and will cease to exist. After the merger, New Core shareholders will not have any rights in the shares of New Core common stock other than the right to receive the applicable merger consideration. The Rurban shareholders who will become RDSI shareholders immediately prior to the merger as a result of the spin-off will not be entitled to exchange their RDSI common shares in the merger or otherwise receive any merger consideration. All of the RDSI common shares outstanding immediately prior to the merger will remain issued and outstanding after completion of the merger.

Approval of the Merger Agreement and the Merger

The merger cannot be completed unless the holders of a majority of the outstanding shares of New Core common stock entitled to vote at the New Core special meeting of shareholders vote in favor of approval and adoption of the Merger Agreement and the merger. The officers and directors of New Core, who beneficially owned approximately [ • ]% of the outstanding shares of New Core common stock as of the record date, have advised New Core’s management that they intend to vote their shares of New Core common stock in favor of the approval of the Merger Agreement and the merger. In addition, in connection with the execution of the Merger Agreement, RDSI, New Core and certain shareholders of New Core entered into Voting Agreements pursuant to which such shareholders agreed, subject to limited exceptions, to vote all of their shares of New Core common stock for the approval of the Merger Agreement and the merger. By virtue of their ownership of New Core common stock as of the record date for the special meeting, these shareholders control approximately [ • ]% of the voting power at the meeting. Accordingly, the voting power of the shares held by these shareholders is sufficient to adopt the Merger Agreement and approve the merger and, as a result of the Voting Agreements, the adoption of the Merger Agreement and approval of the merger is practically assured.

RDSI’s board of directors has determined that the merger is advisable and in the best interests of RDSI, and has unanimously approved and adopted the Merger Agreement and the merger. The Merger Agreement and the merger have also been adopted and approved by Rurban, in its capacity as the sole shareholder of RDSI. No vote of the Rurban shareholders is being sought or is required in connection with the merger. Neither Rurban nor RDSI is asking Rurban shareholders for a proxy and Rurban shareholders are requested not to send Rurban or RDSI a proxy.

Background of the Merger

The principals of New Core, Rurban and RDSI first meet in Birmingham, Alabama on November 6 and 7, 2008, following several telephone discussions between John J. Aranowicz (New Core’s founder and CEO), Ken Joyce (RDSI’s CEO and also Rurban’s CEO and President at the time), and Hank Thiemann (RDSI’s President at the time) that were conducted to determine the mutual level of interest in pursuing discussions regarding a possible business combination. These initial discussions resulted from RDSI’s knowledge of New Core gained from general market sources and a Single Source™ presentation made to RDSI management on September 9, 2008. Based upon these initial discussions, Rurban and RDSI determined that the Single Source™ software developed by New Core appeared to meet the selection criteria established by Rurban and RDSI for an advanced core system, consistent with the parameters established by management of Rurban and RDSI. See “The Spin-Off—Background and Reasons for the Spin-Off” beginning on page 30. Over the course of the next month, Rurban and RDSI conducted preliminary due diligence of the Single Source™ software and created a financial model to provide a framework for a possible combination of the companies.

On December 1, 2008, John J. Aranowicz, Kenneth A. Joyce, and Hank Thiemann met in Cleveland, Ohio to further discuss the potential benefits of a merger between RDSI and New Core. A general financial analysis was reviewed at this meeting and the general terms of a possible merger of the companies were discussed, subject to further due diligence, financial analysis and negotiations. Rurban and RDSI conducted due diligence on New Core’s software, management, and first software installation during the first quarter of 2009.

The results of the discussions and due diligence efforts of the parties indicated a valid fit with sound synergies for the combination of the two companies. In particular, both sides determined that RDSI has a team capable of converting banks to data systems, running data systems, maintaining data security, and providing customer service, while New Core would offer a state-of-the-art data processing system that could provide a marketing advantage for a number of years if properly executed.

In January 2009 and early February 2009, Rurban and RDSI management and New Core management negotiated the terms of a business combination. In early February 2009, Rurban, RDSI and New Core reached a verbal agreement of the terms and conditions of the combination. A formal proposal was completed and presented to the Rurban board of directors that discussed in detail the RDSI options for a sale or a spin-off and merger with New Core. The proposal was provided to the Rurban board and discussed over several board meetings, addressing at length the potential risks of the alternative options and the potential financial results that might be achieved by the various options.

Following the verbal agreement of the terms and conditions, Rurban’s and RDSI’s management, financial advisor and legal counsel negotiated and drafted the proposed transaction documents with management and legal counsel of New Core. The proposed transaction was discussed and debated in detail in a joint board meeting of Rurban and RDSI held on April 9, 2009, and the boards unanimously voted to proceed with the spin-off and proceed with the merger proposal with New Core. At a special meeting held on April 13, 2009, the New Core board of directors considered and discussed the proposed transaction in detail and unanimously approved and adopted the Merger Agreement and the merger.

The Merger Agreement was finalized and signed on April 25, 2009, by New Core and RDSI. The execution of the Merger Agreement was subsequently announced by Rurban and RDSI on April 27, 2009.

Following the execution of the Merger Agreement and in connection with the preparation of the necessary filings with the SEC in connection with the spin-off and the merger, it was determined by the parties that the issuance of RDSI common shares to the shareholders of New Core pursuant to the terms of the Merger Agreement would qualify for an exemption from registration under the Securities Act and, therefore, that the registration of such issuance of RDSI common shares would not require registration under the Securities Act. As a result, following approval by their respective boards of directors, RDSI and New Core entered into a First Amendment to Agreement and Plan of Merger on December 29, 2009 to reflect the exemption from registration under the Securities Act and to require RDSI to file with the SEC a registration statement to register the RDSI common shares under the Exchange Act (and to remove the requirement that RDSI file a registration statement under the Securities Act to register the issuance of RDSI common shares to New Core shareholders under the Merger Agreement). In addition, the First Amendment to Agreement and Plan of Merger removed the condition to the closing of the merger that required the RDSI common shares to be approved for listing on The NASDAQ Stock Market. Instead, RDSI has agreed to use its commercially reasonable efforts to cause the RDSI common shares to be approved for listing on The NASDAQ Stock Market as soon as practicable following the effective date of the merger, subject to RDSI’s satisfaction of applicable listing requirements. The First Amendment to Agreement and Plan of Merger also made certain other minor conforming and clarifying changes to the Merger Agreement.

On February 26, 2010, following approval by their respective boards of directors, RDSI and New Core entered into an Amended and Restated Subordinated Loan Agreement pursuant to which RDSI agreed to make available to New Core working capital advances up to an aggregate principal amount of $750,000. The original Subordinated Loan Agreement entered into on April 25, 2009, between Rurban and RDSI provided for an initial advance to be made by RDSI to New Core in the amount of $3,000,000 and a second advance to be made to New Core in the amount of $2,000,000, subject to the satisfaction of various conditions by New Core. The initial advance was made to New Core on April 29, 2009. However, New Core has not yet satisfied the conditions for the second advance. In order to make additional funding available to New Core prior to New Core’s satisfaction of the conditions for the second advance, RDSI agreed to enter into the Amended and Restated Subordinated Loan Agreement and provide a limited amount of working capital advances to New Core. These working capital advances do not increase the aggregate amount that may be loaned to New Core under the Subordinated Loan Agreement. Rather, the maximum amount that may be advanced to New Core remains at $5,000,000, and the amount available for the second advance is reduced, on a dollar for dollar basis, by the amount of working capital advances made to New Core.

Special Meeting of New Core Shareholders

New Core will hold a special meeting of its shareholders at [ • ] on [ • ], 2009, at [ • ] local time, at which shareholders will be asked to vote upon a proposal to approve and adopt the Merger Agreement and the merger. Each share of New Core common stock held as of the record date is entitled to one vote on the merger proposal.

New Core’s Reasons for the Merger; Recommendation of New Core’s Board of Directors

At a special meeting held on April 13, 2009, the New Core board of directors unanimously determined that the merger is in the best interests of New Core and its shareholders, approved and adopted the Merger Agreement and the merger, and recommended that New Core shareholders vote in favor of the proposal to approve and adopt the Merger Agreement and the merger.

New Core’s board of directors, in reaching its decision to approve the Merger Agreement and the merger, consulted with management, as well as its financial and legal advisors, and considered a variety of factors, including the following:

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information concerning the business, operations, financial condition, earnings and prospects of each of RDSI and New Core as separate entities and on a combined basis;

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the combined company’s anticipated future financial performance;

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the enhanced strategic and market position of the combined company beyond that achievable by New Core alone given RDSI’s existing infrastructure, experience and expertise in sales, marketing, installation and support, as well as its reputation and relationships in the data and item processing industry;

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the opportunity to gain access to RDSI’s significantly greater resources, including capital resources and experienced sales, marketing and installation staff, to enable the large scale launch of New Core’s Single Source™ software system;

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the fact that RDSI did not have its own proprietary software product, and so Single Source™ would be the combined company’s cornerstone software;

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the fact that the RDSI management team could manage the combined businesses, and that New Core would not be required to hire a management team;

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the increase in the market capitalization of the combined company, which should allow the combined company to have increased access to debt and equity markets;

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the opportunity for New Core’s shareholders (through the ownership of RDSI common shares) to participate in a larger company with more businesses and, as shareholders of the combined company, to benefit from future growth of the combined company;

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the treatment of the merger as a reorganization for U.S. federal income tax purposes;

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the belief that the terms of the Merger Agreement, including the parties’ representations, warranties and covenants, are reasonable and that the Merger Agreement provides for an equitable valuation for RDSI and New Core; and

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the belief that the consideration to be received by New Core shareholders in the merger is fair, from a financial point of view, to the New Core shareholders.

New Core’s board of directors also identified and considered certain countervailing factors in their deliberations concerning the merger, including:

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the possibility that the expected benefits from the merger might not be fully realized;

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the challenges of integrating New Core’s businesses with RDSI’s businesses;

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the possible disruption that might result from the announcement of the merger and the diversion of management’s attention in connection with the merger;

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the possibility that New Core could obtain a higher valuation and greater return on investment for its shareholders by remaining independent and/or by pursuing a sale of the company at a later stage in the company’s development; and

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the possibility that the merger may not be consummated and the potential adverse consequences if the merger is not completed.

New Core’s board of directors believed that, overall, the potential benefits of the merger outweighed the risks mentioned above.

The foregoing discusses the material factors considered by New Core’s board of directors and is not exhaustive of all factors considered by New Core’s board of directors. Moreover, in view of the variety of factors considered in connection with their respective evaluations of the Merger Agreement and the merger, New Core’s board of directors considered the factors as a whole and did not find it practicable to, and did not, quantify or otherwise assign relative weight to the specific factors considered in reaching its determination to approve the Merger Agreement and the merger. In addition, each member of New Core’s board of directors may have given differing weights to different factors.

Rurban’s and RDSI’s Reasons for the Merger

Rurban’s board of directors and RDSI’s board of directors, in reaching their respective decisions to approve and adopt the Merger Agreement and the merger, consulted with management, as well as their financial and legal advisors, and considered a variety of factors, including the following:

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information concerning the business, operations, financial condition, earnings and prospects of each of RDSI and New Core as separate entities and on a combined basis;

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the combined company’s anticipated future financial performance;

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the enhanced strategic and market position and growth potential of the combined company beyond that achievable by RDSI alone given New Core’s software technology, Single Source™, which would allow RDSI to combine a proprietary software offering with its experience and expertise in installation, support and customer service and its reputation and relationships in the data and item processing industry;

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the treatment of the merger as a reorganization for U.S. federal income tax purposes; and

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Rurban’s board of directors and RDSI’s board of directors also identified and considered certain countervailing factors in their deliberations concerning the merger, including:

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the possibility that the expected benefits from the merger might not be fully realized;

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the challenges of integrating New Core’s businesses with RDSI’s businesses;

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the possible disruption that might result from the announcement of the merger and the diversion of management’s attention in connection with the merger;

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the dilution to the Rurban shareholders that will own RDSI common shares following the distribution as a result of the issuance of RDSI common shares to New Core shareholders in the merger; and

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the possibility that the merger may not be consummated and the potential adverse consequences if the merger is not completed.

Rurban’s board of directors and RDSI’s board of directors believed that, overall, the potential benefits of the merger outweighed the risks mentioned above.

The foregoing discusses the material factors considered by Rurban’s board of directors and RDSI’s board of directors and is not exhaustive of all factors considered by Rurban’s board of directors and RDSI’s board of directors. Moreover, in view of the variety of factors considered in connection with their respective evaluations of the Merger Agreement and the merger, Rurban’s board of directors and RDSI’s board of directors considered the factors as a whole and did not find it practicable to, and did not, quantify or otherwise assign relative weight to the specific factors considered in reaching their respective determinations to approve the Merger Agreement and the merger. In addition, each member of Rurban’s board of directors and RDSI’s board of directors may have given differing weights to different factors.

Opinion of Austin Associates, LLC

Austin Associates, LLC (“Austin”) has acted as financial advisor to Rurban in connection with the proposed spin-off of RDSI and the merger of RDSI with New Core. Rurban initially retained Austin in October, 2008 to provide valuation and financial advisory services in connection with the potential spin-off of RDSI and the merger of RDSI with New Core. Austin’s role was to review the terms of the Merger Agreement with specific emphasis on the financial terms and valuation formulas incorporated in the Merger Agreement. Ultimately, the management and the boards of directors of Rurban and RDSI determined the financial terms of the Merger between RDSI and New Core. Austin’s fees for this role totaled $18,600.

Subsequent to the execution of the Merger Agreement, Rurban engaged Austin on October 14, 2009 to issue a fairness opinion with respect to the terms of the proposed merger. The Rurban board of directors will consider the results of the fairness opinion as one factor in determining whether to give its final approval to the proposed spin-off. In connection with the issuance of its opinion, Austin was paid a fee of $50,000 upon issuance of the fairness opinion. Payment of this fee was not contingent upon closing of the spin-off or the merger.

Rurban selected Austin as its financial advisor on the basis of Austin’s background and experience in the industry and Austin’s familiarity with Rurban and its subsidiary operations. Austin is an investment banking and consulting firm specializing in mergers and acquisitions, strategic consulting, financial management, insurance and financial management, and compliance and risk management services to financial institutions. Austin has provided various services to Rurban and its affiliates over the years. Currently, Austin provides asset/liability management and reporting services to Rurban and its banking subsidiary, The State Bank and Trust Company (“State Bank”). In addition, State Bank uses a loan pricing model developed by Austin as a tool to maximize profitability in loan pricing, policies and practices. State Bank and RDSI also use the profitability models and consulting services of Austin to aid the respective organizations in understanding product and business unit profitability

Austin issued its written opinion to the board of directors of Rurban regarding the fairness of the terms of the merger on December 16, 2009. The full text of Austin’s written opinion is attached to this information statement/proxy statement as Annex D and incorporated herein by reference. The summary of the opinion set forth below is qualified in its entirety by reference to the written opinion letter. Rurban’s shareholders are urged to read the opinion carefully in its entirety for a description of the procedures followed, the limitations on the review made, the factors considered, and the assumptions made by Austin.

In connection with preparing and rendering its opinion, Austin made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. As more fully described in its opinion, Austin reviewed certain SEC filings and historical financial statements of Rurban, RDSI and New Core, reviewed financial projections of RDSI and New Core prepared by their respective management, reviewed drafts of certain agreements to be delivered at the closing of the spin-off and the merger, spoke with certain members of the management of Rurban, RDSI and New Core regarding their respective operations, financial condition, future prospects and projected operations and performance, and conducted such other financial studies, analyses and inquiries as it deemed appropriate.

You should consider the following when reading the discussion of Austin’s opinion in this document:

The summary of Austin’s opinion set forth in this proxy statement is qualified by reference to the full text of the opinion that is attached as Annex D to this document. You should read the opinion in its entirety for a full discussion of the procedures followed, assumptions made, matters considered, and qualifications and limitations of the review undertaken by Austin in connection with its opinion.

Austin’s opinion does not address the relative merits of the spin-off or the merger and the other business strategies considered by the Rurban, including whether to proceed with the spin-off or the merger.

The preparation of a fairness opinion involves various determinations as to the most appropriate methods of financial analysis and the application of those methods to the particular circumstances. It is, therefore, not readily susceptible to partial analysis or summary description. No limitations were imposed by Rurban upon Austin with respect to the investigations made or the procedures followed by Austin in rendering its opinion.

Austin has relied, without independent verification, upon the accuracy and completeness of the information it reviewed for the purpose of rendering its opinion. Austin did not undertake any independent evaluation or appraisal of the assets and liabilities of Rurban, RDSI or New Core, nor was it furnished with any appraisals. Austin’s opinion is based on economic, market and other conditions existing on the date of its opinion.

In rendering its opinion, Austin made the following assumptions:

The spin-off will be treated as a tax-free spin-off under Section 355 of the Internal Revenue Code and the merger will be treated as a tax-free reorganization under Section 368(a) of the Internal Revenue Code;

All material governmental, regulatory and other consents and approvals necessary for the consummation of the Merger would be obtained without any adverse effect on Rurban, RDSI and New Core or the anticipated benefits of the Merger; and

Rurban, RDSI and New Core have provided all of the information that might be material to Austin in its review.

In connection with its opinion, Austin reviewed:

The Merger Agreement and all related documents and contracts;

Audited financial statements of Rurban for the years-ended December 31, 2006, 2007 and 2008 and the unaudited financial statements of Rurban for the nine month period ending September 30, 2009;

Audited financial statements of RDSI for the years-ended December 31, 2007 and 2008 and the unaudited financial statements of RDSI for the nine month period ending September 30, 2009;

Audited financial statements of New Core for the twelve month period ending December 31, 2008 and the unaudited financial statements of New Core for the nine month period ending September 30, 2009; and

Financial and operating information with respect to the business, operations and prospects of Rurban, RDSI and New Core.

In addition, Austin:

Held discussions with management of Rurban, RDSI and New Core regarding the historical and current business operations, financial condition and future prospects of their respective companies;

Reviewed financial and market data of companies in a similar line of business as RDSI; and

Conducted such other studies, analyses, inquiries and examinations as Austin deemed appropriate.

The following is a summary of certain analyses performed by Austin in connection with its opinion provided to Rurban’s board of directors. The summary does not purport to be a complete description of the analyses performed by Austin.

Summary of Financial Terms of Agreement. Austin reviewed the financial terms of the proposed transaction. Under the terms of the Merger, New Core shareholders will receive between 15.5% and 26.8% of the aggregate RDSI common shares outstanding immediately following the spin-off and the merger. The merger consideration will be calculated and paid as follows:

Closing Consideration. Upon the closing of the merger, RDSI will issue to the New Core shareholders a number of RDSI common shares calculated based on the relative values of RDSI and New Core. The values of RDSI and New Core will be computed using formulas set forth in the Merger Agreement as of a month-end prior to the closing of the merger. The computed value of RDSI will be derived from RDSI’s results of operations for the twelve (12) months prior to the valuation date. The computed value of New Core will be calculated as the sum of $6,500,000 and ascribed revenue and income results based on contracts with financial institutions for New Core’s Single SourceTM software system and related services. Notwithstanding the foregoing calculations, the Merger Agreement provides that the New Core shareholders, in the aggregate, will be entitled to receive a minimum number of RDSI common shares equal to 15.5% of the pro forma RDSI common shares outstanding immediately after the merger (the “Initial Shares”).

Earn-Out Consideration. Following the consummation of the merger, in addition to the closing consideration, the New Core shareholders will be entitled to receive additional RDSI common shares as earn-out consideration. The earn-out consideration will be calculated based on ascribed revenue and income results from contracts entered into before December 31, 2011 under which the financial institution customer is converted to New Core’s Single SourceTM software system on or before December 31, 2012. The earn-out consideration is subject to certain adjustments set forth in the Merger Agreement. In addition, the Merger Agreement provides that the aggregate number of RDSI common shares issued to New Core shareholders may not exceed the Initial Shares issued to New Core shareholders, resulting in a maximum ownership position of 26.8% to New Core shareholders.

Financial Statement Review. Austin reviewed the financial statements of Rurban, RDSI and New Core. It was noted that:

RDSI reported gross revenues of $21.7 million and $15.9 million for 2008 and the nine months ending September 30, 2009, respectively. RDSI’s revenue approximated 48% and 42% of Rurban’s consolidated revenue for 2008 and the nine month period ending September 30, 2009, respectively.

RDSI reported net income of $2.8 million in 2008 and $1.4 million for the nine month period ending 2009. RDSI’s net income approximated 54% and 61% of Rurban’s consolidated net income for 2008 and the nine month period ending September 30, 2009, respectively.

As of September 30, 2009, RDSI reported total equity capital of $14.4 million and tangible equity of $7.4 million. RDSI’s tangible equity capital represented 22% of Rurban’s consolidated tangible equity capital of $34.5 million.

Rurban’s remaining operations principally consist of the banking operations of State Bank. State Bank had total assets of $653 million and total equity of $68.0 million at September 30, 2009. State Bank reported net income of $4.6 million in 2008 and $2.6 million for the nine month period ending September 30, 2009.

New Core was classified as a research and development firm until September 2007, at which time it became operational. New Core generated total revenue of $273,000 in 2008 and $180,000 for the nine month period ending September 30, 2009. New Core’s net operating loss was $1.96 million in 2008 and $2.19 million for the nine months ended September 30, 2009.

New Core’s total equity was a negative $4.3 million as of September 30, 2009. New Core’s 2009 development costs and operating deficit were funded in part by a $3.0 million loan from RDSI.

Computed Valuation Per Merger Agreement. Based on the valuation formulas and ownership exchange calculations defined in the Agreement, the following values and ownership levels would have occurred as of September 30, 2009:

RDSI Computed Value	$	32,068,063
New Core Computed Value	$	6,792,672
New Core Value/Combined Value		17.48	%

Based on the computed values of RDSI and New Core at September 30, 2009, the initial number of shares issued to New Core would be approximately 17.48% of the pro forma shares of RDSI after the merger. It should be noted that the values computed above are based on formulas negotiated among the parties in the Merger Agreement. These values are not intended to represent the expected trading price of RDSI shares or the market capitalization of RDSI after the spin-off.

In addition to the shares issued to New Core at closing, earn-out shares may be issued based on the performance of New Core following the merger. Based on the pro forma projections provided by management of Rurban, it is projected that the maximum number of shares under the earn-out consideration in the Agreement will be earned by New Core in the first year following the merger. As a result, New Core’s resulting ownership in RDSI at the end of the first year following the merger is projected to be 26.8%.

Market Comparable Data. Austin reviewed data pertaining to publicly traded companies in a similar line of business as RDSI. Austin determined that four companies were generally comparable to RDSI: Computer Sciences Corporation, Fidelity National Information Services, Fiserv, Inc., and Jack Henry & Associates, Inc. It is noted, however, that all four companies are significantly larger than RDSI. The following summarizes the median financial data and stock trading multiples of the four companies compared to RDSI’s relevant data.

Dollar Amounts in Thousands

FINANCIAL DATA (As of 9/30/09) INCOME & REVENUE (LTM Ending 9/30/09)	Comparable Company Median			RDSI
Total Assets	$	8,263,250		$	23,128
Total Equity	$	3,472,950		$	14,397
Total Revenue	$	3,737,150		$	21,390
Net Income	$	305,050		$	2,098
Profit Margin (after-tax)		8.16	%		9.81	%
ROAA		5.13	%		9.53	%
ROAE		15.34	%		14.55	%

STOCK DATA (As of 9/30/09)	Comparable Company Median		RDSI Computed Value
Market Capitalization	$	6,165,600	$	32,068
Price/Revenue		1.7		1.5
Price/Earnings		17.3		15.3
Price/Book		1.91		2.23

LTM = Last Twelve Months

For illustrative purposes, the Computed Value of RDSI per the terms of the Merger Agreement of $32.1 million was utilized as a comparison value to the comparable company median results. It was noted that RDSI’s computed value from the Merger Agreement as a multiple of revenue at 1.5 was slightly lower than the comparable company median of 1.7. RDSI’s computed value as a multiple of net income of 15.3 was slightly lower than the comparable company median of 17.3. RDSI’s computed value as a multiple of book value of 2.23 was higher than the comparable company median of 1.91.

As noted previously, the Computed Value is based on formulas negotiated among the parties in the Merger Agreement. These values are not intended to represent the expected trading price of RDSI shares or the market capitalization of RDSI after the spin-off.

Additional Analyses. In addition to the previous analyses, Austin considered management’s projections for RDSI following the merger, including the cost savings expected to be achieved by owning the Single Source TM software compared with the license fees historically paid to a third party. Austin also reviewed the pro forma financial statements of RDSI prepared by management reflecting the proposed merger.

Summary. Based on the analyses performed, and as described in the opinion letter set forth in Annex D, Austin believes that the terms of the merger are fair to RDSI and Rurban, as the sole shareholder of RDSI. The opinion expressed by Austin was based on market, economic and other relevant considerations as they existed and should be evaluated as of the date of the opinion. Events occurring after the date of issuance of the opinion, including but not limited to, changes affecting the securities markets, the results of operations or material changes in the financial condition of RDSI or New Core could materially affect the assumptions used in preparing this opinion.

Accounting Treatment of the Merger

The merger will be accounted for under the acquisition method of accounting, and RDSI will be considered the acquirer of New Core for accounting purposes. Accordingly, RDSI’s historical financial statements will become the historical financial statements of RDSI following the merger. RDSI will establish a new accounting basis for the tangible and specifically identifiable intangible assets and liabilities of New Core based upon their estimated fair value on the date of the merger.

Material U.S. Federal Income Tax Consequences of the Merger

New Core expects the merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. In general, if the merger so qualifies, no gain or loss will be recognized by New Core shareholders for U.S. federal income tax purposes as a result of the merger, except with respect to any cash received instead of fractional RDSI common shares. New Core, however, has not sought and does not intend to seek an opinion of counsel or a ruling from the Internal Revenue Service as to the U.S. federal income tax treatment of the merger. Thus, there can be no assurance that the Internal Revenue Service will not challenge the qualification of the merger as a reorganization under Section 368(a) of the Internal Revenue Code or that any such challenge would not prevail. New Core shareholders should consult their own tax advisors with respect to the U.S. federal income tax consequences of the merger.

Disqualification of the merger as a reorganization under Section 368(a) of the Internal Revenue Code would not adversely affect RDSI or the RDSI shareholders (or Rurban or the Rurban shareholders).

Treatment of Fractional Shares

No fractional RDSI common shares will be issued to New Core shareholders in the merger, either as part of the closing consideration or the earn-out consideration. Instead, each New Core shareholder who would otherwise be entitled to receive a fractional RDSI common share will receive a cash payment as determined by a formula set forth in the Merger Agreement. Pursuant to this formula, each New Core shareholder will receive a cash payment equal to (1) the fractional RDSI common share to which such holder would otherwise be entitled, multiplied by (2) the per share computed value of RDSI immediately prior to the effective time of the merger (calculated using the formula set forth in the Merger Agreement based on RDSI’s results of operations for the twelve months prior to the valuation date).

Interests of Certain Persons in the Merger

Certain directors, officers and shareholders of Rurban, RDSI and New Core have interests in the transactions described in this information statement/proxy statement that are different from, or are in addition to, the interests of other Rurban, RDSI and New Core shareholders. See “Interests of Certain Persons in the Transactions” beginning on page 61 for more information regarding these interests. Rurban’s board of directors, RDSI’s board of directors and New Core’s board of directors were each aware of such interests and considered them, among other matters, in approving the Merger Agreement and the merger.

Appraisal Rights

Under the FBCA, the holders of shares of New Core common stock are entitled to appraisal rights with respect to the merger. If the merger is completed and a New Core shareholder has complied with the requirements of the FBCA, such shareholder will be entitled to receive payment in cash for the fair value of his or her shares of New Core common stock. In general, to preserve a shareholder’s appraisal rights, a New Core shareholder who wishes to exercise these rights must:

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deliver to New Core, before the vote is taken at the New Core special meeting, written notice of such shareholder’s intent to demand payment for such shareholder’s shares if the proposed merger is effectuated; and

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not vote such shareholder’s shares in favor of the proposed merger.

See “Appraisal Rights” beginning on page 140 for more information concerning these appraisal rights and the procedures to be followed to exercise them.

Market for RDSI Common Shares

Currently, RDSI is a wholly-owned subsidiary of Rurban, and no public market exists for RDSI common shares. We cannot predict the prices at which RDSI common shares may trade following the spin-off and the merger.

Following the spin-off and the merger, RDSI anticipates that its common shares will be traded initially in the over-the-counter securities market and quoted on the Pink Sheets and/or the OTC Bulletin Board. We cannot assure you that an active trading market will develop or be sustained for RDSI common shares after the spin-off and the merger. The over-the-counter securities market tends to be highly illiquid, in part because the market price of stock is dependent upon information received or generated by a limited number of broker-dealers that make markets in particular stocks. There is also a greater chance of market volatility for securities that trade over-the-counter as opposed to a national securities exchange. This volatility is due to a variety of factors, including lower trading volume, absence of consistent administrative supervision of “bid” and “ask” quotations, and market conditions.

Pursuant to the terms of the Merger Agreement, RDSI has agreed to use its commercially reasonable efforts to cause the RDSI common shares to be approved for listing on The NASDAQ Stock Market as soon as practicable following the effective date of the merger, subject to RDSI’s satisfaction of applicable listing requirements. There can be no assurance if or when RDSI will be able to satisfy the applicable NASDAQ listing requirements, or that the RDSI common shares will ever be listed for trading on The NASDAQ Stock Market or another stock exchange. See “Risk Factors — Risks Relating to RDSI’s Common Shares” beginning on page 27 for additional factors that may affect RDSI common shares after the spin-off and the merger.

The transfer agent and registrar for RDSI common shares is Registrar and Transfer Company:

Registrar and Transfer Company

10 Commerce Drive

Cranford, NJ 07016

(800) 368-5948

Resale Restrictions on RDSI Common Shares Received in the Merger

The RDSI common shares to be issued to New Core shareholders in the merger will be issued in reliance upon an exemption from registration under the federal securities laws and under the securities laws of various states. Neither the SEC nor any state securities authority has made a determination that the RDSI common shares are exempt from registration. New Core shareholders who receive RDSI common shares in the merger will be permitted to sell their RDSI common shares only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

Pursuant to Rule 144, New Core shareholders are generally permitted to publicly sell RDSI common shares received in the merger only if six months have elapsed since the date of the issuance of the shares pursuant to the merger and there is adequate current public information regarding RDSI.

New Core shareholders who are deemed to be “affiliates” of RDSI after the merger must also comply with additional requirements imposed by Rule 144 in order to publicly sell their RDSI common shares received in the merger. An “affiliate” of RDSI is a person who, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with RDSI, and generally includes RDSI’s officers and directors, as well as its significant shareholders. In general, Rule 144 requires that: (1) there must be adequate current public information regarding RDSI; (2) the number of RDSI common shares sold during any three-month period by the person must not exceed 1% of the outstanding RDSI common shares; (3) the sale must be conducted through an ordinary brokerage transaction; and (4) the person must comply with the filing requirements of Rule 144, if applicable.

Stop transfer instructions will be given by RDSI to its transfer agent with respect to the RDSI common shares to be received by New Core shareholders in the merger, and any certificates for these shares will be appropriately legended.

THE MERGER AGREEMENT

The following is a summary of the material terms and provisions of the Merger Agreement, which is attached to this information statement/proxy statement as Annex A and incorporated herein by reference. You are encouraged to read carefully the full text of the Merger Agreement.

Structure of the Merger

On April 25, 2009, RDSI, New Core and NC Merger Corp. entered into an Agreement and Plan of Merger. On December 29, 2009, RDSI, New Core and NC Merger Corp. entered into a First Amendment to Agreement and Plan of Merger. The Agreement and Plan of Merger, as amended by the First Amendment to Agreement and Plan of Merger, is referred to throughout this information statement/proxy statement as the “Merger Agreement.”

The Merger Agreement provides for the merger of NC Merger Corp., a newly formed, wholly-owned subsidiary of RDSI, with and into New Core. As a result of the merger, the separate corporate existence of NC Merger Corp. will terminate and New Core will survive the merger as a wholly-owned subsidiary of RDSI.

Completion and Effectiveness of the Merger

RDSI, NC Merger Corp. and New Core will complete the merger when all of the conditions to the completion of the merger contained in the Merger Agreement have been satisfied or waived (if permitted by applicable law). See “— Conditions to the Completion of the Merger” below for more information. The merger will become effective at such time as the certificate of merger is duly filed with the Secretary of State of the State of Ohio and the articles of merger are duly filed with the Secretary of State of the State of Florida, or at such other time as RDSI and New Core shall agree and specify in the certificate of merger and articles of merger.

Conversion of New Core Common Stock in the Merger

Upon completion of the merger (other than with respect to shares of New Core common stock held by shareholders seeking appraisal rights, which will be treated as described in “— Appraisal Rights” below), all of the shares of New Core common stock will be converted into the right to receive common shares of RDSI. Notwithstanding the foregoing, all shares of New Core common stock held in New Core’s treasury will be cancelled and will cease to exist, and no RDSI common shares or other consideration will be delivered in exchange for such treasury shares. New Core shareholders will receive a minimum of 891,650 RDSI common shares, which will represent 15.5% of the aggregate RDSI common shares outstanding immediately following the spin-off and the merger, and may receive up to 891,650 additional RDSI common shares pursuant to the terms of the Merger Agreement. The merger consideration will be calculated and paid as follows:

•

All calculations necessary for the computation of the closing consideration and the earn-out consideration will be made by Plante & Moran, PLLC or the then current external or internal accounting firm of RDSI. The accountants will have unrestricted access to the books and records of RDSI and New Core to confirm such calculations. The decision of the accountants will be final and binding on the parties.

As of the effective time of the merger, all shares of New Core common stock will no longer be outstanding and will automatically be cancelled and will cease to exist. Holders of certificates for shares of New Core common stock that, immediately prior to the effective time of the merger, represented any shares of New Core common stock will cease to have any rights with respect to such certificates, except for the right to receive the applicable merger consideration.

Fractional Shares

No fractional RDSI common shares will be issued to New Core shareholders in the merger, either as part of the closing consideration or the earn-out consideration, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a shareholder of RDSI. Instead, each New Core shareholder who would otherwise be entitled to receive a fractional RDSI common share will receive a cash payment as determined by a formula set forth in the Merger Agreement. Pursuant to this formula, each New Core shareholder will receive a cash payment equal to (1) the fractional RDSI common share to which such holder would otherwise be entitled, multiplied by (2) the per share computed value of RDSI immediately prior to the effective time of the merger (calculated using the formula set forth in the Merger Agreement based on RDSI’s results of operations for the twelve months prior to the valuation date). No interest will be payable upon any such cash payment.

Exchange Procedures

Within three business days after the effective time of the merger, RDSI will mail to each holder of record of New Core common stock a letter of transmittal and instructions for effecting the surrender of the certificates for shares of New Core common stock in exchange for RDSI common shares (plus cash in lieu of any fractional shares). Upon surrender of a certificate for cancellation to RDSI, together with a duly completed and validly executed letter of transmittal, the holder of such certificate will be entitled to receive a certificate evidencing the RDSI common shares and the cash in lieu of fractional shares to which the holder is entitled under the Merger Agreement, and the certificate so surrendered will immediately be cancelled. Until surrendered, each certificate will be deemed at any time after the effective time to represent only the right to receive, upon such surrender, the applicable merger consideration.

Holders of New Core common stock should not send in their certificates until they receive a letter of transmittal from RDSI with instructions for the surrender of such certificates.

Appraisal Rights

If any shareholder that is entitled to appraisal rights demands to be paid the “fair value” of such holder’s shares of New Core common stock and complies with all conditions and obligations necessary to perfect appraisal rights in accordance with applicable provisions of the FBCA, such shares of New Core common stock will not be converted into the right to receive the merger consideration. Instead, such shareholder will be entitled to payment of the fair value of such shares in accordance with the FBCA, and the shares held by such shareholder will be cancelled and extinguished in accordance with the Merger Agreement. If any shareholder fails to perfect or effectively withdraws the right to appraisal, the shares of New Core common stock held by such shareholder will be treated as though such shares had been converted into the merger consideration. See “Appraisal Rights” beginning on page 140 for more information regarding appraisal rights.

New Core will give RDSI prompt notice of any written demands relating to the exercise of appraisal rights, and RDSI will have the opportunity to participate in all negotiations and proceedings with respect to the exercise of appraisal rights. New Core will not, without the prior written consent of RDSI, voluntarily make any payment or offer to settle with respect to any exercise of appraisal rights.

Distributions With Respect to Unexchanged Shares

No dividends or other distributions declared or made after the effective time of the merger with respect to RDSI common shares having a record date after the effective time shall be paid to the holder of any unsurrendered certificate for shares of New Core common stock until the holder of record of such certificate surrenders such certificate.

Transfers of Ownership and Lost Stock Certificates

In the event that the issuance of RDSI common shares or payment of cash in lieu of fractional shares is to be made to a person other than the person in whose name a certificate for shares of New Core common stock surrendered is registered, the certificate surrendered shall be properly endorsed or otherwise in proper form for transfer and the person requesting such issuance or payment shall pay any applicable transfer or other taxes or establish to the satisfaction of RDSI that such taxes have been paid or are not applicable.

If any certificate to be surrendered in the merger shall have been lost, stolen or destroyed, RDSI will issue the merger consideration relating to such lost, stolen or destroyed certificate upon the presentation of:

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evidence to the reasonable satisfaction of RDSI that such certificate has been lost, stolen or destroyed;

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evidence to the reasonable satisfaction of RDSI that the holder is the owner of the shares represented by such certificate and would be entitled to present such certificate for exchange pursuant to the Merger Agreement; and

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such security or indemnity as may be reasonably requested by RDSI to indemnify and hold RDSI harmless from the issuance of the merger consideration to such holder.

Pre-Merger Transactions and Agreements

In addition to the Merger Agreement, RDSI and New Core have entered into the following related agreements (collectively, the “Ancillary Agreements”):

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a Subordinated Loan Agreement and an Amended and Restated Subordinated Loan Agreement related documents pursuant to which RDSI agreed to lend to New Core up to $5 million for the purpose of funding the continued development of New Core’s Single SourceTM software system and other working capital needs;

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a Reseller Software License and Support Agreement pursuant to which RDSI is granted rights as the exclusive provider of the Single SourceTM software system;

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Voting Agreements with certain shareholders of New Core pursuant to which such shareholders agreed, subject to limited exceptions, to vote all of their shares of New Core common stock for the approval of the Merger Agreement and the merger;

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A Shareholder Representative Agreement with all of the shareholders of New Core pursuant to which the shareholders acknowledged and agreed that they would each contribute their respective pro rata portion of the RDSI common shares issued as closing consideration to be held in escrow for twelve months following the effective time of the merger (or, if later, June 30, 2011) to support certain indemnification obligations of New Core under the Merger Agreement; and

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An Agreement Concerning Amendment and Restructuring of Existing Financing Arrangements pursuant to which John J. Aranowicz, as lender, and New Core, as borrower, agreed to amend and restructure an aggregate of $2.5 million of indebtedness owed to Mr. Aranowicz.

See “Material Contracts Between RDSI and New Core” beginning on page 64 for more information regarding these agreements.

Representations and Warranties

New Core made a number of representations and warranties to RDSI and NC Merger Corp. in the Merger Agreement regarding aspects of its business, financial condition and structure, as well as other facts pertinent to the merger, including representations and warranties relating to the following subject matters:

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organization, good standing and qualification to do business;

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ownership of subsidiaries;

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capital structure, record and beneficial owners of its common stock, and outstanding options, warrants and other rights, obligations and agreements regarding its common stock;

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corporate power and authority to enter into the Merger Agreement and the Ancillary Agreements and to consummate the transactions contemplated by the Merger Agreement and the Ancillary Agreements and the enforceability of the Merger Agreement and the Ancillary Agreements;

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absence of any conflict with, default under, or violation of, the articles of incorporation and bylaws of New Core, certain material contracts or any applicable legal requirements resulting from the execution of the Merger Agreement and the Ancillary Agreements or the completion of the merger;

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required governmental and regulatory approvals and filings;

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delivery and accuracy of financial statements;

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accuracy of information supplied by New Core for inclusion in this information statement/proxy statement and the registration statement to be filed by RDSI in connection with the spin-off and the merger;

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actions taken by New Core’s board of directors to approve the Merger Agreement and recommend that the New Core shareholders approve and adopt the Merger Agreement and the merger;

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the vote of New Core shareholders required to approve the Merger Agreement and complete the merger;

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compliance with applicable legal requirements and possession of, and compliance with, all permits required for the operation of New Core’s business;

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litigation;

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the absence of certain changes and events, including any material adverse effect on New Core, since December 31, 2008;

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environmental matters;

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intellectual property, including the ownership and enforceability of licenses and software, absence of pending or threatened claims of misappropriation or infringement, protection of trade secrets and confidential information and absence of encumbrances and security breaches;

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good and valid title to, or valid leasehold interests in, all material tangible properties and assets used in its business, and the absence of encumbrances;

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the ownership and sufficiency of all material information technology used in New Core’s business;

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absence of brokers and finders;

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taxes, including tax matters relating to the merger qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code;

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material contracts, including non-competition agreements, employee benefit plans, the effect of the merger on such material contract, and the absence of violations or defaults under such material contracts;

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employee benefits and labor relations;

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insurance; and

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permitted liens.

RDSI and NC Merger Corp. each made a number of representations and warranties to New Core in the Merger Agreement, including representations and warranties relating to the following subject matters:

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organization, good standing and qualification to do business of RDSI and NC Merger Corp.;

•

capital structure, record and beneficial ownership of common shares, and outstanding options, warrants and other rights, obligations and agreements regarding the common shares of RDSI and NC Merger Corp.;

•

authorization and validity of the RDSI common shares to be issued in the merger;

•

corporate power and authority of RDSI and NC Merger Corp. to enter into the Merger Agreement and the Ancillary Agreements and to consummate the transactions contemplated by the Merger Agreement and the Ancillary Agreements, and the enforceability of the Merger Agreement and the Ancillary Agreements;

•

absence of any conflict with, default under, or violation of, the articles of incorporation and regulations of RDSI and NC Merger Corp., certain material contracts or any applicable legal requirements resulting from the execution of the Merger Agreement and the Ancillary Agreements or the completion of the merger;

•

the approval of the Merger Agreement and the merger by the boards of directors of Rurban, RDSI and NC Merger Corp.;

•

delivery and accuracy of financial statements of RDSI;

•

accuracy of information supplied by Rurban and RDSI for inclusion in this information statement/proxy statement and the registration statement to be filed by RDSI to register the RDSI common shares under the Exchange Act;

•

compliance with applicable legal requirements and possession of, and compliance with, all permits required for the operation of RDSI’s business;

•

litigation affecting RDSI;

•

the absence of certain changes and events, including any material adverse effect on RDSI, since December 31, 2009;

•

intellectual property of RDSI, including the ownership or licensing of all intellectual property used in or necessary for RDSI’s business, absence of infringement or other violations, and compliance with applicable licenses;

•

good and valid title to, or valid leasehold interests in, all material tangible properties and assets used in RDSI’s business;

•

brokers and finders;

•

material contracts of RDSI, including non-competition agreements, employee benefit plans, the effect of the merger on such material contracts, and the absence of violations or defaults under such material contracts; and

•

labor relations of RDSI.

The foregoing description of the representations and warranties of New Core, RDSI and NC Merger Corp. is included to provide investors with information regarding the terms of the Merger Agreement. Many of the representations and warranties contained in the Merger Agreement are subject to materiality qualifications, knowledge qualifications and/or information contained in confidential disclosure schedules that the parties have exchanged in connection with signing the Merger Agreement. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

New Core’s Conduct of Business Before Completion of the Merger

Under the Merger Agreement, New Core has agreed that, until the effective time of the merger, or unless RDSI consents in writing, New Core shall conduct its business in the ordinary course, consistent with past practice, and use all reasonable efforts to preserve intact its present business organizations, keep available the services of its current officers and key employees, preserve its relationships with customers, suppliers and others. New Core has also agreed to use commercially reasonable efforts to continue the development of its Single SourceTM software system, working towards a full-featured system on or before December 31, 2010. In furtherance of these covenants, New Core has agreed not to take, or propose to take, any of the following actions, without the prior written consent of RDSI, unless otherwise expressly permitted under the Merger Agreement:

•

enter into any new material line of business or incur or commit to any capital expenditures other than capital expenditures incurred or committed to in the ordinary course of business consistent with past practice;

•

(1) declare or pay any dividends on or make other distributions in respect of its capital stock, other than dividends in amounts necessary for shareholders to pay income taxes or cash dividends out of retained earnings not to exceed $50,000 in the aggregate for any fiscal year, (2) split, combine or reclassify its capital stock or issue any other securities or (3) repurchase, redeem or acquire any shares of its capital stock;

•

except for the issuance of shares of New Core stock upon the exercise of certain warrants identified in the Merger Agreement, issue, deliver, sell, pledge or encumber any shares of its capital stock;

•

except to the extent required to comply with its obligations under the Merger Agreement or applicable law, amend its articles of incorporation, bylaws or other governing documents;

Annex A

The following is a conformed copy of the Agreement and Plan of Merger, dated as of April 25, 2009, by and among Rurbanc Data Services, Inc., NC Merger Corp. and New Core Holdings, Inc., giving effect to the modifications set forth in the First Amendment to Agreement and Plan of Merger, dated as of December 29, 2009.

AGREEMENT AND PLAN OF MERGER

among

RURBANC DATA SERVICES, INC.

and

NC MERGER CORP.

and

NEW CORE HOLDINGS, INC.

TABLE OF CONTENTS

		Page

ARTICLE I
THE MERGER

1.1	The Merger	1
1.2	Closing; Effective Time	2
1.3	Effects of the Merger	2
1.4	Conversion of New Core Common Stock	3
1.5	Merger Corp. Common Stock	3
1.6	RDSI Common Stock	3
1.7	Tax Consequences	3

ARTICLE II
CLOSING CONSIDERATION

2.1	Calculation of Closing Consideration	3
2.2	Computed Valuation of New Core and RDSI	4
2.3	Payment of Closing Consideration; Holdback Shares	6
2.4	No Fractional Shares	6
2.5	Share Certificates in Merger	7
2.6	Compliance with Section 2.5	7
2.7	Payment in Satisfaction of Rights	8
2.8	No Further Registration of Transfer	8
2.9	Dissenting Shares	8

ARTICLE III

EARN-OUT CONSIDERATION

3.1	Earn-Out Consideration	8
3.2	Initial Earn-Out Consideration	9
3.3	Adjusted Earn-Out Consideration	9
3.4	Final Earn-Out Consideration	10
3.5	No Fractional Shares	10
3.6	Shares Reserved	11
3.7	Computation	11
3.8	Converted Contract Revision Shares	11
3.9	Anti-Dilution Adjustments	11

ARTICLE IV
CERTAIN PRE-MERGER TRANSACTIONS

4.1	Ancillary Agreements	11
4.2	Spin-Off	12

ARTICLE V
REPRESENTATIONS AND WARRANTIES

5.1	Representations and Warranties of New Core	12
5.2	Representations and Warranties of RDSI	23

ARTICLE VI
COVENANTS RELATING TO CONDUCT OF BUSINESS

6.1	Covenants of New Core	28
6.2	Covenants of RDSI and Merger Corp.	30
6.3	Control of Other Party’s Business	31

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ARTICLE VII
ADDITIONAL AGREEMENTS

7.1	Preparation of Registration Statement and Information Statement/Proxy Statement; Required New Core Vote	32
7.2	Access to Information	33
7.3	Delivery of Information	33
7.4	Reasonable Best Efforts	34
7.5	Acquisition Proposals	34
7.6	Employee Benefits Matters	35
7.7	Public Announcements	35
7.8	Listing of Shares of RDSI Common Stock	35
7.9	Takeover Statutes	35
7.10	Accounting Matters	36
7.11	Advice of Changes	36
7.12	RDSI Board of Directors	36
7.13	Internal Controls	36
7.14	Preparation of Final S Corporation Tax Return	36

ARTICLE VIII
CONDITIONS PRECEDENT

8.1	Conditions to Each Party’s Obligation to Effect the Merger	37
8.2	Additional Conditions to Obligations of New Core	37
8.3	Additional Conditions to Obligations of RDSI	38

ARTICLE IX
INDEMNIFICATION

9.1	Survival of Representations and Warranties	39
9.2	Indemnification and Payment of Damages by New Core and RDSI	39
9.3	Holdback Shares	40
9.4	Escrow Agreement	42

ARTICLE X
TERMINATION AND AMENDMENT

10.1	Termination	42
10.2	Effect of Termination	43
10.3	Amendment	44
10.4	Extension; Waiver	44

ARTICLE XI
GENERAL PROVISIONS

11.1	Expenses	44
11.2	Notices	44
11.3	Interpretation	45
11.4	Counterparts	45
11.5	Entire Agreement; No Third Party Beneficiaries	45
11.6	Governing Law	46
11.7	Severability	46
11.8	Assignment	46
11.9	Submission to Jurisdiction; Waivers	46
11.10	Specific Enforcement	46
11.11	Definitions	46
11.12	Disclosure Schedule	52

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of April 25, 2009, by and among RURBANC DATA SERVICES, INC., an Ohio corporation (“RDSI”); NC Merger Corp., an Ohio corporation (“Merger Corp.”); and NEW CORE HOLDINGS, INC., a Florida corporation (“New Core”).

WITNESSETH :

WHEREAS, the Boards of Directors of RDSI, Merger Corp. and New Core deem it advisable and in the best interests of each corporation and its respective shareholders that RDSI, Merger Corp. and New Core enter into a merger transaction in order to advance the long-term strategic business interests of the parties;

WHEREAS, the Boards of Directors of RDSI, Merger Corp. and New Core have determined to consummate such merger transaction by means of the business combination transaction provided for herein in which, subject to the terms and conditions set forth herein, Merger Corp. will merge with and into New Core (the “Merger”), with New Core being the surviving corporation in the Merger (the “Surviving Company”) and becoming a wholly-owned subsidiary of RDSI (the Surviving Company AND RDSI after the Effective Time are hereinafter sometimes referred to collectively as the “Combined Company”);

WHEREAS, this Agreement and the Merger have been adopted and approved by Rurban Financial Corp., an Ohio corporation and sole shareholder of RDSI (“Rurban”);

WHEREAS, the parties to this Agreement intend that the Merger constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement constitute a “plan of reorganization” within the meaning of Treasury Regulations sections 1.368-2(g) and 1.368-3(a);

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe certain conditions to the Merger; and

WHEREAS, capitalized terms used in this Agreement will have the respective meanings set forth in Section 11.11 or in the Sections of this Agreement set forth opposite such terms in Section 11.11;

NOW, THEREFORE, in consideration of the covenants, agreements and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

THE MERGER

1.1 The Merger.

(a) Upon the terms and subject to the satisfaction or express waiver of the conditions of this Agreement, at the Effective Time (as defined in Section 1.2(b)), Merger Corp. shall merge with and into New Core. New Core shall be the surviving corporation in the Merger and shall continue its corporate existence under the laws of the State of Florida. Upon consummation of the Merger, the separate corporate existence of Merger Corp. shall terminate.

(b) Notwithstanding anything herein to the contrary, RDSI may at any time prior to the Effective Time change the method of effecting the Merger (including, without limitation, the provisions of this Article I), if and to the extent RDSI deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of consideration to which the holders of New Core Common Stock are entitled in accordance with the terms and subject to the conditions of this Agreement, (ii) adversely affect the treatment of the Merger as a reorganization described in Section 368(a) of the Code, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement. New Core, if requested by RDSI, shall enter into one or more amendments to this Agreement in order to effect any such change.

1.2 Closing; Effective Time.

(a) The closing of the Merger (the “Closing”) shall take place within three (3) Business Days after the satisfaction or express waiver (subject to Applicable Laws) of the conditions set forth in Article VIII (excluding conditions that, by their nature, cannot be satisfied until the Closing Date (as defined below)), unless this Agreement has been theretofore terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto (the actual time and date of the Closing being referred to herein as the “Closing Date”). The Closing shall be held at the offices of Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, Ohio 43215, unless another place is agreed to in writing by the parties hereto.

(b) The Merger shall become effective upon the latest to occur of the following: (i) the filing of a certificate of merger with the Secretary of State of the State of Ohio (the “Ohio Secretary”) in accordance with the Ohio General Corporation Law (Chapter 1701 of the Ohio Revised Code) (the “OGCL”); (b) the filing of articles of merger with the Department of State of the State of Florida in accordance with the Florida Business Corporation Act (Chapter 607 of the Florida Statutes) (the “FBCA”); or (c) such later date and time as may be agreed to by RDSI, Merger Corp. and New Core and so provided in the certificate of merger and articles of merger filed as set forth above (the time the Merger becomes effective being referred to as the “Effective Time”).

1.3 Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in the OGCL and the FBCA. At the Effective Time:

(a) The articles of incorporation of New Core, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Company until amended in accordance with the FBCA;

(b) The bylaws of New Core, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Company until amended in accordance with the FBCA;

(c) Each individual serving as a director of Merger Corp. immediately prior to the Effective Time shall become a director of the Surviving Company and shall serve as such until his or her successor is duly elected and qualified in the manner provided for in the Surviving Company’s articles of incorporation and bylaws or as otherwise provided by Applicable Laws or until his or her earlier death, resignation or removal in the manner provided in the Surviving Company’s articles of incorporation or bylaws or as otherwise provided by the FBCA; and

(d) Each individual serving as an officer of Merger Corp. immediately prior to the Effective Time shall be an officer of the Surviving Company holding the same office as held with Merger Corp. immediately prior to the Effective Time.

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1.4 Conversion of New Core Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of RDSI, Merger Corp., New Core or the holders of any capital stock of RDSI, Merger Corp. or New Core:

(a) Each share of New Core Common Stock issued and outstanding immediately prior to the Effective Time, other than shares of New Core Common Stock held in New Core’s treasury, shall automatically be converted into the right to receive the Closing Consideration and the Earn-Out Consideration, as calculated pursuant to Article II and Article III, respectively (collectively, the “Merger Consideration”).

(b) All shares of New Core Common Stock converted into the right to receive the Closing Consideration and the Earn-Out Consideration pursuant to this Agreement shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each certificate or book-entry credit previously evidencing any such shares of New Core Common Stock (a “Certificate”) shall thereafter evidence only the right to receive (i) the number of whole shares of RDSI Common Stock and (ii) cash in lieu of fractional shares of RDSI Common Stock into which the shares of New Core Common Stock formerly evidenced by such Certificate have been converted pursuant to this Agreement, without any interest thereon.

(c) All shares of New Core Common Stock held in New Core’s treasury shall be canceled and shall cease to exist and no shares of RDSI Common Stock or other consideration shall be delivered in exchange therefor.

1.5 Merger Corp. Common Stock. At and after the Effective Time, each common share of Merger Corp. issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter evidence one share of common stock of the Surviving Company.

1.6 RDSI Common Stock. At and after the Effective Time, each common share of RDSI issued and outstanding immediately prior to the Effective Time shall continue to be issued and outstanding and unaffected by the Merger.

1.7 Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Code. The parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations sections 1.368-2(g) and 1.368-3(a).

ARTICLE II

CLOSING CONSIDERATION

2.1 Calculation of Closing Consideration. The aggregate consideration to be issued upon the Closing of the Merger (the “Closing Consideration”) to the holders of all (100%) of the issued and outstanding shares of New Core Common Stock outstanding immediately prior to the Effective Time (the “New Core Holders”) shall be comprised of the Initial Shares (defined below) and Additional RDSI Shares (defined below). The Closing Consideration shall be the number of shares of RDSI Common Stock which would equal the sum of:

(a) the number of shares of RDSI Common Stock equal to the product of the total number of shares of RDSI Common Stock issued and outstanding immediately prior to the Effective Time multiplied by one thousand eight hundred thirty-four ten thousandths (0.1834) (the “Initial Shares”), plus

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(b) an additional number of shares of RDSI Common Stock (“Additional RDSI Shares”) if the Computed Valuation of New Core (as defined in Section 2.2(a) below) as of the Valuation Date is greater than fifteen and one-half percent (15.5%) of the sum of such Computed Valuation of New Core and the RDSI Computed Valuation (as defined in Section 2.2(b) below) as of the Valuation Date (the “Aggregate Post-Merger Value”). The aggregate number of Additional RDSI Shares shall equal the number derived from the following equations A and B:

A.	RDSI Computed Valuation	=	Per Share
	Number of RDSI Shares Outstanding		Computed
	Immediately Prior to Effective Time		Value

B.	Computed Valuation of New Core	–	Initial Shares	=	Additional
	Per Share Computed Value				RDSI Shares

2.2 Computed Valuation of New Core and RDSI.

(a) For purposes of this Agreement, the following definitions shall apply:

(i) “Computed Valuation of New Core” shall mean Six Million Five Hundred Thousand Dollars ($6,500,000) plus the average of (A) one and one half (1.5) times the New Core Computed Revenue and (B) Twelve (12) times the New Core Computed Net Income for the Converted Contracts in place on the Valuation Date.

(ii) “Converted Contract” shall mean a New Core Contract under which the financial institution has converted to, or installed, the New Core Software, and is fully operational, evidenced by a certificate executed by the financial institution to the effect that the New Core Software has been successfully integrated into such financial institution’s products and services and is operating, subject to one or more issues identified by the financial institution on such certificate which, in the aggregate, does not affect the overall functionality of the system. The date of execution by the financial institution of the certificate evidencing the Converted Contract shall be the effective date of the Converted Contract (the “Converted Contract Date”).

(iii) “Initial Monthly Subscription Fee” shall mean the amount set forth (usually in Schedule B to New Core Contracts) in the Converted Contract as the amount payable by the financial institution per month for the initial twelve (12) months of service by New Core or RDSI. Any adjustments, discounts, premiums, and other negotiated variances to the Initial Monthly Subscription Fee will be calculated over the full term of the contract, and the adjustment shall be applied to the Initial Monthly Subscription Fee. [For example, a three month initial discount would be applied against the entire initial term of a three year contract and the New Core Computed Revenue adjusted by one-third of the total adjustment.] The Initial Monthly Subscription Fee shall include the amount payable by the financial institution per month for disaster recovery services, whether included in the fee(s) set forth in Schedule B to the Converted Contract, identified and billed separately in the Converted Contract, or billed in an amendment or addendum to the Converted Contract. The Initial Monthly Subscription Fee shall not include any one-time installation fees, hardware sales and/or installation, special one-time fees, and pass-through billings such as communications expense. The Initial Monthly Subscription Fee shall not be reduced by sales commissions or one-time third party fees that are paid directly by the financial institution or paid by off-setting one-time billings to the financial institution.

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(iv) “New Core Computed Revenue” shall be the sum of the following calculations (A + B + C) of assumed revenues by category of service for the period for which such calculation is made for each bank having a Converted Contract based upon such financial institution’s assets as of the December 31 immediately prior to the Converted Contract Date (“Bank Assets”):

For In-House Processing, which is defined as a processing configuration where the New Core Software is being licensed and processed (run) on hardware owned or leased by the subject bank on the bank’s property, the following calculation for all Converted Contracts with a Converted Contract Date during such period: (I) aggregate Bank Assets times (II) the Initial Monthly Subscription Fee times (III) Twelve One Millionths (.000012) (“In-House Processing Revenues”); Plus

For ASP Processing, which is defined as a processing configuration where the New Core Software is processed (run) on hardware owned or leased by New Core or RDSI at a site remote from the bank but the software is operated and controlled by the bank with hardware maintenance the responsibility of New Core or RDSI, the following calculation for all Converted Contracts with a Converted Contract Date during such period: (I) aggregate Bank Assets times (II) the Initial Monthly Subscription Fee times (III) Twelve One Millionths (.000012) (“ASP Processing Revenues”); Plus

For Out-Sourced Processing, which is defined as a processing configuration where the New Core software is processed (run) on hardware owned or leased by New Core or RDSI and operations and hardware maintenance is the responsibility of New Core or RDSI, the following calculation for all Converted Contracts with a Converted Contract Date during such period: (I) aggregate Bank Assets times (II) the Initial Monthly Subscription Fee times (III) Twelve One Millionths (.000012) (“Out-Sourced Processing Revenues”).

(v) “New Core Computed Net Income” shall mean the sum of the following calculations (A + B + C + D) of assumed net income by category of service for the period for which such calculation is made:

In-House Processing Revenues times three hundred and sixty-three thousandths (.363) (“In-House Processing Net Income”); Plus

ASP Processing Revenues times two hundred and sixty-one thousandths (.261) (“ASP Net Income”); Plus

Out-Sourced Processing Revenues times two hundred and thirteen thousandths (.213) (“Out-Sourced Processing Net Income”); Plus

Revenues generated by products, including, without limitation, disaster recovery services, sold by New Core (other than In-House Processing, ASP Processing or Out-Sourced Processing) for the period for which such calculation is made times one hundred thirty-two thousandths (.132) (“Other Products Net Income”).

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(vi) “Valuation Date” shall mean the last date of that calendar month which is closest to the Effective Time and at least twenty (20) days prior to the Effective Time.

(vii) “RDSI Computed Valuation” shall mean the average of the four (4) following calculations all computed in accordance with GAAP:

Twelve (12) times the net income (after-tax) of RDSI (“Net Income”) for the twelve (12) months ending on the Valuation Date;

Six (6) times the EBITDA (earnings before interest, taxes, depreciation and amortization) of RDSI for the twelve (12) months ending on the Valuation Date;

One and one-half (1.5) times the gross revenues of RDSI for the twelve (12) months ending on the Valuation Date; and

An amount equal to: (x) the Net Cash Flow (defined below) of RDSI for the twelve (12) months ending on the Valuation Date divided by twelve one hundredths (.12); plus (y) the total shareholders’ equity of RDSI on the Valuation Date; minus (z) the goodwill of RDSI on the Valuation Date. “Net Cash Flow” shall be computed using the amounts determined for the twelve months ending on the Valuation Date (except for capital expenditures) and shall be equal to: (a) Net Income; plus (b) interest used for the EBITDA computation in (ii) above times sixty-six one hundredths (.66); plus (c) depreciation expense on fixed assets; plus (d) amortization expense on any software or intangible assets; minus (e) the average annual capital expenditures of RDSI for the twenty four (24) months ending on the Valuation Date.

2.3 Payment of Closing Consideration; Holdback Shares.

(a) Each New Core Holder shall be entitled to receive in exchange and substitution for such holder’s shares of New Core Common Stock the same percentage of the Initial Shares and the Additional RDSI Shares that such holder’s shares of New Core Common Stock bear to the total number of issued and outstanding shares of New Core Common Stock immediately prior to the Effective Time.

(b) Notwithstanding anything to the contrary contained herein, RDSI shall withhold from the Initial Shares and the Additional Shares to be delivered to the New Core Holders pursuant to this Article II and shall deliver to the Holdback Agent a number of shares of RDSI Stock equal to twenty-five percent (25%) of the Closing Consideration (the “Holdback Shares”), which Holdback Shares shall be retained by the Holdback Agent, in the Holdback Fund in accordance with Section 9.3 hereof, and the Closing Consideration to which each New Core Holder is entitled to receive pursuant to Section 2.3(a) shall be reduced accordingly.

2.4 No Fractional Shares. Notwithstanding anything to the contrary contained in this Article II, no fractional share of RDSI Common Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued as part of the Closing Consideration. Each New Core Holder who would otherwise be entitled to receive a fractional share of RDSI Common Stock as part of the Closing Consideration shall receive instead an amount in cash equal to the product of (a) the fractional RDSI Common Stock interest to which such holder would otherwise be entitled, multiplied by (b) the Per Share Computed Value.

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2.5 Share Certificates in Merger.

(a) Within three business days after the Effective Time, RDSI shall mail to each New Core Holder of record a form letter of transmittal and instructions for use in effecting the surrender for exchange of the Certificates evidencing the shares of New Core Common Stock cancelled and extinguished as a result of the Merger. Upon surrender of a Certificate for cancellation, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate evidencing the shares of RDSI Common Stock and the cash to which the holder is entitled in accordance with the provisions of this Agreement, and the Certificate so surrendered shall thereafter be cancelled forthwith.

(b) In the event that any New Core Holder of shares of New Core Common Stock cancelled and extinguished in accordance with this Agreement is unable to deliver the Certificate which evidences such shares of the holder, RDSI, in the absence of actual notice that any shares theretofore evidenced by any such Certificate have been acquired by a bona fide purchaser, shall deliver to such holder the amount to which such holder is entitled in accordance with any provisions of this Agreement upon the presentation of all of the following:

(i)

Evidence to the reasonable satisfaction of RDSI that any such Certificate has been lost, wrongfully taken or destroyed;

(ii)

Such security or indemnity as may be reasonably requested by RDSI to indemnify and hold RDSI harmless; and

(iii)

Evidence to the reasonable satisfaction of RDSI that such person is the owner of the shares theretofore represented by each Certificate claimed by him to be lost, wrongfully taken or destroyed and that he is the person who would be entitled to present each such Certificate for exchange pursuant to this Agreement.

(c) In the event that the issuance of shares of RDSI Common Stock or payment of cash in lieu of fractional shares in accordance with this Agreement is to be made to a person other than the person in whose name the Certificate surrendered is registered, the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and the person requesting such issuance or payment shall pay any transfer or other taxes required by reason of the issuance or payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of RDSI that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.5, each Certificate shall represent for all purposes the right to receive the Closing Consideration and cash in lieu of fractional shares as determined pursuant to this Agreement.

(d) No dividends or other distributions declared with respect to shares of RDSI Common Stock and payable to the New Core Holders of record thereof after the Effective Time shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate. Subject to the effect, if any, of applicable law, after the subsequent surrender and exchange of a Certificate, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of RDSI Common Stock represented by such Certificate.

2.6 Compliance with Section 2.5. No shares of RDSI Common Stock or payment in lieu of fractional shares shall be delivered by RDSI to any New Core Holder of common shares in accordance with this Agreement until any such holder shall have complied with Section 2.5 of this Agreement.

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2.7 Payment in Satisfaction of Rights. All payments made upon the surrender of Certificates pursuant to this Article II shall be deemed to have been made in full satisfaction of all rights pertaining to the shares evidenced by such Certificates.

2.8 No Further Registration of Transfer. After the Effective Time, there shall be no further registration of transfer of shares of New Core Common Stock on the stock transfer books of New Core. In the event that, after the Effective Time, Certificates evidencing such shares are presented for transfer, they shall be cancelled and exchanged as provided in this Article II.

2.9 Dissenting Shares.

(a) Notwithstanding anything in this Agreement to the contrary, the shares of New Core Common Stock which are outstanding immediately before the Effective Time and which are held by shareholders who shall not have voted such shares in favor of this Agreement, who shall have delivered to New Core a written notice of intent to demand payment of such shares in the manner provided in Sections 607.1301 through 607.1333 (collectively, the “Appraisal Statute”) and who shall have otherwise complied fully with all of the requirements of the Appraisal Statute shall not be converted into or be exchangeable for the right to receive the consideration provided in this Agreement; provided, however, that (a) each of such shares (herein referred to as the “Dissenting Shares”) shall nevertheless be cancelled and extinguished in accordance with this Agreement; (b) the holder of Dissenting Shares, upon full compliance with the requirements of the Appraisal Statute, shall be entitled to payment of the fair value of such shares in accordance with the provisions of the Appraisal Statute; and (c) in the event (i) any holder of Dissenting Shares shall subsequently withdraw such holder’s demand for appraisal of such shares in accordance with the provisions of the Appraisal Statute, or (ii) any holder of Dissenting Shares fails to perfect his or her appraisal rights by not fully complying with the provisions of the Appraisal Statute, such holder shall forfeit the right to appraisal of such shares and such shares shall thereupon be deemed to have been converted into and to have become exchangeable for the right to receive the consideration provided in this Agreement.

(b) New Core shall give RDSI (i) prompt notice of any written demands for appraisal of any shares of New Core Common Stock made under the Appraisal Statute, any withdrawals or attempted withdrawals of such demands and any other instruments delivered pursuant to the Appraisal Statute and received by New Core relating to Dissenting Shares and (ii) the opportunity to participate in all negotiations and proceedings with respect to the exercise of appraisal rights. New Core shall not, except with the prior written consent of RDSI, voluntarily make any payment with respect to any demands for payment for shares of New Core Common Stock under the Appraisal Statute or offer to settle or settle any such demands.

ARTICLE III

EARN-OUT CONSIDERATION

3.1 Earn-Out Consideration.

(a) In addition to the Closing Consideration, each New Core Holder shall have the right to receive Initial Earn-Out Consideration, Adjusted Earn-Out Consideration and Final Earn-Out Consideration all as defined and determined in accordance with this Article III and collectively referred to in this Agreement as the “Earn-Out Consideration.”

(b) If the Computed Valuation of New Core as of the Valuation Date is less than .1834 times the RDSI Computed Valuation on the Valuation Date, then the Earn-Out Consideration shall be reduced. The reduction shall equal the number of shares of RDSI Common Stock (“Reduction Shares”) derived from the following equation:

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(RDSI Computed Valuation times .1834) minus Computed Valuation of New Core

Per Share Computed Value

= Reduction Shares

The number of Reduction Shares shall first reduce the Initial Earn-Out Consideration and then shall, in turn, reduce the Adjusted Earn-Out Consideration and the Final Earn-Out Consideration until all of the Reduction Shares have been applied.

(c) In no event, however, and notwithstanding any provision of this Agreement to the contrary, shall the aggregate number of shares of RDSI Common Stock issued as Additional RDSI Shares, Initial Earn-Out Consideration, Adjusted Earn-Out Consideration and Final Earn-Out Consideration exceed the aggregate number of Shares of RDSI Common Stock issued as Initial Shares.

3.2 Initial Earn-Out Consideration.

The “Initial Earn-Out Period” shall be the period beginning on the Effective Time and ending on December 31, 2010, if the Effective Time precedes December 31, 2010. If the Effective Time is on or after December 31, 2010, no Initial Earn-Out Consideration shall be issued.

The aggregate Initial Earn-Out Consideration to be issued to all New Core Holders shall equal the number of shares of RDSI Common Stock derived from the following calculation:

(a) New Core Computed Revenue for the Initial Earn-Out Period times One and One half (1.5), Plus

(b) New Core Computed Net Income for the Initial Earn-Out Period times Twelve (12); Divided By

(d) The Per Share Computed Value;

provided, however, that the number of shares of RDSI Common Stock derived from the foregoing calculation shall be reduced by the number of Converted Contract Revision Shares. Each New Core Holder shall be entitled to receive the same proportion of such Initial Earn-Out Consideration as the New Core Holder received of the Initial Shares. The Initial Earn-Out Consideration shall be issued by RDSI not later than March 31, 2011.

3.3 Adjusted Earn-Out Consideration.

The “Adjusted Earn-Out Period” shall be the period beginning on the later of the Effective Time or January 1, 2011 and ending on December 31, 2011.

The aggregate Adjusted Earn-Out Consideration to be issued to all New Core Holders shall equal the number of shares of RDSI Common Stock derived from the following calculation:

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(a) New Core Computed Revenue for the Adjusted Earn-Out Period times One and One half (1.5), Plus

(b) New Core Computed Net Income for the Adjusted Earn-Out Period times Twelve (12); Divided By

(d) The Per Share Computed Value;

provided, however, that the number of shares of RDSI Common Stock derived from the foregoing calculation shall be reduced by the number of Converted Contract Revision Shares. Each New Core Holder shall be entitled to receive the same proportion of such Adjusted Earn-Out Consideration as the New Core Holder received of the Initial Shares. The Adjusted Earn-Out Consideration shall be issued by RDSI not later than March 31, 2012.

3.4 Final Earn-Out Consideration.

The Final Earn-Out Consideration shall be payable to the New Core Holders in connection with New Core Contracts executed between New Core or RDSI and a financial institution before December 31, 2011 and that become Converted Contracts between January 1, 2012 and December 31, 2012 (“Final Converted Contracts”).

The aggregate Final Earn-Out Consideration to be issued to all New Core Holders shall equal the number of shares of RDSI Common Stock derived from the following calculation:

(a) New Core Computed Revenue for Final Converted Contracts during the period January 1, 2012 until December 31, 2012 times One and One half (1.5), Plus

(b) New Core Computed Net Income for Final Converted Contracts during the period January 1, 2012 until December 31, 2012 times Twelve (12); Divided By

(d) The Per Share Computed Value;

provided, however, that the number of shares of RDSI Common Stock derived from the foregoing calculation shall be reduced by the number of Converted Contract Revision Shares. Each New Core Holder shall be entitled to receive the same proportion of such Final Earn-Out Consideration as the New Core Holder received of the Initial Shares. The Final Earn-Out Consideration shall be issued by RDSI not later than March 31, 2013.

3.5 No Fractional Shares. Notwithstanding anything to the contrary contained in this Article III, no fractional share of RDSI Common Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued as part of the Earn-Out Consideration. Each New Core Holder who would otherwise be entitled to receive a fractional share of RDSI Common Stock as part of the Earn-Out Consideration shall receive instead an amount in cash equal to the product of (a) the fractional RDSI Common Stock interest to which such holder would otherwise be entitled, multiplied by (b) the average closing price of a share of RDSI Common Stock for the twenty (20) most recent trading days that RDSI Common Stock has traded immediately preceding the issuance of the applicable Earn-Out Consideration.

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3.6 Shares Reserved. Following the Effective Time, the Combined Company shall take all corporate action necessary to reserve for issuance a sufficient number of shares of RDSI Common Stock for delivery of the Earn-Out Consideration pursuant to the terms set forth in this Article III.

3.7 Computation. All calculations necessary for the computation of amounts in accordance with Articles II and III of this Agreement shall be made by Plante & Moran or the then current external or internal accounting firm of RDSI (the “Accountants”). The Accountants shall have unrestricted access to the books and records of RDSI, New Core and the Combined Company in order to confirm such calculations. The decision of the Accountants shall be final and binding on the parties. In the event that the Accountants designated by this Section 3.7 are unwilling or unable to act, the Accountants shall be selected by RDSI. All expenses and fees of the Accountants shall be paid by RDSI for calculation of the RDSI Computed Valuation and by New Core for the calculation of the Computed Valuation of New Core and the Earn Out Consideration, and any other expenses shall be paid by the party whose calculations are being made.

3.8 Converted Contract Revision Shares. The term “Converted Contract Revision Shares” shall mean the number of shares of RDSI Common Stock equal to the difference between (a) the number of shares of RDSI Common Stock issued as and for the Closing Consideration or a prior Earn-Out Consideration which included in its calculation of New Core Computed Revenue and New Core Computed Net Income a Converted Contract that, during the Initial Earn-Out Period, Adjusted Earn-Out Period or Final Earn-Out Consideration, as applicable, has been rescinded or terminated, or for which New Core has made a refund of fees or a discount has been granted to the financial institution (each, a “Revised Contract”) and (b) the number of shares of RDSI Common Stock that would have been issued as and for such Closing Consideration or prior Earn-Out Consideration if recalculated to reflect the decrease in New Core Computed Revenue and New Core Net Income resulting from all such Revised Contracts. Discounts and refunds shall be calculated over the contract term.

3.9 Anti-Dilution Adjustments. In the event RDSI changes (or establishes a record date for changing) the number of shares of RDSI Common Stock issued and outstanding after the Effective Time as a result of a stock split, stock dividend, recapitalization, reclassification, split up, combination, exchange of shares, readjustment or similar transaction with respect to the outstanding shares of RDSI Common Stock (excluding the issuance of up to 15% of the outstanding shares of RDSI Common Stock to employees of RDSI pursuant to stock options, restricted stock or other stock incentive awards) and the record date therefor shall be prior to the issuance of any Merger Consideration pursuant to Article II or this Article III, then the number of shares of RDSI Common Stock to be issued as any Merger Consideration shall be proportionately adjusted. The provisions of this Section 3.9 shall not apply to the issuance of shares of RDSI Common Stock for full consideration or to the issuance of shares of RDSI Common Stock in connection with any employee benefit plan of RDSI.

ARTICLE IV

CERTAIN PRE-MERGER TRANSACTIONS

4.1 Ancillary Agreements. Contemporaneously with the execution of this Agreement (or within thirty (30) days thereafter in the case of the Holdback Escrow Agreement), RDSI and New Core have executed and delivered (or caused the execution and delivery of) the following agreements (collectively, the “Ancillary Agreements”): (a) the Subordinated Loan Agreements; (b) the Reseller Software License and Support Agreement; (c) the Escrow Agreement; (d) the Voting Agreements; and (e) the Holdback Escrow Agreement.

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4.2 Spin-Off. The Closing of the Merger shall be subject to and conditioned upon the prior distribution of not less than 80% of the outstanding shares of RDSI Common Stock owned by Rurban to the then-existing shareholders of Rurban (the “Spin-Off”). The decision to effect the Spin-Off and the terms thereof shall be at the sole discretion of the Board of Directors of Rurban, and except as expressly provided in Section 10.2, RDSI shall have no obligation or liability to New Core or its shareholders under the terms of this Agreement if the Spin-Off is not completed for any reason.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of New Core. Except as set forth in the New Core Disclosure Schedule delivered by New Core to RDSI prior to the execution of this Agreement (the “New Core Disclosure Schedule”), New Core represents and warrants to RDSI as provided below. For purposes of this Section 5.1, New Core shall mean New Core Holdings, Inc. and all of its predecessor companies and businesses, including, without limitation, New Core Banking Systems, LLC and Core ASP, LLC.

(a) Organization, Standing and Power; Subsidiaries.

(i) New Core is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Time, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Core. The copies of the articles of incorporation and bylaws of New Core which were previously furnished or made available to RDSI are true, complete and correct copies of such documents as in effect on the date of this Agreement.

(ii) Except as set forth on Section 5.1(a) of the New Core Disclosure Schedule, New Core does not have any Subsidiaries and does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

(b) Capital Structure.

(i) The authorized capital stock of New Core consists of one hundred million (100,000,000) shares of New Core Common Stock. As of the date of this Agreement, seventy-six million six hundred six thousand one hundred ninety-one (76,606,191) shares of New Core Common Stock were issued and outstanding and no shares of New Core Common Stock were held as treasury shares. Section 5.1(b) of the New Core Disclosure Schedule sets forth a complete and correct list as of the date of this Agreement of all record and beneficial holders of shares of New Core Common Stock and the number of shares held by each such holder. All issued and outstanding shares of capital stock of New Core are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of New Core is entitled to preemptive rights. Except as set forth in Section 5.1(b) of the New Core Disclosure Schedule, there are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from New Core.

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(ii) No bonds, debentures, notes or other indebtedness of New Core having the right to vote on any matters on which shareholders of New Core may vote (“New Core Voting Debt”) are issued or outstanding.

(iii) Except as set forth in Section 5.1(b) of the New Core Disclosure Schedule, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which New Core is a party or by which it is bound obligating New Core to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of New Core or obligating New Core to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of New Core to repurchase, redeem or otherwise acquire any shares of capital stock of New Core.

(iv) Other than the Ancillary Agreements or as set forth in Section 5.1(b) of the New Core Disclosure Schedule, as of the date of this Agreement, there are no shareholder, buy-sell or close corporation agreements, voting trusts or other Contracts to which New Core is a party or by which it is bound relating to the voting or transfer of shares of capital stock of New Core.

(i) New Core has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by New Core and the consummation by New Core of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of New Core. This Agreement and the Ancillary Agreements have been duly executed and delivered by New Core and, assuming the due authorization and valid execution and delivery of this Agreement and the Ancillary Agreements by RDSI, constitute valid and binding agreements of New Core, enforceable against New Core in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(ii) The execution and delivery of this Agreement and the Ancillary Agreements by New Core does not, and the consummation by New Core of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, a “Lien”), “put” or “call” right or other encumbrance on, or the loss of, any assets (any such conflict, breach, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to: (A) any provision of the articles of incorporation or bylaws of New Core or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Core or, to the Knowledge of New Core, the Combined Company following the Merger, subject to obtaining or making the New Core Necessary Consents (as defined in paragraph (iii) below), (I) any loan or credit agreement, note, instrument, mortgage, bond, indenture, lease, benefit plan or other contract, agreement or obligation (a “Contract”) to which New Core is a party or by which it or any of its properties or assets is bound, or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to New Core or its properties or assets.

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(iii) No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity”) or any other Person is required by or with respect to New Core in connection with the execution and delivery of this Agreement and the Ancillary Agreements by New Core or the consummation by New Core of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Required New Core Vote, (B) the FBCA with respect to the filing of articles of merger with the Florida Department of State in connection with the Merger, and (C) the consents, notices and/or filings set forth in Section 5.1(c)(iii) of the New Core Disclosure Schedule. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (C) are hereinafter referred to as “New Core Necessary Consents.”

(d) Financial Statements.

(i) New Core has delivered to RDSI (A) unaudited financial statements for the fiscal years ended December 31, 2007 and 2008, consisting of balance sheets and the related statements of income and stockholders’ equity and cash flows for the fiscal years ended on such dates, including the footnotes thereto, and (B) unaudited financial statements for the interim period ended March 31, 2009, consisting of a balance sheet and the related statement of income (collectively, the “New Core Financial Statements”). The New Core Financial Statements fairly present, in all material respects, the financial position and results of operations and cash flows of New Core as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles (“GAAP”) consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments that have not been and are not expected to be material in amount.

(ii) Except as set forth in Section 5.1(d)(ii) of the New Core Disclosure Schedule, since December 31, 2008, New Core has not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of New Core or in the footnotes thereto prepared in conformity with GAAP, other than liabilities incurred in the ordinary course of business which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Core.

(e) Information Supplied.

(i) None of the information supplied or to be supplied by New Core for inclusion or incorporation by reference in (A) the Registration Statement (as defined in Section 7.1(a)) will, at the time the Registration Statement is filed with the Securities and Exchange Commission (the “SEC”), at any time it is amended or supplemented or at the time it becomes effective under the Exchange Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (B) the Information Statement/Proxy Statement (as defined in Section 7.1(a)) will, on the date it is first mailed to New Core shareholders or at the time of the New Core Shareholders Meeting (as defined in Section 7.1(b)) or New Core Written Consents (as defined in Section 7.1(b)), as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading].

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(ii) Notwithstanding the foregoing provisions of this Section 5.1(e), no representation or warranty is made by New Core with respect to statements made or incorporated by reference in the Registration Statement or the Information Statement/Proxy Statement based on information supplied by RDSI for inclusion or incorporation by reference therein, or based on information which is not included or incorporated by reference in such documents but which should have been disclosed therein pursuant to Section 5.2(e).

(f) Board Approval; Vote Required.

(i) The Board of Directors of New Core, by resolutions duly adopted by unanimous vote at a meeting duly called and held, or by action by unanimous written consent, and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement and the Merger are advisable and in the best interests of New Core and its shareholders, (B) approved this Agreement and the Merger, (C) resolved to recommend that the shareholders of New Core approve and adopt this Agreement and the Merger and directed that this Agreement and the Merger be submitted for consideration by New Core’s shareholders for approval and adoption and (D) taken all other action necessary to render any and all limitations on business combinations contained in the FBCA and the provisions of New Core’s articles of incorporation inapplicable to the transactions contemplated hereby. To the Knowledge of New Core, except for the limitations on business combinations contained in the FBCA (which have been rendered inapplicable), no state takeover statute is applicable or purports to be applicable to the Merger or the other transactions contemplated hereby.

(ii) The affirmative vote of the holders of a majority of the outstanding shares of New Core Common Stock (the “Required New Core Vote”) to approve and adopt this Agreement and the Merger is the only vote of the holders of any class or series of New Core capital stock necessary to approve or adopt this Agreement and the Merger and the other transactions contemplated hereby.

(g) [Reserved.]

(h) Litigation; Compliance with Laws.

(i) There is no suit, action, proceeding or regulatory investigation pending or, to the Knowledge of New Core, threatened, against or affecting New Core or any property or asset of New Core, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against New Core.

(ii) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Core, New Core holds all permits, licenses, franchises, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of the business of New Core (the “New Core Permits”), and no suspension or cancellation of any of the New Core Permits is pending or, to the Knowledge of New Core, threatened. New Core is in compliance with the terms of the New Core Permits, except where the failure so to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Core. New Core is not in violation of, and New Core has not received any notices of violations with respect to, any Applicable Laws, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Core.

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(i) Absence of Certain Changes or Events. Except as set forth in Section 5.1(i) of the New Core Disclosure Schedule, since December 31, 2008, New Core has conducted its business only in the ordinary course, consistent with past practice and there has not been any event, change, circumstance or development which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on New Core. Except as set forth in Section 5.1(i) of the New Core Disclosure Schedule, since December 31, 2008 through the date of this Agreement, New Core has not taken any action that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 6.1.

(j) Environmental Matters. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Core, (i) the operations of New Core have been and are in compliance with all applicable Environmental Laws (as defined below) and with all New Core Permits required by applicable Environmental Laws, (ii) there are no pending or, to the Knowledge of New Core, threatened, actions, suits, claims, investigations or other proceedings (collectively, “Actions”) under or pursuant to Environmental Laws against New Core or involving any real property currently owned or, to the Knowledge of New Core, formerly owned, or currently or formerly operated or leased, by New Core and (iii) to the Knowledge of New Core, New Core is not subject to any Environmental Liabilities (as defined below), and no facts, circumstances or conditions relating to, arising from, associated with or attributable to any real property currently or formerly owned, operated or leased by New Core or operations thereon would reasonably be expected to result in Environmental Liabilities for New Core.

As used in this Agreement, “Environmental Laws” means any and all federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decisions, injunctions, orders, decrees, requirements of any Governmental Entity, any and all common law requirements, rules and bases of liability regulating or imposing liability or legally binding standards of conduct concerning pollution, Hazardous Materials (as defined below) or protection of human health, safety or the environment, as in effect on or prior to the Closing Date and includes the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., the Clean Air Act, 33 U.S.C. Section 2601 et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq. and the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq., as such laws have been amended or supplemented, and the regulations promulgated pursuant thereto, and all analogous state or local statutes. As used in this Agreement, “Environmental Liabilities” with respect to any Person means any and all liabilities of or relating to such Person or any of its Subsidiaries (including any entity which is a predecessor of such Person or any of such Subsidiaries and for which such Person has liability by law or contract), whether vested or unvested, contingent or fixed, which (i) arise under or relate to matters covered or regulated by, or for which liability is imposed under, Environmental Laws and (ii) relate to actions occurring or conditions existing on or prior to the Closing Date. As used in this Agreement, “Hazardous Materials” means any hazardous or toxic substances, materials or wastes, defined, listed, classified or regulated as such in or under any Environmental Laws and which includes petroleum, petroleum products, friable asbestos, urea formaldehyde and polychlorinated biphenyls.

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(k) Intellectual Property.

(i) Section 5.1(k)(i) of the New Core Disclosure Schedule lists all of the following (collectively, the “New Core Intellectual Property”): (A) all Intellectual Property which is material to New Core’s operations or necessary for the conduct of New Core’s business, separately listing which is owned by New Core and which is not owned by New Core; and (B) all Intellectual Property, other than Consumer Software, which is material to any product, service, technology or process currently offered, licensed or sold by New Core and all Intellectual Property currently under development by New Core.

(ii) Section 5.1(k)(ii) of the New Core Disclosure Schedule lists all licenses, sublicenses, agreements or instruments involving the New Core Intellectual Property which are material to New Core’s business (each, a “License”), including (A) all licenses by New Core to any Person of any Intellectual Property; (B) all licenses by any other Person to New Core of any Intellectual Property (excluding Consumer Software); and (C) all escrow agreements, current or terminated, relating to the deposit of the source code for the New Core Software and the names of all parties who have rights to access and/or modify the source code for the New Core Software or who have rights that may mature into rights to access and/or modify the source code for the New Core Software. Each License regarding New Core Software identified on Section 5.1(k)(ii) of the New Core Disclosure Schedule is a valid and binding agreement in full force and effect and enforceable in accordance with its terms. Each License regarding Ancillary Software identified on Section 5.1(k)(ii) of the New Core Disclosure Schedule is, to the Knowledge of New Core, a valid and binding agreement, in full force and effect and enforceable in accordance with its terms. With respect to each License, to the Knowledge of New Core, there is no default (or event that with the giving of notice or passage of time would constitute a default) by New Core, or any default (or event that with the giving of notice or passage of time would constitute a default) by the other party thereto. There are no pending or, to the Knowledge of New Core, threatened claims with respect to any License. True and complete copies of all Licenses have been provided to RDSI.

(iii) Except as otherwise identified on the New Core Disclosure Schedule, the New Core Software is original, and New Core has good and valid title to the New Core Software free and clear of any Liens. New Core possesses by written License the rights to the Ancillary Software necessary for the conduct of New Core’s business and the performance of its obligations. New Core has good and valid title to, or otherwise possesses the rights to use by written License, all of the New Core Intellectual Property that is material to New Core’s business. Except for (A) Liens listed on the New Core Disclosure Schedule, (B) Intellectual Property owned by third parties disclosed in on the New Core Disclosure Schedule and (C) Licenses or other agreements with customers disclosed on the New Core Disclosure Schedule, no Person other than RDSI has any right or interest of any kind or nature in or with respect to any Intellectual Property owned or exclusively controlled by New Core, or any portion thereof, or any rights to sell, license, lease, transfer or use or otherwise exploit Intellectual Property owned or exclusively controlled by New Core, or any portion thereof. New Core is the owner of all of the New Core Intellectual Property created by its officers or employees. All independent contractors of New Core who have created New Core Intellectual Property have executed a written agreement pursuant to which all rights, title and ownership in and to such New Core Intellectual Property have been assigned to New Core. Listed in Section 5.1(k)(iii) of the New Core Disclosure Schedule are the names of all of the individuals and entities which contributed to, authored or co-authored any portion of the New Core Software or selected, coordinated or arranged any of its components.

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(iv) New Core has not received written notice that it has, nor, to the Knowledge of New Core, has New Core infringed upon, misappropriated or misused, any Intellectual Property or proprietary information of another Person or is currently so infringing. There are no pending or, to the Knowledge of New Core, threatened claims or proceedings contesting or challenging any of the New Core Intellectual Property, or New Core’s use of any of the New Core Intellectual Property. Except as set forth in Section 5.1(k)(iv) of the New Core Disclosure Schedule, to the Knowledge of New Core, no Person is infringing upon, misappropriating, or otherwise violating New Core’s rights to any of the New Core Intellectual Property.

(v) Section 5.1(k)(v) of the New Core Disclosure Schedule contains a true and complete list of all of the material software or proprietary information included, embedded or incorporated in or developed for inclusion in the New Core Software, New Core’s products or in websites of New Core, or used in the delivery of services or otherwise by New Core. New Core owns or has valid licenses to all Software used in its operations. Except as identified in Section 5.1(k)(v) of the New Core Disclosure Schedule, no freeware, open source or public library software, including any version of any software licensed pursuant to any GNU public license or any similar license, is, in whole or in part, embodied or incorporated in the New Core Software. Except as set forth on the New Core Disclosure Schedule, no Intellectual Property owned by another Person has been incorporated into the New Core Software absent a License for such use. The New Core Software contains no “viruses,” which, for the purposes of this Agreement, means any computer code intentionally designed to disrupt, disable or harm in any manner the operation of any software or hardware, but does not include any New Core intended functionality which limit a customer’s use of software to the scope of the customer’s license. To New Core’s Knowledge, the Ancillary Software contains no “viruses.”

(vi) New Core has taken commercially reasonable measures to protect the proprietary nature of the New Core Intellectual Property and to maintain in confidence all Trade Secrets and other confidential Intellectual Property and information owned or used by New Core in connection with New Core’s business. To the Knowledge of New Core, no material Trade Secret or other material confidential Intellectual Property or information of New Core owned or used in connection with New Core’s business has been disclosed to any third party, other than pursuant to a written non-disclosure or confidentiality agreement or other written agreement which protects New Core’s proprietary interests in and to such Trade Secrets or confidential Intellectual Property. Section 5.1(k)(vi) of the New Core Disclosure Schedule lists all such written non-disclosure or confidentiality agreements or other written agreements pursuant to which any such disclosure was made.

(vii) (A) New Core has not filed any application to register any Copyrights with the U.S. Copyright Office, nor any application to register any Trademark, Service Mark, or Patents with the United States Patent and Trademark Office (“PTO”) or any other Copyright, trademark or Patent office; (B) none of New Core’s Trademarks has been or is now involved in any opposition, claim of infringement, dilution, unfair competition or cancellation proceeding and, to the Knowledge of New Core, no such action is threatened with respect to any of such Trademarks; and (C) to the Knowledge of New Core, none of New Core’s Trademarks infringes or has been alleged to infringe any trade name, trademark or service mark of any other Person and, to the Knowledge of New Core, none of New Core’s Trademarks is being infringed or has been infringed by any third party.

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(viii) Except as set forth on Section 5.1(k)(viii) of the New Core Disclosure Schedule, the New Core Intellectual Property is free and clear of any and all Liens, except Permitted Liens.

(ix) New Core uses commercially reasonable practices to ensure the physical and electronic protection of the New Core Intellectual Property and its Information Technology from unauthorized disclosure, use or modification. Other than as set forth on Section 5.1(k)(ix) of the New Core Disclosure Schedule, there has been no breach of security involving any website or database of New Core or, to the Knowledge of New Core, of any customer of New Core. All data which has been collected, stored, maintained or otherwise used by New Core has been collected, stored, maintained and used in accordance with all Applicable Laws, rules and regulations. New Core has not been notified of noncompliance with any Applicable Law, or any pertinent guidelines or industry standards pertaining to information security.

(l) Title to Assets. New Core has good and valid title to all of the assets owned by it and valid leasehold interests in all of the real and personal property leased by it, free and clear of all Liens except Permitted Liens. No condemnation, eminent domain or similar proceeding affecting all or any material portion of any such real property is pending or, to the Knowledge of New Core, threatened. Except as disclosed under Section 5.1(k), none of New Core’s assets is subject to any sublease, sublicense or other agreement granting to any other Person any right to the use or enjoyment of such assets. Other than those of New Core’s assets which are leased or licensed by New Core from other Persons, there are no assets which are owned by any third party. All of the assets and properties owned or leased by New Core (i) are, in the aggregate, sufficient and adequate to carry on the business of New Core as currently conducted; (ii) are, in the aggregate, in all material respects in a good state of maintenance, repair and operating condition as required for the operation and use thereof in the ordinary course of business; and (iii) comply (as to assets and properties owned by New Core) in all respects with Applicable Laws and comply with the terms and conditions of all leases and other Contracts to which New Core is a party relating to any such property, except where the failure to be in such compliance has not had, and would not reasonably be expected to have, a Material Adverse Effect on New Core.

(m) Information Technology. Except as disclosed on Section 5.1(m) of the New Core Disclosure Schedule:

(i) New Core has made available to RDSI a complete and correct list of all material Information Technology owned or used by New Core in the conduct of New Core’s business and all material and currently in force Contracts or arrangements (including amendments and modifications thereto) relating to the maintenance and support, security, disaster recovery management and utilization (including facilities management, escrow agreements relating to the deposit of software source codes and computer bureau services agreements) of the Information Technology owned or used by New Core in the conduct of its business.

(ii) All Information Technology currently used in connection with New Core’s business is either owned by, or leased or licensed to, New Core and New Core has all rights therein necessary to operate its business. During the past three (3) years, no notice of a material defect has been sent or received by New Core in respect of any license or lease under which New Core receives or accesses Information Technology.

(iii) The Information Technology owned or used by New Core in the conduct of its business has the capacity, speed and performance necessary to fulfill its obligations under its existing Contracts.

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(iv) New Core has not been notified in writing of any breach of any of the Contracts or arrangements referred to in Section 5.1(m)(i) and, to the Knowledge of New Core, New Core is not in breach of any of such Contracts or arrangements.

(v) New Core has access to and the right to modify the source code for all of the New Core Software. For the avoidance of doubt, New Core does not have access to, nor the right to modify, the source code for all of the software owned by third parties which is material to New Core’s business, including without limitation, the Ancillary Software or Consumer Software.

(vi) Except as set forth in Section 5.1(m)(vi) of the New Core Disclosure Schedule, none of the records, systems, controls, and/or data used by New Core to conduct its business is recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process whether computerized or not) which are not under the exclusive ownership and control of New Core.

(n) Brokers or Finders. No agent, broker, investment banker, financial advisor or other firm or Person is or will be entitled to any broker’s or finder’s fee or any other similar commission or fee in connection with any of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of New Core.

(o) [Reserved.]

(p) Taxes.

(i) New Core has timely filed or has caused to be timely filed all Tax Returns required to be filed by it, and all such Tax Returns (including information provided therewith or with respect thereto) are true, complete and correct. New Core has fully and timely paid or caused to be paid all Taxes owed by New Core (whether or not shown on any Tax Return), except for Taxes which do not exceed Twenty-Five Thousand Dollars ($25,000) in the aggregate. As to all taxable periods (or portions thereof) which end on or prior to the Closing Date for which no Tax Returns are yet due, the liability of New Core for Taxes with respect to such periods (or portions thereof) does not exceed the amount accrued for such liability on the most recent New Core Financial Statements (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income), as adjusted for operations and transactions in the ordinary course of business through the Closing Date in accordance with past practice and custom of New Core. New Core has not requested any extension of time within which to file any Tax Returns which have not since been filed, and there are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from New Core for any taxable period.

(ii) No deficiencies for any Taxes have been proposed, asserted or assessed in writing against New Core that are not adequately reserved for.

(iii) New Core has not taken any action, and New Core has no reason to believe that any fact, agreement, plan or other circumstance exists, that is reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.

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(iv) New Core is not a party to any Tax sharing or Tax indemnity or similar agreement, contract or arrangement.

(v) Within the past five years, New Core has not been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(a) of the Code.

(vi) New Core is not obligated to make any payments, nor is a party to any Contract that could obligate it to make any payments, that would not be deductible by reason of Section 162(m) or Section 280G of the Code.

(vii) New Core has not agreed to make, and is not required to make, any adjustment under Section 481(a) of the Code or any similar provision of state, local or foreign law by reason of a change in accounting methods or otherwise, and to the Knowledge of New Core, no governmental authority has proposed any such adjustment or change in accounting method.

(viii) No audit or other proceeding by any governmental authority is pending or, to the Knowledge of New Core, threatened with respect to any Taxes due from or with respect to New Core, no governmental authority has given written notice of any intention to assert any deficiency or claim for additional Taxes against New Core, no claim in writing has been made by any governmental authority in a jurisdiction where New Core does not file Tax Returns that it is or may be subject to taxation by that jurisdiction, and all deficiencies for Taxes asserted or assessed in writing against New Core have been fully and timely paid, settled or properly accrued in accordance with GAAP applied on a basis consistent with that of preceding taxable periods.

(ix) New Core (A) has not been a member of an affiliated group within the meaning of Section 1504(a) of the Code (or any similar group defined under a similar provision of state, local, or foreign law), and (B) does not have any liability for Taxes of any person under Treasury Regulation § 1.1502-6 or similar provision of state, local, or foreign law, as a transferee or successor, by contract, or otherwise.

(x) New Core has withheld (or will withhold) from its employees, independent contractors, creditors, stockholders and third parties and timely paid to the appropriate governmental authority proper and accurate amounts for all periods ending on or before the Closing Date in compliance with all Tax withholding and remitting provisions of applicable laws and has complied with all Tax information reporting provisions of all applicable laws.

(xi) Shares of New Core Common Stock are not U.S. real property interests within the meaning of Section 897(c) of the Code.

(xii) New Core shall validly elect S corporation status within the meaning of Sections 1361 and 1362 of the Code within twenty (20) days from the date of this Agreement.

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(q) Certain Contracts. Section 5.1(q) of the New Core Disclosure Schedule sets forth a complete and correct list of all Contracts to which New Core is a party or by which it or any of its properties or assets is bound and which are material to New Core’s business. Except as set forth in Section 5.1(q) of the New Core Disclosure Schedule, as of the date hereof, New Core is not a party to or bound by (i) any non-competition agreement or any other Contract that limits or otherwise restricts New Core or any of its affiliates or any successor thereto, or that would, after the Effective Time, to the Knowledge of New Core, limit or restrict the Combined Company or any of its Subsidiaries or any of their respective affiliates or any successor thereto, from engaging or competing in any line of business in any geographic area or (ii) any employee benefit plan, employee contract or any other material Contract, pursuant to which any benefits will arise or be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. All material Contracts of New Core are valid and binding on New Core and in full force and effect except to the extent they have previously expired in accordance with their terms. New Core has no Knowledge of, and has received no notice of, any violation or default under (nor to New Core’s Knowledge does there exist any condition which with the passage of time or the giving of notice would cause such a violation or default under) the provisions of any Contract of New Core.

(r) Employee Benefits.

(i) Section 5.1(r) of the New Core Disclosure Schedule contains a complete and correct list of all existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, severance, welfare and fringe benefit plans; employment, retention, change in control and severance agreements; and all similar practices, policies and arrangements in which any employee or former employee, consultant or former consultant, or director or former director of New Core participates or contributes, or to which any such employees, consultants or directors (or former employees, consultants or directors) of New Core are a party or under which New Core has any present or future liability (the “New Core Plans”). With respect to each New Core Plan, New Core has made available to RDSI a true, correct and complete copy of the following, to the extent applicable: (A) all plan documents, trust agreements, and insurance contracts and other funding vehicles; (B) the three most recent Annual Reports (Form 5500 Series) and accompanying schedules and exhibits, if any; (C) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (D) the three most recent annual financial reports, if any; (E) the three most recent actuarial reports, if any; (F) the most recent determination letter from the IRS, if any; and (G) the annual compliance testing under Sections 401(a) through 416 of the Code for the three most recently completed plan years, if any.

(ii) With respect to each New Core Plan, New Core has complied with, and is now in compliance with, all provisions of ERISA, the Code and all other Applicable Laws and regulations applicable to such New Core Plans and each New Core Plan has been administered in accordance with its terms, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on New Core. Each New Core Plan that is required by ERISA to be funded is fully funded in accordance with reasonable actuarial assumptions, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on New Core.

(iii) New Core has no liability under or obligation to any Multiemployer Plan.

(s) Labor Relations. As of the date of this Agreement, (i) New Core is not a party to any collective bargaining agreement, (ii) no labor organization or group of employees of New Core has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of New Core, threatened to be brought or filed, with the National Labor Relations Board or any other domestic or foreign labor relations tribunal or authority and (iii) there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of New Core, threatened against or involving New Core.

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(t) Insurance. Section 5.1(t) of the New Core Disclosure Schedule lists all of the insurance policies, binders or bonds maintained by New Core and a description of all claims filed by New Core against the insurers of New Core since January 1, 2006. All such insurance policies are in full force and effect, New Core is not in material default thereunder and all claims thereunder have been filed in due and timely fashion.

(u) Liens. No Liens exist on any assets of New Core, except for the following Liens (“Permitted Liens”): (i) Liens expressly set forth in the notes to the New Core Financial Statements as of December 31, 2008, (ii) Liens consisting of zoning or planning restrictions, easements, permits or other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by New Core, (iii) Liens for current taxes, assessments or governmental charges or levies on property not yet due and payable and (iv) Liens granted to RDSI pursuant to the Ancillary Agreements.

(v) Disclosure. The representations and warranties contained in this Section 5.1 do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Section 5.1 not misleading.

5.2 Representations and Warranties of RDSI. Except as set forth in the RDSI Disclosure Schedule delivered by RDSI to New Core prior to the execution of this Agreement (the “RDSI Disclosure Schedule”), each of RDSI and Merger Corp. represents and warrants to New Core as follows:

(a) Organization, Standing and Power. Each of RDSI and Merger Corp. is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. RDSI is a direct wholly-owned subsidiary of Rurban, and Merger Corp. is a direct wholly-owned subsidiary of RDSI. Each of RDSI and Merger Corp. has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Time, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on RDSI. The copies of the articles of incorporation and regulations of RDSI and Merger Corp. which were previously furnished or made available to New Core are true, complete and correct copies of such documents as in effect on the date of this Agreement.

(b) Capital Structure.

(i) The authorized capital stock of RDSI consists solely of 3,000 common shares, without par value (the “RDSI Common Stock”). As of the date of this Agreement, 1,165 shares of RDSI Common Stock were issued and outstanding and no other shares of capital stock of RDSI were issued and outstanding and no shares of RDSI Common Stock were held as treasury shares. As of the date of this Agreement, all issued and outstanding shares of RDSI Common Stock are owned of record and beneficially by Rurban. All issued and outstanding shares of capital stock of RDSI are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of RDSI is entitled to preemptive rights.

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(ii) The authorized capital stock of Merger Corp. consists solely of 1,500 common shares, without par value. As of the date of this Agreement, 100 common shares of Merger Corp. were issued and outstanding and no other shares of capital stock of Merger Corp. were issued or outstanding. As of the date of this Agreement, all issued and outstanding common shares of Merger Corp. are owned of record and beneficially by RDSI. All issued and outstanding shares of capital stock of Merger Corp. are duly authorized, validly issued, fully paid and nonassessable.

(iii) The shares of RDSI Common Stock to be issued as and for the Merger Consideration in exchange for shares of New Core Common Stock in the Merger, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will not be subject to any preemptive rights.

(iv) Except as provided under the terms of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which RDSI or Merger Corp. is a party or is bound obligating RDSI or Merger Corp. to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of RDSI or Merger Corp. or obligating RDSI or Merger Corp. to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of RDSI or Merger Corp. to repurchase, redeem or otherwise acquire any shares of capital stock of RDSI or Merger Corp.

(i) RDSI has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by RDSI and the consummation by RDSI of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of RDSI. Rurban, as the sole shareholder of RDSI, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement and the Ancillary Agreements have been duly executed and delivered by RDSI and constitute valid and binding agreements of RDSI, enforceable against RDSI in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(ii) Merger Corp. has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Merger Corp. and the consummation by Merger Corp. of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Merger Corp. This Agreement has been duly executed and delivered by Merger Corp. and constitutes the valid and binding agreement of Merger Corp., enforceable against Merger Corp. in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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(iii) The execution and delivery by RDSI and Merger Corp. of this Agreement and the Ancillary Agreements do not, and the consummation by RDSI and Merger Corp. of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation pursuant to: (A) any provision of the articles of incorporation or regulations of RDSI or Merger Corp., (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on RDSI or, to the Knowledge of RDSI, the Combined Company following the Merger, subject to obtaining or making the RDSI Necessary Consents (as defined in paragraph (v) below), (I) any Contract to which RDSI or Merger Corp. is a party or by which any of their respective properties or assets are bound, or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to RDSI or Merger Corp. or any of their respective properties or assets.

(iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to RDSI or Merger Corp. in connection with the execution and delivery of this Agreement and the Ancillary Agreements by RDSI and Merger Corp. or the consummation by RDSI and Merger Corp. of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) state securities or “blue sky” laws, (B) the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (C) the OGCL with respect to the filing of the certificate of merger with the Ohio Secretary, (D) the rules and regulations of The NASDAQ Stock Market, (E) the further action of the Board of Directors of Rurban, in its sole discretion, to authorize and approve the Spin-Off, and (F) the consents and/or approvals set forth in Section 5.2(c)(iv) of the RDSI Disclosure Schedule. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as the “RDSI Necessary Consents.”

(v) The Board of Directors of Rurban, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly determined that this Agreement is advisable and in the best interests of Rurban and its shareholders and approved this Agreement and the transactions contemplated hereby. The Board of Directors of RDSI, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly determined that this Agreement is advisable and in the best interests of RDSI and its shareholder and approved this Agreement and the transactions contemplated hereby. The Board of Directors of Merger Corp., by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly determined that this Agreement is advisable and in the best interests of Merger Corp. and its shareholder and approved this Agreement and the transactions contemplated hereby.

(d) Financial Statements.

(i) RDSI has delivered to New Core (A) unaudited financial statements of RDSI for each of the fiscal years ended December 31, 2007 and 2008, consisting of balance sheets and the related statements of income and shareholders’ equity and cash flows for the fiscal years ended on such date, including the footnotes thereto, and (B) unaudited financial statements of RDSI for the interim period ended March 31, 2009, consisting of a balance sheet and the related statement of income (collectively, the “RDSI Financial Statements”). The RDSI Financial Statements fairly present, in all material respects, the financial position and results of operations and cash flows of RDSI as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles (“GAAP”) consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments that have not been and are not expected to be material in amount.

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(ii) Except as disclosed in the RDSI Financial Statements or in Section 5.2(d)(ii) of the RDSI Disclosure Schedule, since December 31, 2008, RDSI has not incurred any liabilities that are of a nature that would be required to be disclosed on a statement of assets and liabilities of RDSI or in the footnotes thereto prepared in conformity with GAAP, other than liabilities incurred in the ordinary course of business or that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on RDSI.

(e) Information Supplied.

(i) None of the information supplied or to be supplied by Rurban or RDSI for inclusion or incorporation by reference in (A) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Exchange Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (B) the Information Statement/Proxy Statement will, on the date it is first mailed to New Core shareholders or at the time of the New Core Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(ii) Notwithstanding the foregoing provisions of this Section 5.2(e), no representation or warranty is made by RDSI with respect to statements made or incorporated by reference in the Registration Statement or the Information Statement/Proxy Statement based on information supplied by New Core for inclusion or incorporation by reference therein, or based on information which is not included or incorporated by reference in such documents but which should have been disclosed pursuant to Section 5.1(e).

(f) Litigation; Compliance with Laws.

(i) Except as set forth in the RDSI Financial Statements, there is no suit, action, proceeding or regulatory investigation pending or, to the Knowledge of RDSI, threatened, against or affecting any of RDSI or any of its properties or assets which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on RDSI, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against RDSI which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on RDSI.

(ii) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on RDSI, RDSI holds all permits, licenses, franchises, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of RDSI (the “RDSI Permits”), and no suspension or cancellation of any of the RDSI Permits is pending or, to the Knowledge of RDSI, threatened, except for suspensions or cancellations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on RDSI. RDSI is in compliance with the terms of the RDSI Permits[, except where the failure so to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on RDSI. RDSI is not in violation of, and RDSI has not received any notices of violations with respect to, any Applicable Laws, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on RDSI.

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(g) Absence of Certain Changes or Events. Except as set forth in the RDSI Financial Statements or in Section 5.2(g) of the RDSI Disclosure Schedule, since December 31, 2008, RDSI has conducted its business only in the ordinary course, consistent with past practice. Since December 31, 2008, there has not been any event, change, circumstance or development which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on RDSI. Since December 31, 2008 through the date of this Agreement, RDSI has not taken any action that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 6.2.

(h) RDSI Intellectual Property. Except as set forth in the RDSI Financial Statements and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on RDSI: (i) RDSI owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual Property used in or necessary for the conduct of RDSI’s business as currently conducted; (ii) to the Knowledge of RDSI, the use of any Intellectual Property by RDSI does not infringe on or otherwise violate the rights of any Person; (iii) the use of Intellectual Property by or on behalf of RDSI is in accordance with any applicable license pursuant to which RDSI acquired the right to use any Intellectual Property; (iv) to the Knowledge of RDSI, no Person is challenging, infringing on or otherwise violating any right of RDSI with respect to any Intellectual Property owned by and/or licensed to RDSI; and (v) RDSI does not have any Knowledge of any pending claim, order or proceeding with respect to any use of Intellectual Property by RDSI and, to the Knowledge of RDSI, no Intellectual Property owned and/or licensed by RDSI is being used or enforced in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property.

(i) Title to Properties. RDSI has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, except where the failure to have such good and valid title, or valid leasehold interest, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on RDSI.

(j) Brokers or Finders. No agent, broker, investment banker, financial advisor or other firm or Person is or will be entitled to any broker’s or finder’s fee or any other similar commission or fee in connection with any of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Rurban, RDSI or Merger Corp., except Austin Associates LLC (the “RDSI Financial Advisor”), and any other agent, broker, investment bank, financial advisor or other firm or Person engaged by Rurban and/or RDSI in connection with the Spin-Off, whose fees and expenses in each case will be paid by Rurban and/or RDSI in accordance with their agreement with such firm.

(k) Certain Contracts. As of the date hereof, RDSI is not a party to or bound by (i) any non-competition agreement or any other Contract that will be binding on RDSI following the Effective Time that limits or otherwise restricts RDSI or any successor, or that would, after the Effective Time, to the Knowledge of RDSI, limit or restrict the Combined Company or any successor, from engaging or competing in any line of business in any geographic area, which agreements or other Contracts, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Combined Company, after giving effect to the Merger or (ii) any employee benefit plan, employee contract or any other material Contract that will be binding on RDSI following the Effective Time, pursuant to which any benefits will arise or be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. All material Contracts of RDSI are valid and binding on RDSI, as applicable, and in full force and effect except to the extent they have previously expired in accordance with their terms or if the failure to be valid, binding and in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on RDSI. RDSI has no Knowledge of, and has received no notice of, any violation or default under (nor to its Knowledge does there exist any condition which with the passage of time or the giving of notice would cause such a violation or default under) the provisions of any Contract of RDSI, except for violations or defaults which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on RDSI.

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(m) Labor Relations. As of the date of this Agreement, (i) RDSI is not a party to any collective bargaining agreement, (ii) no labor organization or group of employees of RDSI has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of RDSI, threatened to be brought or filed, with the National Labor Relations Board or any other domestic or foreign labor relations tribunal or authority and (iii) there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of RDSI, threatened against or involving RDSI.

(n) Disclosure. The representations and warranties contained in this Section 5.2 do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Section 5.2 not misleading.

ARTICLE VI

COVENANTS RELATING TO CONDUCT OF BUSINESS

6.1 Covenants of New Core. During the period from the date of this Agreement and continuing until the Effective Time, New Core agrees that (except as required or otherwise expressly contemplated or permitted by this Agreement or Section 6.1 of the New Core Disclosure Schedule or as required by a Governmental Entity or to the extent that RDSI shall otherwise consent in writing):

(a) Ordinary Course.

(i) New Core shall carry on its business in the ordinary course, in substantially the same manner as heretofore conducted, and shall use all reasonable efforts to preserve intact its present business organizations, keep available the services of its current officers and other key employees and preserve its relationships with customers, suppliers and others having business dealings with New Core.

(ii) Other than in connection with investments permitted by Section 6.1(g), New Core shall not (A) enter into any new material line of business or (B) incur or commit to any capital expenditures or any obligations or liabilities in connection with any capital expenditures other than capital expenditures and obligations or liabilities in connection therewith incurred or committed to in the ordinary course of business consistent with past practice.

(iii) New Core shall use commercially reasonable efforts to continue the development of the New Core Software working towards a full-featured system on or before December 31, 2010 with features and benefits comparable to those offered by major software vendors in New Core’s industry.

(b) Dividends; Changes in Share Capital. New Core shall not (i) declare or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any of its capital stock except for (A) cash dividends in amounts necessary for New Core’s shareholders to pay income Taxes on their allocable shares of the Company’s taxable income for taxable periods (or portions thereof) beginning on or after the date of this Agreement and ending on or prior to the Effective Time and (B) additional cash dividends out of retained earnings which do not exceed, in the aggregate, Fifty Thousand Dollars ($50,000) for any fiscal year; (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

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(c) Issuance of Securities. Except for the issuance of shares of New Core Common Stock upon the exercise of the warrants (and in the amounts) set forth in Section 5.1(b) of the New Core Disclosure Schedule, New Core shall not issue, deliver, sell, pledge or otherwise encumber, or authorize or propose the issuance, delivery, sale, pledge or encumbrance of, any shares of its capital stock of any class or any securities convertible into or exercisable for, or any rights, warrants, calls or options to acquire, any such shares, or enter into any commitment, arrangement, undertaking or agreement with respect to any of the foregoing.

(d) Governing Documents. Except to the extent required to comply with its obligations hereunder or with Applicable Laws, New Core shall not amend or propose to amend its articles of incorporation, bylaws or other governing documents.

(e) No Acquisitions. New Core shall not acquire or agree to acquire by merger or consolidation, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, limited liability entity, joint venture, association or other business organization or division thereof or otherwise acquire or agree to acquire any material assets (excluding the acquisition of assets used in the operations of the business of New Core and in the ordinary course consistent with past practice, which assets do not constitute a business unit, division or all or substantially all of the assets of the transferor).

(f) No Dispositions. New Core shall not sell, lease, license or otherwise encumber or subject to any Lien or otherwise dispose of, or agree to sell, lease, license or otherwise encumber or subject to any Lien or otherwise dispose of, any of its assets other than (i) the license of Software to financial institutions for their own use (and not for re-license to others) pursuant to New Core Contracts, (ii) the sale of equipment in the ordinary course of business which was acquired by New Core for resale within six months, and (iii) the sale of other tangible assets which, in the aggregate, have a book value of not more than Ten Thousand Dollars ($10,000).

(g) Investments; Indebtedness. New Core shall not (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than pursuant to any contract or other legal obligation of New Core as in effect at the date of this Agreement, or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement other than indebtedness incurred (A) to RDSI pursuant to the Subordinated Loan Agreements, (B) in the ordinary course of business which does not exceed Fifty Thousand Dollars ($50,000) in the aggregate, and (C) for the acquisition of equipment in the ordinary course of business which was acquired by New Core for resale within six (6) months.

(h) Tax-Free Qualification. New Core shall not take any action (including any action otherwise permitted by this Section 6.1) that would prevent or impede the Merger from qualifying as a reorganization under Section 368(a)(1)(A) and 368(a)(2)(E) of the Code, and New Core agrees to take such action as may be reasonably required, if such action may be reasonably taken, to reverse the impact of past actions which would adversely impact the ability of the Merger to be characterized as a tax-free reorganization under Section 368(a) (1)(A) and 368(a)(2)(E) of the Code.

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(i) Compensation. Except as required by Applicable Laws or by the terms of any agreement currently in effect between New Core and any director, officer or employee thereof and set forth in Section 5.1(r) of the New Core Disclosure Schedule, New Core shall not (i) increase the amount of compensation or employee benefits of any director, officer or employee of New Core, (ii) pay any pension, retirement, savings or profit-sharing allowance to any director, officer or employee that is not required by any existing plan or agreement, (iii) enter into any Contract with any of its employees regarding his or her employment, compensation or benefits, (iv) adopt or amend or make any commitment to adopt or amend any New Core Plan, (v) make any contribution, other than regularly scheduled contributions, to any New Core Plan, or (vi) grant or issue, or commit to grant or issue, any stock options or other stock-based compensation to any director, officer or employee of New Core.

(j) Accounting Methods; Income Tax Elections; Tax Returns. Except as required by a Governmental Entity or as required to comply with GAAP, New Core shall not make any change in its methods of accounting. New Core shall not (i) change its fiscal year, (ii) make or change any Tax election or settle or compromise any income Tax liability or consent to the extension or waiver of any statute of limitations with respect to Taxes, (iii) file any amended Tax Return, (iv) surrender any right to claim a refund of Taxes, (v) consent to any extension or waiver of the limitation period applicable to any tax claim or assessment relating to New Core, or (vi) take any other action similar to the foregoing relating to the filing of any Tax Return or the payment of any Tax, or offer or agree to do any of the foregoing or surrender its rights to do any of the foregoing. New Core shall (A) prepare and file or cause to be prepared and filed in a timely manner consistent with past practice all Tax Returns that are required to be filed (with extensions) on or before the Closing Date, and (B) pay any Tax shown, or required to be shown, on any such Tax Return.

(k) Certain Contracts and Arrangements. New Core shall not enter into any Contracts or arrangements that limit or otherwise restrict New Core or any successor thereto, or that would, after the Effective Time, limit or restrict the Combined Company or any of its subsidiaries or affiliates, from engaging or competing in any line of business in any geographic area.

(l) Exclusive Rights. New Core shall not enter into any Contracts or arrangements the effect of which would be to grant to a third party (other than RDSI) any exclusive rights with respect to the New Core Software or any other Intellectual Property.

(m) Contract Pricing. Except with the approval of RDSI, New Core shall not enter into any New Core Contract which has a contract term of less than three (3) years or which provides pricing lower than the current pricing offered by New Core as set forth on Section 6.1(m) of the New Core Disclosure Schedule.

(n) Compliance with Ancillary Agreements. New Core shall comply in all respects with all of its obligations under the Ancillary Agreements.

(o) No Related Actions. New Core will not enter into any agreement or commitment to take any of the actions set forth in this Section 6.1.

6.2 Covenants of RDSI and Merger Corp.. During the period from the date of this Agreement and continuing until the Effective Time, RDSI and Merger Corp. agree that (except as required or otherwise expressly contemplated or permitted by this Agreement or Section 6.2 of the RDSI Disclosure Schedule or as required by a Governmental Entity or to the extent that New Core shall otherwise consent in writing):

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(a) Ordinary Course. RDSI shall carry on its business in the ordinary course, in substantially the same manner as heretofore conducted, and shall use all reasonable efforts to preserve intact its present business organizations, keep available the services of its current officers and other key employees and preserve its relationships with customers, suppliers and others having business dealings with RDSI. Merger Corp. shall not engage in any business activity or incur any liabilities or obligations except as necessary to consummate the transactions contemplated by this Agreement.

(b) Dividends; Changes in Share Capital. RDSI shall not, and shall not propose to, declare or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any of its capital stock between the Valuation Date and the Effective Time. Except in connection with the Spin-Off, neither RDSI nor Merger Corp. will prior to the Effective Time, (i) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities of RDSI or Merger Corp., in respect of, in lieu of or in substitution for, shares of its capital stock or (ii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

(c) Issuance of Securities. Except in connection with the Spin-Off, prior to the Effective Time, neither RDSI nor Merger Corp. shall issue, deliver, sell, pledge or otherwise encumber, or authorize or propose the issuance, delivery, sale, pledge or encumbrance of, any shares of RDSI Common Stock or any shares of capital stock of Merger Corp., or any securities convertible into or exercisable for, or any rights, warrants, calls or options to acquire, any such shares, or enter into any commitment, arrangement, undertaking or agreement with respect to any of the foregoing.

(d) Governing Documents. Except to the extent required in connection with the Spin-Off or to comply with its obligations hereunder or with Applicable Laws, neither RDSI nor Merger Corp. shall amend or propose to amend its articles of incorporation or regulations.

(e) Tax-Free Qualification. Neither RDSI nor Merger Corp. shall, and each of RDSI and Merger Corp. shall use its reasonable best efforts not to permit any of its affiliates or Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.2) that would prevent or impede the Merger from being characterized as a tax-free reorganization under Section 368(a)(1)(A) and 368(a)(2)(E) of the Code.

(f) Certain Contracts and Arrangements. Neither RDSI nor Merger Corp. shall enter into any Contracts or arrangements that will bind RDSI, Merger Corp. or any of their respective successors after the Effective Time and that limit or otherwise restrict RDSI, Merger Corp. or any of their respective successors, or that would, after the Effective Time, limit or restrict the Combined Company or any of its Subsidiaries or any of their respective affiliates or any successor thereto, from engaging or competing in any line of business in any geographic area, which agreements or arrangements, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Combined Company and its Subsidiaries following the Merger.

(g) No Related Actions. Neither RDSI nor Merger Corp. will enter into any agreement or commitment to take any of the actions set forth in this Section 6.2.

6.3 Control of Other Party’s Business. Nothing contained in this Agreement shall give RDSI or Merger Corp., directly or indirectly, the right to control or direct New Core’s operations prior to the Effective Time. Nothing contained in this Agreement shall give New Core, directly or indirectly, the right to control or direct the operations of RDSI or Merger Corp. prior to the Effective Time. Prior to the Effective Time, each of RDSI, Merger Corp. and New Core shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective businesses and operations.

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ARTICLE VII

ADDITIONAL AGREEMENTS

7.1 Preparation of Registration Statement and Information Statement/Proxy Statement; Required New Core Vote.

(a) Subject to the prior approval of the Board of Directors of Rurban, RDSI shall prepare and file with the SEC a registration statement to register the RDSI Common Stock under the Exchange Act (including all amendments and supplements thereto, the “Registration Statement”), and shall use its reasonable efforts to cause the Registration Statement to become effective under the Exchange Act. The Registration Statement shall include as an exhibit thereto the joint information statement/proxy statement to be delivered to Rurban shareholders in connection with the Spin-Off and to New Core shareholders in connection with the Merger (including all amendments and supplements thereto, the “Information Statement/Proxy Statement”). New Core shall furnish to RDSI all information concerning New Core as is required by the SEC in connection with the preparation of the Information Statement/Proxy Statement and the Registration Statement. The parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Information Statement/Proxy Statement and the Registration Statement, and advise one another of any oral comments received from the SEC with respect to the Information Statement/Proxy Statement and the Registration Statement. The parties shall cooperate in preparing and filing with the SEC any necessary amendment or supplement to the Information Statement/Proxy Statement or the Registration Statement. Each of RDSI and New Core will use its reasonable efforts to cause the Information Statement/Proxy Statement to be mailed to its shareholders promptly after the Registration Statement becomes effective under the Exchange Act. The Information Statement/Proxy Statement and the Registration Statement shall comply as to form in all material respects with the applicable rules and regulations promulgated by the SEC.

(b) New Core shall use its reasonable efforts to obtain the Required New Core Vote to approve and adopt this Agreement and the Merger in compliance with the FBCA as soon as practicable following the delivery of the Information Statement/Proxy Statement to the New Core shareholders in accordance with Section 7.1(a) by either (i) delivering requests for written consents from the New Core shareholders in compliance with the FBCA (the “New Core Written Consents”) and by delivering any and all notices to the New Core shareholders, and taking any and all other actions, required under the FBCA in connection with the solicitation of such New Core Written Consents, or (ii) by duly calling and holding a meeting of the New Core shareholders (the “New Core Shareholders Meeting”) and submitting for a vote by the New Core shareholders the approval and adoption of this Agreement and the Merger.

(c) If, at any time after the mailing of the definitive Information Statement/Proxy Statement, any event should occur that results in the Information Statement/Proxy Statement or the Registration Statement containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or that otherwise should be described in an amendment or supplement to the Information Statement/Proxy Statement or the Registration Statement, the parties shall promptly notify the other parties of the occurrence of such event and then promptly prepare, file and clear with the SEC such amendment or supplement and, if required, each of Rurban and New Core shall mail to its shareholders each such amendment or supplement.

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(d) RDSI and New Core expect that the shares of RDSI Common Stock to be issued to New Core shareholders in the Merger will be issued in reliance upon exemptions from registration under the federal securities laws and under the securities laws of various states. RDSI shall, at RDSI’s sole cost and expense, use its reasonable efforts to take or cause to be taken all such actions as may be necessary or appropriate for the issuance of the shares of RDSI Common Stock to qualify for such exemptions from registration, including, without limitation, preparing and filing any required forms, notices or other documents with the SEC and/or applicable state securities authorities. New Core shall cooperate with RDSI in connection with any such filings and shall use its reasonable efforts to take any actions reasonably requested by RDSI in connection with RDSI’s reliance on the exemptions from registration as contemplated by this Section 7.1(d).

(e) Notwithstanding anything herein to the contrary, if RDSI determines at any time following approval by the Board of Directors of Rurban to proceed with the Spin-Off (or to proceed with appropriate securities law filings related to the Spin-Off and/or the Merger) that registration under the Securities Act of the issuance of the shares of RDSI Common Stock in the Merger is necessary or appropriate, whether because of the unavailability of exemptions from registration thereunder or otherwise, RDSI shall prepare and file with the SEC a registration statement under the Securities Act and use its reasonable efforts to have such registration declared effective under the Securities Act promptly after such filing and to keep such registration statement effective so long as is necessary to consummate the transactions contemplated by this Agreement. New Core shall furnish to RDSI all information concerning New Core as is required by the SEC in connection with the preparation of such registration statement and shall cooperate with RDSI in connection with the filing of any such registration statement, including any amendment or supplement thereto and any responses to comments received from the SEC with respect thereto.

7.2 Access to Information. Upon reasonable notice, each of RDSI and New Core shall afford to the officers, employees, accountants, counsel, financial advisors and other representatives of the other reasonable access during normal business hours, during the period prior to the Effective Time, to all its books, records, properties, plants and personnel and, during such period, such party shall furnish promptly to the other party all information concerning it and its business, properties and personnel as such other party may reasonably request including, without limitation, information regarding such party’s sales pipeline, software and hardware installation and development issues, product development priorities, litigation and regulatory issues; provided, however, that either party may restrict the foregoing access to the extent that (i) any Applicable Laws or Contract requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or (ii) the information is subject to confidentiality obligations to a third party. The parties will hold any such information obtained pursuant to this Section 7.2 in confidence in accordance with, and will otherwise be subject to, the provisions of the Confidentiality Agreement dated November 5, 2008 between RDSI and New Core (as it may be amended or supplemented, the “Confidentiality Agreement”). Any investigation by either New Core or RDSI shall not affect the representations and warranties contained herein or the conditions to the respective obligations of the parties to consummate the Merger.

7.3 Delivery of Information. During the period prior to the Effective Time:

(a) As soon as available, but in any event on or before September 1, 2009, New Core shall deliver to RDSI the audited financial statements of New Core for the fiscal year ended December 31, 2008, consisting of a balance sheet and the related statements of income, stockholders’ equity and cash flows for such fiscal year, together with the unqualified report of New Core’s independent registered accounting firm with respect thereto.

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(b) New Core shall deliver to RDSI, within fifteen (15) calendar days following the end of each calendar month or quarter, as applicable, the monthly and quarterly unaudited financial statements of New Core, consisting of balance sheets and the related statements of income and cash flows for such periods. New Core shall deliver to RDSI, within seventy-five (75) calendar days following the end of each fiscal year, beginning with fiscal year 2009, the audited financial statements of New Core, consisting of a balance sheet and the related statements of income, stockholders’ equity and cash flows for such fiscal year, together with the unqualified report of New Core’s independent registered accounting firm with respect thereto.

(c) RDSI shall deliver to New Core, within fifteen (15) calendar days following the end of each calendar month or quarter, as applicable, the monthly and quarterly unaudited financial statements of RDSI, consisting of balance sheets and the related statements of income and cash flows for such periods. RDSI shall deliver to New Core, within seventy-five (75) calendar days following the end of each fiscal year, the audited financial statements of RDSI, consisting of a balance sheet and the related statements of income, stockholders’ equity and cash flows for such fiscal year, together with the unqualified report of RDSI’s independent registered accounting firm with respect thereto.

(d) The parties will hold any financial statements or other information obtained pursuant to this Section 7.3 in confidence in accordance with, and will otherwise be subject to, the provisions of the Confidentiality Agreement.

7.4 Reasonable Best Efforts. Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing or causing to be done, all things necessary, proper or advisable under this Agreement and Applicable Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) taking all reasonable actions to cause the conditions set forth in Article VIII to be satisfied as promptly as reasonably practicable; (ii) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions and filings and to obtain as promptly as practicable all New Core Necessary Consents and RDSI Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the “Required Approvals”) and (iii) taking all reasonable steps as may be necessary to obtain all Required Approvals. Notwithstanding the foregoing, nothing in this Section 7.4 shall require Rurban to effect the Spin-Off except as, and pursuant to such terms, determined by the Rurban Board of Directors in its sole discretion.

7.5 Acquisition Proposals.

(a) Without limiting New Core’s other obligations under this Agreement (including under Article VI hereof), New Core agrees that from and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article X, it shall not, and it shall use its reasonable best efforts to cause its officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by it) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, any New Core Acquisition Proposal (as defined below), (ii) have any discussions with or provide any confidential information or data to any Person relating to any New Core Acquisition Proposal, or engage in any negotiations concerning any New Core Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement any New Core Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any New Core Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any New Core Acquisition Proposal.

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(b) For purposes of this Agreement, “New Core Acquisition Proposal” means any inquiry, proposal or offer from any Person with respect to (A) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving New Core, (B) any purchase or sale or other disposition of assets (including stock of its Subsidiaries) of New Core except as permitted under Section 6.1(f) of this Agreement, or (C) any purchase or sale of, or tender or exchange offer for, or similar transaction with respect to, the equity securities of New Core that, if consummated, would result in any Person (or the shareholders of such Person) beneficially owning securities representing 20% or more of the total voting power of New Core (or of the surviving parent entity in such transaction), including in the case of each of clauses (A) through (C), any single or multi-step transaction or series of related transactions (other than a proposal or offer made by RDSI, Merger Corp., Rurban or a Subsidiary thereof).

7.6 Employee Benefits Matters. Prior to the Effective Time, or as soon as reasonably practicable thereafter, RDSI and New Core shall cooperate in reviewing, evaluating and analyzing the benefit plans of RDSI with a view towards providing appropriate benefit plans for the employees of the Combined Company. It is the intention of RDSI and New Core, to the extent permitted by Applicable Laws, to develop new benefit plans prior to the Effective Time or as soon as reasonably practicable after the Effective Time which, among other things, (i) treat similarly situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities and (ii) do not discriminate between employees of the Combined Company who were covered by RDSI’s employee benefit plans, on the one hand, and those covered by New Core Plans, on the other, at the Effective Time. Nothing in this Section 7.6 shall be interpreted as preventing the Combined Company from amending, modifying or terminating any RDSI employee benefit plan or any New Core Plan or other contract, arrangement, commitment or understanding, in accordance with its terms and Applicable Laws.

7.7 Public Announcements. RDSI, Merger Corp. and New Core (and each of their respective affiliates and Subsidiaries) shall consult with each other before issuing, and provide each other the opportunity to review, comment upon and concur with, and use all reasonable efforts to agree on any press release or public statement with respect to this Agreement and the transactions contemplated hereby, including the Merger, and shall not issue any press release or make any public statement prior to such consultation and (to the extent practicable) agreement, except as may be required by Applicable Laws or any listing agreement with The NASDAQ Stock Market or any other applicable national securities exchange.

7.8 Listing of Shares of RDSI Common Stock. RDSI shall, at its sole cost and expense, use commercially reasonable efforts to cause the shares of RDSI Common Stock, including the shares of RDSI Common Stock to be issued in the Merger, to be approved for listing on The NASDAQ Stock Market as soon as practicable following the Effective Time, subject to RDSI’s satisfaction of the applicable listing requirements of The NASDAQ Stock Market.

7.9 Takeover Statutes. If any “fair price”, “moratorium”, “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of RDSI, Merger Corp. and New Core and their respective Boards of Directors shall use all reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

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7.10 Accounting Matters. New Core shall use reasonable best efforts to cause to be delivered to Rurban, upon Rurban’s request, one or more letters from New Core’s independent public accountants in form and substance reasonably satisfactory to Rurban and reasonably customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

7.11 Advice of Changes. Each of RDSI and New Core shall as promptly as reasonably practicable after becoming aware thereof advise the others of (a) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (b) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or (c) any change or event (i) having, or which would, individually or in the aggregate, reasonably be expected to have, in the case of New Core, a Material Adverse Effect on New Core and, in the case of RDSI, a Material Adverse Effect on RDSI, or (ii) which has resulted, or which, insofar as can reasonably be foreseen, would result, in any of the conditions set forth in Article VIII not being satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

7.12 RDSI Board of Directors. RDSI shall, subject to the requirements of Applicable Laws, take all actions necessary to cause John Aranowicz to be appointed or elected as a director of RDSI at the Effective Time to serve for a term ending at the next annual meeting of shareholders of RDSI (or such longer term of the class of directors to which Mr. Aranowicz is appointed or elected, if the RDSI articles of incorporation or regulations provide for a classified board of directors with staggered terms).

7.13 Internal Controls. New Core will use its reasonable best efforts to take, or cause to be taken, such actions reasonably requested by RDSI to enable the Combined Company, following the Effective Time, to have established and to maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparations of financial statements for external purposes in accordance with GAAP.

7.14 Preparation of Final S Corporation Tax Returns. After the Closing Date and within the time period required by applicable law, the Shareholders’ Representative shall cause to be prepared, at the cost and expense of the shareholders of New Core, the final S corporation Tax Returns for New Core and all other documents related to such Tax Returns required by applicable law. The Shareholders’ Representative shall provide a copy of such Tax Returns and other documents to RDSI for its review and approval at least 30 days prior to the date such Tax Returns and other documents are required to be filed with the applicable governmental entity. Upon such approval, RDSI and the Shareholders’ Representative shall cause New Core thereafter to file such Tax Returns and other documents as required by applicable law. The Holdback Escrow Agreement described in Section 9.4 will require the Shareholders’ Representative to satisfy its obligations as set forth in this Section 7.14.

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ARTICLE VIII

CONDITIONS PRECEDENT

8.1 Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of RDSI and New Core to effect the Merger are subject to the satisfaction or waiver prior to the Effective Time of the following conditions:

(a) Shareholder Approval. New Core shall have obtained the Required New Core Vote.

(b) No Injunctions or Restraints, Illegality. No Applicable Laws shall have been adopted, promulgated or enforced by any Governmental Entity, and no temporary restraining order, preliminary or permanent injunction or other order issued by a court or other Governmental Entity of competent jurisdiction (an “Injunction”) shall be in effect, having the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger.

(c) No Pending Governmental Actions. No proceeding initiated by any Governmental Entity seeking, and which is reasonably likely to result in the granting of, an Injunction shall be pending.

(d) Governmental and Regulatory Approvals. All consents, approvals, orders or authorizations of, actions of, filings and registrations with and notices to any Governmental Entity required of New Core, RDSI, Merger Corp., Rurban or any of their Subsidiaries to consummate the Merger and the other transactions contemplated hereby, the failure of which to be obtained or taken would reasonably be expected to have a Material Adverse Effect on the Combined Company after giving effect to the Merger shall have been obtained and shall be in full force and effect.

(e) [Intentionally Omitted.]

(f) Effectiveness of the Registration Statement. (i) The Registration Statement shall have become effective under the Exchange Act, and (ii) any registration statement filed with the SEC pursuant to Section 7.1(e) shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of such registration statement shall then be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC.

(g) Pre-Merger Transactions. The Spin-Off shall have been completed on such terms as the Board of Directors of Rurban shall have determined in its sole discretion.

8.2 Additional Conditions to Obligations of New Core. The obligation of New Core to effect the Merger is subject to the satisfaction or waiver by New Core prior to the Effective Time of the following additional conditions:

(a) Representations and Warranties. Each of the representations and warranties of RDSI set forth in this Agreement shall be true and correct (without giving effect to any qualification or limitation as to materiality or Material Adverse Effect set forth therein), in each case as of the date of this Agreement and (except to the extent that such representations and warranties speak solely as of another date) as of the Closing Date as though made on and as of the Closing Date, except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on RDSI, and New Core shall have received a certificate of RDSI executed by an executive officer of RDSI to such effect.

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(b) Performance of Obligations of RDSI. RDSI shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date, and New Core shall have received a certificate of RDSI executed by an executive officer of RDSI to such effect.

(c) No Material Adverse Effect on RDSI. From the date of this Agreement, there shall not have occurred any event, circumstance or development that has had or could reasonably be expected to have a Material Adverse Effect on RDSI.

(d) No Breach of Ancillary Agreements by RDSI. There shall be no continuing, uncured breach by RDSI of any of the Ancillary Agreements.

8.3 Additional Conditions to Obligations of RDSI. The obligation of RDSI to effect the Merger is subject to the satisfaction or waiver by RDSI prior to the Effective Time of the following additional conditions:

(a) Representations and Warranties. Each of the representations and warranties of New Core set forth in this Agreement shall be true and correct (without giving effect to any qualification or limitation as to materiality or Material Adverse Effect set forth therein), in each case as of the date of this Agreement and (except to the extent that such representations and warranties speak solely as of another date) as of the Closing Date as though made on and as of the Closing Date, except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on New Core, and RDSI shall have received a certificate of New Core executed by an executive officer of New Core to such effect.

(b) Performance of Obligations of New Core. New Core shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date, and RDSI shall have received a certificate of New Core executed by an executive officer of New Core to such effect.

(c) Exercise or Cancellation of Warrants. All warrants to purchase New Core Common Stock shall have been exercised in full in accordance with their terms or otherwise cancelled and terminated, and no such warrants (or any rights of any holders with respect thereto) shall be outstanding.

(d) No Material Adverse Effect on New Core. From the date of this Agreement, there shall not have occurred any event, circumstance or development that has had or could reasonably be expected to have a Material Adverse Effect on New Core.

(e) New Core Contracts. New Core shall have entered into New Core Contracts with at least ten (10) financial institutions and shall have at least three (3) Converted Contracts.

(f) No Breach of Ancillary Agreements by New Core. There shall be no continuing, uncured breach by New Core of any of the Ancillary Agreements.

(g) FIRPTA Certificate. New Core shall have delivered to RDSI at or prior to the Closing Date a properly executed statement of New Core satisfying the requirements of Treasury Regulations Section 1.1445-2(c)(3) in a form reasonably acceptable to RDSI, stating that New Core is not, and has not been during the applicable period specified in Section 897(c)(1)(a) of the Code, a United States real property holding corporation, as defined in Section 897(c)(2) of the Code.

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(h) Appraisal Rights. The holders of not more than five percent (5%) of the outstanding shares of New Core Common Stock shall have perfected their appraisal rights under the Appraisal Statute in connection with the transactions contemplated by this Agreement.

ARTICLE IX

INDEMNIFICATION

9.1 Survival of Representations and Warranties. All representations, warranties, covenants and agreements of New Core, RDSI and Merger Corp. set forth in this Agreement, and the remedies with respect thereto, shall survive the Effective Time; provided, however, (a) that any claim for indemnification relating to the breach by New Core of any of its representations and warranties contained in this Agreement may be made by RDSI only if RDSI shall notify New Core or, if after the Effective Time, the Shareholders’ Representative, on or before the later of (i) June 30, 2011 and (ii) the expiration of the twelve (12) months after the Effective Time (such date, the “Survival Period”), and (b) that any claim for indemnification relating to the breach by RDSI or Merger Corp. of any of their respective representations contained in this Agreement may be made by New Core (or the Shareholders' Representative after the Effective Time) only if New Core (or the Shareholders' Representative after the Effective Time) shall notify RDSI and Merger Corp. on or before the expiration of the Survival Period.

9.2 Indemnification and Payment of Damages by New Core and RDSI.

(a) New Core will indemnify and hold harmless RDSI, Merger Corp., the Surviving Corporation and their respective successors and assigns (collectively, the “RDSI Indemnified Persons”) for, and will pay to the RDSI Indemnified Persons, the amount of any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees) or Tax, whether or not involving a third-party claim (collectively, “Damages”), proximately caused by:

(i) any breach of any representation or warranty made by New Core in this Agreement or in any other instrument, certificate or document delivered by New Core pursuant to this Agreement; or

(ii) any breach by New Core of any covenant or obligation of New Core in this Agreement or in any other instrument, certificate or document delivered by New Core pursuant to this Agreement.

No claims upon the Holdback Fund may be asserted under this Article IX, unless and until such claims, either individually or in the aggregate, exceed Two Hundred Thousand Dollars ($200,000) ("Threshold Amount"); provided however, if such Threshold Amount is exceeded, New Core may be subject to liability for the entirety of any such claim or claims up to the maximum limits set forth below.

The remedies provided in this Section 9.2(a) will not be exclusive of or limit any other remedies that may be available to RDSI Indemnified Persons. The liability of New Core under this Section 9.2(a) shall be limited to: (i) prior to the Effective Time (including if the Merger is not consummated), the amount of Twenty-Five Million Dollars ($25,000,000), and (ii) on and after the Effective Time, the total amount of the Holdback Shares, provided, however, that nothing in this Agreement shall limit the liability in amount or otherwise with respect to any claim of fraud or intentional breach of this Agreement.

(b) RDSI will indemnify and hold harmless New Core, the Surviving Corporation, the Shareholders’ Representative on behalf and for the benefit of the New Core Holders (with respect to claims made hereunder subsequent to the Effective Time) and their respective successors and assigns (collectively, the “New Core Indemnified Persons”) for, and will pay to the New Core Indemnified Persons, the amount of any Damages, proximately caused by:

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(i) any breach of any representation or warranty made by RDSI or Merger Corp. in this Agreement or in any other instrument, certificate or document delivered by RDSI or Merger Corp. pursuant to this Agreement; or

(ii) any breach by RDSI or Merger Corp. of any covenant or obligation of RDSI or Merger Corp. in this Agreement or in any other instrument, certificate or document delivered by RDSI or Merger Corp. pursuant to this Agreement.

No claims against RDSI or Merger Corp. may be asserted under this Article IX, unless and until such claims, either individually or in the aggregate, exceed the Threshold Amount; provided however, if such Threshold Amount is exceeded, RDSI or Merger Corp. may be subject to liability for the entirety of any such claim or claims up to the maximum limits set forth below.

The remedies provided in this Section 9.2(b) will not be exclusive of or limit any other remedies that may be available to the New Core Indemnified Persons, including but not limited to the payments provided in Section 10.2(b). The liability of RDSI or Merger Corp. under this Section 9.2(b) shall be limited to: (i) prior to the Effective Time (including if the Merger is not consummated), the amount of Twenty-Five Million Dollars ($25,000,000), and (ii) on and after the Effective Time, the amount of One Million Dollars ($1,000,000) of the Holdback Shares, provided, however, that nothing in this Agreement shall limit the liability in amount or otherwise with respect to any claim of fraud or intentional breach of this Agreement.

9.3 Holdback Shares.

(a) Definitions.

(i) “Additional Holdback Shares” means any dividends paid in shares of RDSI Common Stock declared with respect to the Holdback Shares.

(ii) “Holdback Fund” means the Holdback Shares and any Additional Holdback Shares relating thereto, held by RDSI and governed by the terms set forth herein.

(iii) “Officer’s Certificate” refers to a certificate signed by any officer of RDSI with respect to the indemnification obligations of New Core containing the information described in Section 9.3(g).

(b) Holdback Shares. The Holdback Shares shall be registered in the name of the Shareholders’ Representative and shall be delivered to and held by the Holdback Agent in accordance with the terms set forth herein and the terms of the Holdback Escrow Agreement (as defined in Section 9.4). In the event RDSI issues any Additional Holdback Shares, such shares will be issued in the name of the Shareholders’ Representative and delivered to and held by the Holdback Agent in the Holdback Fund in the same manner as the Holdback Shares.

(c) Payment of Dividends; Voting. Except for Additional Holdback Shares, which shall be treated the same as Holdback Shares and held by the Holdback Agent in the Holdback Fund, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Holdback Shares or any Additional Holdback Shares will be delivered to the Shareholders’ Representative on behalf of the New Core Holders. The New Core Holders shall be entitled to designate, through the Shareholders’ Representative, how all shares of RDSI Common Stock in the Holdback Fund will be voted on any matters to come before the shareholders of RDSI.

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(d) Assignability. No Holdback Shares or Additional Holdback Shares or any beneficial interest therein may be pledged, sold, assigned or transferred, including by operation of law, by any New Core Shareholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such shareholder, prior to the delivery to such New Core Holder of his pro rata portion of the Holdback Fund by the Holdback Representative as provided herein.

(f) Distribution of Holdback Shares. Within ten (10) Business Days following the expiration of the Survival Period (the “Release Date”), the Holdback Agent shall release from the Holdback Fund the Holdback Shares and Additional Holdback Shares, less (i) the number of shares of RDSI Common Stock delivered to RDSI in accordance with Section 9.3(h) and (i) hereof in satisfaction of claims for Damages, and (ii) the number of shares RDSI Common Stock with a value (as determined pursuant to Section 9.3(g)) equal to the amount of Damages set forth in any Officer’s Certificate with respect to any pending but unresolved claims for Damages. Any shares of RDSI Common Stock held in the Holdback Fund as a result of clause (i) shall be released to the Shareholders’ Representative or RDSI (as appropriate) promptly upon resolution of each specific claim for Damages in accordance with Sections 9.3(h) and (i) hereof. Shares of RDSI Common Stock released from the Holdback Fund pursuant to this Section 9.3(f) shall be released to the Shareholders’ Representative for distribution to the New Core Holders. Each New Core Holder shall be entitled to receive the same percentage of such shares that such holder’s shares of New Core Common Stock bear to the total number of issued and outstanding shares of New Core Common Stock immediately prior to the Effective Time. In lieu of any fraction of a share of RDSI Common Stock to which a New Core Holder would otherwise be entitled, such holder will receive from RDSI an amount of cash equal to the product of such fraction multiplied by the Average Closing Price (as defined below) and such fraction of a share shall be returned to and/or cancelled by RDSI.

(g) Claims Upon Holdback Fund. If RDSI (on behalf of an RDSI Indemnified Person) asserts a claim upon the Holdback Fund by delivering to the Holdback Agent and the Shareholders’ Representative on or before the expiration of the Survival Period an Officer’s Certificate stating that, with respect to the indemnification obligations of New Core set forth in Section 9.2, Damages exist or are expected to exist and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, or is reasonably expected to be paid, accrue or arise, and the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related, the Holdback Agent shall retain in the Holdback Fund, subject to the provisions of Sections 9.3(h) and (i), shares of RDSI Common Stock held in the Holdback Fund having a value equal to such Damages. For the purpose of compensating an RDSI Indemnified Person for its Damages pursuant to this Agreement, the shares of Common Stock in the Holdback Fund shall be valued at the average of (a) the average closing price of a share of RDSI Common Stock over the twenty (20) trading days immediately preceding the date of the release of the shares in payment of a claim hereunder (the “Average Closing Price”).

(h) Objection to Claims. Unless the Shareholders’ Representative shall notify the Holdback Agent and RDSI in writing within fifteen (15) days of delivery of an Officer’s Certificate that the Shareholders’ Representative objects to any claim or claims for Damages set forth therein, which notice shall include a reasonable explanation of the basis for such objection, upon the expiration of such fifteen (15) day period the Holdback Agent shall deliver to RDSI for cancellation a number of shares of Common Stock held in the Holdback Fund with a value equal to the Damages claimed in such Officer’s Certificate. If the Shareholders’ Representative shall timely notify the Holdback Agent and RDSI in writing that it objects to any claim or claims for Damages made in an Officer’s Certificate, RDSI shall have fifteen (15) days from receipt of such notice to respond in a written statement to the objection of the Shareholders’ Representative. If after such fifteen (15) day period there remains a dispute as to any claims set forth in such Officer’s Certificate, the Shareholders’ Representative and RDSI shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders’ Representative and RDSI should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Holdback Agent shall be entitled to rely on any such memorandum and distribute shares of RDSI Common Stock from the Holdback Fund in accordance with the terms thereof.

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(i) Resolution of Conflicts and Arbitration. If no agreement can be reached after good faith negotiation between the parties pursuant to Sections 9.3(g) or (h), either RDSI or the Shareholders’ Representative may, by written notice to the other, demand arbitration of the matter unless the amount of the Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by one arbitrator. RDSI and the Shareholders’ Representative shall agree on the arbitrator, provided that if RDSI and the Shareholders’ Representative cannot agree on such arbitrator, either RDSI or Shareholders’ Representative can request that Judicial Arbitration and Mediation Services select the arbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Officer’s Certificate shall be binding and conclusive on all parties, and notwithstanding anything in to the contrary in this Section 9.3, the Holdback Agent shall be entitled to act in accordance with such decision and distribute shares of RDSI Common Stock from the Holdback Fund in accordance with the terms thereof. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Toledo, Ohio under the commercial rules then in effect of the American Arbitration Association.

9.4 Escrow Agreement. Prior to the Effective Time, RDSI, New Core and each of the shareholders and warrantholders of New Core shall enter into an escrow agreement (the “Holdback Escrow Agreement”) with a third-party escrow agent mutually agreed upon by RDSI and New Core (the “Holdback Agent”), which Holdback Escrow Agreement shall provide for the Holdback Agent to serve as Holdback Agent as set forth herein and shall contain terms and conditions consistent with the provisions of Section 9.3.

ARTICLE X

TERMINATION AND AMENDMENT

10.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by action taken or authorized by the Board of Directors of the terminating party or parties, pursuant to the following:

(a) by mutual written consent of RDSI and New Core;

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(b) by either RDSI or New Core if the Effective Time shall not have occurred on or before December 31, 2010, or such later date as the parties may agree by mutual written agreement (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any party whose failure to fulfill in any material respect any obligation under this Agreement (including such party’s obligations set forth in Section 7.4) has been the cause of, or resulted in, the failure of the Effective Time to occur on or before the Termination Date;

(c) by either RDSI or New Core if any Governmental Entity (i) shall have issued an order, decree or ruling or taken any other action (which such party shall have used its reasonable best efforts to resist, resolve or lift, as applicable, in accordance with Section 7.4) permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable or (ii) shall have failed to issue an order, decree or ruling, or to take any other action, necessary to fulfill any conditions set forth in subsections 8.1(d) and (e), and the failure to issue such order, decree, ruling or take such action shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 10.1(c) shall not be available to any party whose failure to comply with Section 7.4 has been the cause of, or resulted in, such action or inaction;

(d) by RDSI, if New Core shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, such that the conditions set forth in Section 8.3(a) or Section 8.3(b) are not capable of being satisfied on or before the Termination Date;

(e) by New Core, if RDSI shall have breached or failed to perform any of their respective representations, warranties, covenants or other agreements contained in this Agreement, such that the conditions set forth in Section 8.2(a) or Section 8.2(b) are not capable of being satisfied on or before the Termination Date;

(f) by RDSI if New Core shall have breached any of its obligations under the Ancillary Agreements and such breach has not been cured within thirty (30) days following New Core’s receipt of written notice from RDSI of such breach;

(g) by New Core if RDSI shall have breached any of its obligations under the Ancillary Agreements and such breach has not been cured within thirty (30) days following RDSI’s receipt of written notice from New Core of such breach; or

(h) by New Core or RDSI, if any of the following transactions shall have occurred with respect to RDSI (any such transaction being referred to herein as an “RDSI Sale”): (a) the sale by Rurban of a majority of the voting securities of RDSI other than by Rurban to its Subsidiaries and other than to Rurban’s shareholders in connection with the Spin-Off; (b) the sale of all or substantially all of the assets of RDSI; or (c) the merger or consolidation of RDSI with any other Person where RDSI is not the resulting or surviving entity of such merger or consolidation, except where Rurban is the holder of at least 80% of the voting securities of the resulting or surviving entity.

10.2 Effect of Termination.

(a) In the event of termination of this Agreement by either RDSI or New Core as provided in Section 10.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of New Core or RDSI or their respective officers or directors under this Agreement, except that (i) the provisions of Sections 6.3 and 7.7, this Section 10.2 and Articles IX and XI shall survive such termination, and (ii) notwithstanding anything to the contrary contained in this Agreement, neither New Core nor RDSI shall be relieved or released from any liability for any breach of this Agreement giving rise to such termination.

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(b) If this Agreement is terminated by New Core pursuant to Section 10.1(b) as a result of the failure of Rurban or RDSI to complete the Spin-Off, or to prepare and file the Registration Statement as prescribed in Article VII (unless such failure is proximately caused by New Core’s failure to provide the required information in connection therewith) on or before the Termination Date, or pursuant to Section 10.1(h) as a result of an RDSI Sale, RDSI shall pay to New Core in immediately available funds the sum of $500,000 within ten (10) days following such termination. It is the intent of the parties that the Threshold Amount referenced in Section 9.2 above shall have no application or affect upon this Section 10.2(b).

10.3 Amendment. This Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with this Agreement and the Merger by the shareholders of New Core, but, after any such approval, no amendment shall be made which by law requires further approval by such shareholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

10.4 Extension; Waiver. At any time prior to the Effective Time, the parties hereto, by action taken or authorized by their respective Boards of Directors, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties of other parties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions of other parties contained herein or in any document delivered pursuant hereto. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

ARTICLE XI

GENERAL PROVISIONS

11.1 Expenses. Each party hereto will bear all expenses incurred by it in connection with this Agreement and the transactions contemplated hereby, including all expenses and fees of such party’s attorneys, accountants and financial advisors.

11.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, (b) upon confirmation of receipt if delivered by telecopy or telefacsimile, (c) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service, or (d) on the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a)

if to RDSI to:

Rurbanc Data Systems, Inc.

7622 State Route 66 N

Defiance, Ohio 43512

Fax: (419) 782-6393

Attention: Kenneth A. Joyce

Chief Executive Officer

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with a copy to:

Vorys, Sater, Seymour and Pease LLP

52 East Gay Street

Columbus, Ohio 43215

Fax: (614) 464-6350

Attention: Charles S. DeRousie

(b)

if to New Core to:

New Core Holdings, Inc.

720 Gooseneck Drive

Lititz, Pennsylvania 17543

Fax: (888) 838-9034

Attention: John Aranowicz

President

with a copy to:

Chapman, Chapman, & Chapman, P.A.

1920 Golf Street

Sarasota, Florida 34236

Fax: (941) 366-1601

11.3 Interpretation. When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of or Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

11.4 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that the parties need not sign the same counterpart.

11.5 Entire Agreement; No Third Party Beneficiaries.

(a) This Agreement, the Confidentiality Agreement, the Ancillary Agreements and the exhibits and schedules hereto and thereto and the other agreements and instruments of the parties delivered in connection herewith and therewith constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.

(b) This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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11.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to choice of law principles thereof (except to the extent mandatory provisions of Florida law are applicable, including without limitation, provisions governing the appraisal rights of shareholders of Florida corporations).

11.7 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

11.8 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other parties, and any attempt to make any such assignment without such consent shall be null and void.

11.9 Submission to Jurisdiction; Waivers. Each of New Core and RDSI irrevocably agrees that any legal action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns may be brought and determined in any federal or state court located in the State of Ohio, and each of New Core and RDSI hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of New Core and RDSI hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by Applicable Laws, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

11.10 Specific Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties shall be entitled to specific performance of the terms hereof, this being in addition to any other remedy to which they are entitled at law or in equity.

11.11 Definitions. As used in this Agreement:

(a) “affiliate” means (except as specifically otherwise defined), as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

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(b) “Ancillary Software” means, collectively, collectively, other than the New Core Software and Consumer Software, all software used in New Core’s business or offered or licensed to New Core customers and as further described in Section 11.11(u) of the New Core Disclosure Schedule, and all remedies against infringements and rights to protection of interests therein under the laws of all jurisdictions.

(c) “Applicable Laws” means all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered, by any Governmental Entity.

(d) “beneficial ownership” or “beneficially own” (except as specifically otherwise defined) shall have the meaning under Section 13(d) of the Exchange Act and the rules and regulations thereunder.

(e) “Board of Directors” means the Board of Directors of any specified Person and any committees thereof.

(f) “Business Day” means a day other than a Saturday, a Sunday or a day on which banks are required or authorized to close in the City of New York.

(g) “Consumer Software” means readily available consumer oriented software which is generally sold at a retail price of less than $500.

(h) “Copyrights” means, collectively, all domestic and foreign copyright interests in any original work of authorship, whether registered or unregistered, including but not limited to all copyright registrations or foreign equivalents, all applications for registration or foreign equivalents, all moral rights, all common-law rights, and all rights to register and obtain renewals and extensions of copyright registrations, together with all other copyright interests accruing by reason of international copyright conventions.

(i) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(j) “Escrow Agreement” means the Escrow Agreement, dated as of the date hereof, between RDSI and New Core.

(k) “Information Technology” means, collectively, all computer hardware, software, networks, microprocessors, firmware and communications equipment used by New Core in the operation of New Core’s business and all information technology related services received by RDSI from third parties.

(l) [Intentionally Omitted.]

(m) “Intellectual Property” means, collectively, all Copyrights, Know-How, Inventions, Patents, Trademarks and Trade Secrets and intellectual property rights similar to any of the foregoing, including but not limited to all documentation and media constituting, describing or relating to all of the above wherever created throughout the world, and the right to sue for past, present, or future infringement and to collect and retain all damages and profits related to the foregoing

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(n) “Inventions” means, collectively, and whether or not patentable, all novel devices, processes, compositions of matter, methods, techniques, observations, discoveries, apparatuses, machines, designs, expressions, theories and ideas; and all scientific, engineering, mechanical, electrical, financial, marketing or practical knowledge or experience; and all enhancements and improvements thereto.

(o) “Know-How” means, collectively, whether or not patentable and whether or not secret, all processes, methods, techniques, and observations; and all scientific, engineering, mechanical, electrical, financial, marketing or practical knowledge or experience.

(p) “Known” or “Knowledge” means, with respect to a party hereto, knowledge of a particular fact or other matter by any officer or director of that party. An officer or director will be deemed to have “knowledge” of a particular fact or other matter if such officer or director is actually aware of such fact or other matter or a prudent individual would be reasonably expected to discover or otherwise become aware of such fact or other matter in the exercise of his duties as an officer or director.

(q) “Material Adverse Effect” means, with respect to any entity or business (or group of entities or businesses taken as a whole), any event, change, circumstance or development that is materially adverse to (i) the ability of such entity or business (or group of entities or businesses taken as a whole) to consummate the transactions contemplated by this Agreement or (ii) the business, financial condition or results of operations of such entity or business (or, if with respect thereto, of such group of entities or businesses taken as a whole), other than, with respect to this clause (ii), any (1) change in the stock price of such entity or business, in and of itself, or (2) event, change, circumstance or development (A) resulting from any action taken in connection with the transactions contemplated hereby pursuant to the terms of this Agreement, (B) relating to the economy or financial markets in general, (C) relating in general to the industries in which such entity or business operates and not specifically relating to such entity or business or (D) relating to any action or omission of RDSI, New Core or any Subsidiary of any of them taken with the express prior written consent of the parties hereto.

(r) A “Multiemployer Plan” means any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

(s) “NASDAQ” means The NASDAQ Stock Market, Inc.

(t) “New Core Contract” means a contract for New Core services (In-House Processing, ASP Processing, Out-Sourced Processing, and other developed products) executed between New Core or RDSI and a financial institution.

(u) “New Core Software” means, collectively, any and all computer programs, in both source-code and object-code forms, which are contained in, contribute to, or are a part of the New Core software program named “Single Source” and as further described in Schedule A of the Resellers Software License and Support Agreement; all associated technical information, records, data, files, input materials, reports, forms, processes and algorithms embodied therein and all works derivative therefrom, as well as all current, previous, enhanced and developmental versions and any variations thereof, and together with lists of all programming tools, necessary compilers and all programmer and design documentation, all machine readable databases and compilations developed or maintained by or on behalf of New Core in connection with the foregoing, including any and all data and collections of data by or on behalf of New Core; all software and all content (and all rights regarding same) contained on New Core owned or controlled Internet site(s), and all rights and remedies against past and future infringements relating to any and all of the foregoing and rights to protection of interests therein under the laws of all jurisdictions.

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(v) “Patents” means, collectively, all domestic and foreign patents (including certificates of invention and other patent equivalents), provisional applications, patent applications and patents issuing therefrom as well as any division, continuation or continuation in part, reissue, extension, reexamination, certification, revival or renewal of any patent, all inventions and subject matter related to such patents, in any and all forms.

(w) “Person” means an individual, corporation, limited liability entity, partnership, association, trust, unincorporated organization, other entity or group (as defined in the Exchange Act), including any Governmental Entity.

(x) “Reseller Software License and Support Agreement” means the Reseller Software License and Support Agreement, dated as of the date hereof, between RDSI and New Core.

(y) “Shareholders’ Representative” means John Aranowicz, or such other person appointed from time to time pursuant to the Holdback Escrow Agreement by delivery to RDSI of a written appointment of a successor or replacement Shareholders’ Representative.

(z) “Software” means, collectively, the New Core Software and the Ancillary Software.

(aa) “Subsidiary” when used with respect to any Person means any corporation or other organization, whether incorporated or unincorporated, at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

(bb) “Subordinated Loan Agreements” means, collectively, the Subordinated Loan Agreement and Security Agreement, each dated as of the date hereof, between RDSI and New Core, and the Subordinated Promissory Note(s) executed and delivered by New Core to RDSI under the terms of the Subordinated Loan Agreement].

(cc) “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) shall mean (i) any federal, state, local, foreign and other net income, gross income, receipts, windfall profit, severance, property, production, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, transfer, stamp, or environmental tax, or any other tax, customs, duty, levy, tariff, fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any governmental authority; (ii) any liability for payments of a type described in clause (i) as a result of being a member of an affiliated, consolidated, combined or unitary group; (iii) any liability for the payment of any amounts as a result of being party to a tax sharing arrangement or as a result of any express or implied obligation to indemnify any Person with respect to the payment of amounts of the type described in clause (i) or clause (ii), and (iv) any transferee liability in respect of any items described in clauses (i), (ii), and (iii) above.

(dd) “Tax Returns” means any and all reports, returns, declarations, claims for refund, elections, disclosures, estimates, information reports or returns or statements required to be supplied to a governmental authority in connection with Taxes, including any schedule or attachment thereto or amendment thereof.

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(ee) “Trademarks” means, collectively, all domestic and foreign trademarks, trade dress, service marks, trade names, icons, logos, slogans, and any other indicia of source or sponsorship of goods and services, designs and logotypes related to the above, in any and all forms, all trademark registrations and applications for registration related to such trademarks (including, but not limited to intent to use applications), and all goodwill related to the foregoing.

(ff) “Trade Secrets” means, collectively, any formula, design, device or compilation, or other information which is used or held for use by a business, which gives the holder thereof an advantage or opportunity for advantage over competitors which do not have or use the same, and which is not generally known by the public. Trade Secrets can include, by way of example, formulas, algorithms, market surveys, market research studies, information contained on drawings and other documents, and information relating to research, development or testing.

(gg) “Treasury Regulations” means those regulations promulgated under the Code, as currently in effect, and as modified and clarified by amendment or successor regulation.

(hh) “Voting Agreements” means the Voting and Standstill/Stand Off Agreement, dated as of the date hereof, among RDSI, New Core and certain shareholders of New Core.

Each of the following terms is defined in the Section of this Agreement or the agreement set forth opposite such term:

TERM		SECTION

Accountants		3.7
Actions		5.1(j)
Additional RDSI Shares		2.1(b)
Adjusted Earn-Out Consideration		3.3
Adjusted Earn-Out Period		3.3
Aggregate Post-Merger Value		2.1(b)
Additional Holdback Shares		9.3(a)(i)
Agreement		Preamble
Ancillary Agreements		4.1
Appraisal Statute		2.9(a)
ASP Net Income		2.2(a)
ASP Processing Revenues		2.2(a)
Average Closing Price		9.3(g)
Bank Assets		2.2(a)
Certificate		1.4(b)
Closing		1.2(a)
Closing Consideration		2.1
Closing Date		1.2(a)
Code		Recitals
Combined Company		Recitals
Combined Company Employees		7.6(a)
Computed Valuation of New Core		2.2(a)
Confidentiality Agreement		7.2
Contract		5.1(c)(ii)
Converted Contract		2.2(a)
Converted Contract Date		2.2(a)
Converted Contract Revision Shares		3.8
Damages		9.2
DOJ		7.4(b)
Earn-Out Consideration		3.1

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TERM		SECTION

Effective Time		1.2(b)
Environmental Laws		5.1(j)
Environmental Liabilities		5.1(j)
Exchange Act		5.2(c)(iii)
Exchange Agent		3.1
Exchange Fund		3.1
Exchange Ratio		1.4(a)
Expenses		7.7
Final Converted Contracts		3.4
Final Earn-Out Consideration		3.4
FBCA		1.2(b)
FTC		7.4(b)
GAAP		5.1(d)(i)
Governmental Entity		5.1(c)(iii)
Hazardous Materials		5.1(j)
Holdback Agent		9.4
Holdback Escrow Agreement		9.4
Holdback Fund		9.3(a)(ii)
Holdback Shares		2.3(b)
Indemnified Persons		9.2
Information Statement/Proxy Statement		7.1(a)
In-House Processing Net Income		2.2(a)
In-House Processing Revenues		2.2(a)
Initial Earn-Out Consideration		3.2
Initial Earn-Out Period		3.2
Initial Monthly Subscription Fee		2.2(a)
Injunction		8.1(b)
Intellectual Property		5.1(k)
IRS		7.17
Liens		5.1(c)(ii)
Merger		Recitals
Merger Corp.		Preamble
Net Income		2.2(a)(vii)
New Combined Company Plans		7.6(b)
New Core		Preamble
New Core Acquisition Proposal		7.5(b)
New Core Common Stock		1.4(a)
New Core Computed Net Income		2.2(a)
New Core Computed Revenue		2.2(a)
New Core Disclosure Schedule		5.1
New Core Holders		2.1
New Core Necessary Consents		5.1(c)(iii)
New Core Permits		5.1(h)(ii)
New Core Plans		5.1(r)(i)
New Core Shareholders Meeting		7.1(b)
New Core Written Consents		7.1(b)
Officers’ Certificate		9.3(a)(iii)
OGCL		1.2(b)
Ohio Secretary		1.2(b)

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TERM		SECTION

Other Products Net Income		2.2(a)
Out-Sourced Net Income		2.2(a)
Out-Sourced Processing Revenues		2.2(a)
Permitted Liens		5.1(u)
PTO		5.1(k)(vii)
RDSI		Preamble
RDSI Common Stock		5.2(b)(i)
RDSI Computed Valuation		2.2(a)
RDSI Disclosure Schedule		5.2
RDSI Financial Advisor		5.2(j)
RDSI Financial Statements		5.2(d)(ii)
RDSI Necessary Consents		5.2(c)(iv)
RDSI Permits		5.2(f)(ii)
Registration Statement		7.1(a)
Release Date		9.3(f)
Revised Contract		3.8
Rurban		Preamble
Required Approvals		7.4(a)
Required New Core Vote		5.1(f)
SEC		5.1(e)(i)
Securities Act		3.3
Survival Period		9.1
Termination Date		10.1(b)
Valuation Date		2.2(a)
Violation		5.1(c)(ii)

11.12 Disclosure Schedule. The mere inclusion of an item in the relevant Disclosure Schedule as an exception to a representation, warranty or covenant shall not be deemed an admission by a party that such item represents a material exception or material fact, event or circumstance or that such item has had or would have a Material Adverse Effect with respect to RDSI, New Core or any Subsidiary of the foregoing.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized.

RURBANC DATA SERVICES, INC.

By:	/s/ Kenneth A. Joyce
	Kenneth A. Joyce
	Chief Executive Officer

NEW CORE HOLDINGS, INC.

By:	/s/ John J. Aranowicz
Name:	John J. Aranowicz
Title:	President and CEO

NC MERGER CORP.

By:	/s/ Kenneth A. Joyce
	Kenneth A. Joyce
	President

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Annex B

SEPARATION AND DISTRIBUTION AGREEMENT

This Separation and Distribution Agreement (this “Agreement”) is entered into as of December 11, 2009, by and between Rurban Financial Corp., an Ohio corporation (“Rurban”), and Rurbanc Data Services, Inc., an Ohio corporation and a wholly-owned subsidiary of Rurban (“RDSI” and, together with Rurban, the “Parties” and each, a “Party”).

WITNESSETH

WHEREAS, RDSI and NC Merger Corp., an Ohio corporation and a wholly-owned subsidiary of RDSI (“Merger Corp.”), have entered into an Agreement and Plan of Merger dated as of April 25, 2009 (the “Merger Agreement”), with New Core Holdings, Inc., a Florida corporation (“New Core”), pursuant to which Merger Corp. will merge with and into New Core, with New Core being the surviving corporation and becoming a wholly-owned subsidiary of RDSI, in accordance with the terms and subject to the conditions set forth therein (the “Merger”);

WHEREAS, it is a condition to the Merger that, prior to the Effective Time (as defined in the Merger Agreement), Rurban distribute to the holders of Rurban Common Shares (other than Rurban Common Shares held in the treasury of Rurban), as provided for herein, all of the outstanding RDSI Common Shares in a spin-off (the “Distribution”);

WHEREAS, it is expected that, as a result of the Distribution, each of Rurban and RDSI as an independent stand-alone company will (a) be better able to allocate financial and operational resources to its own business and focus on executing its own strategic plan; (b) have greater strategic and financial flexibility to support future growth opportunities; (c) have increased access to financial and capital markets because such markets should be better able to evaluate each of Rurban and RDSI more effectively as separate companies; and (d) be able to develop equity incentive programs for management and other professionals that are tailored to its own business and are tied to the market performance of its respective common shares;

WHEREAS, in connection with the Distribution, Rurban and RDSI have agreed to enter into this Agreement to set forth the terms and conditions of the Distribution and certain agreements that will govern certain matters relating to the relationship of Rurban, RDSI and their respective Subsidiaries following the Distribution;

WHEREAS, this Agreement has been approved by the Board of Directors of Rurban in accordance with the recommendation of the special committee of the Board of Directors of Rurban;

WHEREAS, this Agreement has been approved by the Board of Directors of RDSI in accordance with the recommendation of the special committee of the Board of Directors of RDSI;

WHEREAS, it is the intention of the Parties that the Distribution qualify as a spin-off under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”), and that the Merger qualify as a reorganization under Section 368 of the Code; and

WHEREAS, capitalized terms used in this Agreement shall have the respective meanings set forth in Section 8.12 or in the Sections of this Agreement set forth opposite such terms in Section 8.12.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

ACTIONS PRIOR TO THE DISTRIBUTION

Section 1.01. RDSI Recapitalization. Prior to the Distribution Time and subject to the satisfaction or waiver of the conditions set forth in Section 2.03, the Parties shall take all steps necessary so that, immediately prior to the Distribution Time, the number of RDSI Common Shares outstanding and held by Rurban shall equal the number of Distribution Shares.

Section 1.02. Termination of Intercompany Agreements. Prior to the Distribution Time, the Parties shall terminate any and all Related Party Agreements other than (a) the Transaction Agreements, (b) any Trade Payables and (c) the Continuing Business Agreements. No such terminated agreement shall be of any further force or effect after the Distribution Date, and all parties shall be released from all obligations thereunder.

Section 1.03. Financial Obligations.

(a) RDSI shall, at its expense, take or cause to be taken all actions, and enter into (or cause its Subsidiaries to enter into) such agreements and arrangements, as shall be necessary to effect the release of and substitution for Rurban and each Rurban Subsidiary, as of the Distribution Time, from all primary, secondary, contingent, joint, several and other Liabilities, if any, in respect of RDSI Financial Obligations to the extent related to RDSI, any RDSI Subsidiary or the RDSI Business (it being understood that all such Liabilities in respect of RDSI Financial Obligations are RDSI Liabilities).

(b) Rurban shall, at its expense, take or cause to be taken all actions, and enter into (or cause its Subsidiaries to enter into) such agreements and arrangements, as shall be necessary to effect the release of and substitution for RDSI and each RDSI Subsidiary, as of the Distribution Time, from all primary, secondary, contingent, joint, several and other Liabilities, if any, in respect of Rurban Financial Obligations to the extent related to Rurban, any Rurban Subsidiary or the Rurban Business (it being understood that all such Liabilities in respect of Rurban Financial Obligations are Rurban Liabilities).

(c) The parties’ obligations under this Section 1.03 shall continue to be applicable to all RDSI Financial Obligations and Rurban Financial Obligations identified at any time by RDSI or Rurban, whether before or after the Distribution Time.

Section 1.04. Amended Articles of Incorporation and Amended Regulations. Prior to the consummation of the transactions contemplated by Section 1.01 and subject to the satisfaction or waiver of the conditions set forth in Section 2.03, (a) the RDSI Board of Directors and Rurban shall adopt and approve the Amended Articles of Incorporation and the Amended Regulations in accordance with the provisions of Chapter 1701 of the Ohio Revised Code, and (b) RDSI shall cause the Amended Articles of Incorporation to be filed with the Ohio Secretary of State.

Section 1.05. Resignations. Rurban shall cause all of its employees and directors and all of the employees and directors of each Rurban Subsidiary to resign, effective not later than the Distribution Time, from all boards of directors or similar governing bodies of RDSI or any RDSI Subsidiary on which they serve, and from all positions as officers of RDSI or any RDSI Subsidiary, except as otherwise specified on Schedule 1.05. RDSI shall cause all of its employees and directors and all of the employees and directors of each RDSI Subsidiary to resign, effective not later than the Distribution Time, from all boards of directors or similar governing bodies of Rurban or any Rurban Subsidiary on which they serve, and from all positions as officers of Rurban or any Rurban Subsidiary in which they serve, except as otherwise specified on Schedule 1.05.

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Section 1.06. Governmental Approvals and Consents. To the extent that the Distribution or other transactions contemplated by this Agreement require any approvals from or notices to any Governmental Entity or the Consent of any other Person, the Parties shall use their commercially reasonable efforts to obtain any such approvals or Consents or provide any such notices prior to the Distribution Date.

Section 1.07. Securities Law Matters. RDSI shall prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form 10 (the “Registration Statement”) to register the RDSI Common Shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rurban and RDSI shall prepare and mail, on or after the effective date of the Registration Statement and prior to the Distribution Time, to the holders of Rurban Common Shares an information statement (the “Information Statement”) containing such information concerning Rurban, RDSI, New Core, the Merger, the Distribution and such other matters as Rurban and RDSI shall reasonably determine are necessary and as may be required by applicable Law. Rurban and RDSI shall take or cause to be taken all such actions as may be necessary or appropriate under the securities or “blue sky” Laws of any applicable states in connection with the Distribution.

Section 1.08. Cooperation Prior to the Distribution. Prior to the Distribution Time, the Parties shall use their commercially reasonable efforts to take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 2.03 of this Agreement to be satisfied and to effect the Distribution on the Distribution Date.

ARTICLE II

THE DISTRIBUTION

Section 2.01. The Distribution. Subject to Section 2.03, Rurban’s Board of Directors, in accordance with applicable Law, shall establish the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution, including authorizing Rurban to effect the Distribution immediately prior to the Effective Time. Subject to the terms and conditions of this Agreement, prior to the Distribution Date, Rurban shall deliver to the Distribution Agent for the benefit of each record holder of Rurban Common Shares (other than Rurban Common Shares held in the treasury of Rurban) as of the Record Date, all of the Distribution Shares (which shall represent all of the outstanding RDSI Common Shares), and Rurban shall instruct the Distribution Agent to make book-entry credits on the Distribution Date or as soon thereafter as practicable in the name of each record holder of Rurban Common Shares (other than Rurban Common Shares held in the treasury of Rurban) as of the Record Date for a number of RDSI Common Shares equal to the aggregate number of Rurban Common Shares so held by such holder of record as of the Record Date (other than Rurban Common Shares held in the treasury of Rurban). The Distribution will be deemed to be effective as of the Distribution Time upon written authorization from Rurban to the Distribution Agent to proceed as set forth in this Section 2.01.

Section 2.02. The Distribution Agent. Prior to the Distribution Date, Rurban shall enter into an agreement with the Distribution Agent, which shall be on terms that are satisfactory to RDSI, providing for, among other things, the transactions described in this Article II (the “Distribution Agent Agreement”).

Section 2.03. Conditions to the Distribution. The respective obligations of Rurban and RDSI to consummate the Distribution and the other transactions contemplated by this Agreement is subject to the satisfaction of the following conditions:

(a) Filing and Effectiveness of Registration Statement. The Registration Statement shall have been filed with the SEC and shall be effective.

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(b) Dissemination of Information to Rurban Shareholders. Prior to the Distribution Date, the Parties shall have mailed the Information Statement to the holders of Rurban Common Shares.

(c) Compliance with State and Foreign Securities and Blue Sky Laws. Rurban and RDSI shall have taken all such action as may be necessary or appropriate under state and foreign securities and “blue sky” Laws in connection with the Distribution.

(d) Governmental Approvals and Consents. Rurban and/or RDSI, as applicable, shall have obtained all material approvals of Governmental Entities and consents of other Persons required to permit the valid consummation of the Distribution without any conditions being imposed that would reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of Rurban or RDSI.

(e) No Actions or Legal Restrictions. No Actions shall have been instituted or threatened by or before any Governmental Entity to restrain, enjoin, or otherwise prevent the Distribution or the other transactions contemplated by this Agreement, and no Law, order, injunction, judgment, ruling, or decree shall have been adopted or issued by any Governmental Entity of competent jurisdiction restraining the Distribution or such other transactions.

(f) No Notice Provided Regarding a Change in Representations Underlying the Tax Opinion Regarding the Distribution. Rurban shall have received an opinion of Vorys, Sater, Seymour and Pease LLP, tax counsel to Rurban, to the effect that the Distribution will qualify as a spin-off under Sections 355 and 368(a)(1)(D) of the Code (the “Tax Opinion”). The Tax Opinion will be provided in the Information Statement/Proxy Statement provided to New Core and Rurban shareholders and filed with the Securities and Exchange Commission. Continued reliance on the Tax Opinion at the time of the Distribution is subject to the condition that neither Rurban nor RDSI has provided notice to tax counsel prior to the Distribution that any of their representations in their certificate letter provided to tax counsel have changed.

(g) Fulfillment of Obligations Under the Merger Agreement. Each of RDSI and New Core shall have irrevocably confirmed to each other that each of the conditions in Article VIII of the Merger Agreement to such party’s obligations to effect the Merger (other than the condition set forth in Section 8.1(g) of the Merger Agreement regarding the consummation of the Distribution) has been fulfilled or shall be fulfilled at the Effective Time or is or has been waived by such party, as the case may be.

(h) Opinion of Financial Advisor to the Board of Directors of Rurban. The Board of Directors of Rurban shall have received the opinion of Austin Associates, LLC, the financial advisor to the Board of Directors of Rurban, to the effect that, as of the date of such opinion and based upon and subject to the assumptions and limitations set forth in such opinion, the consideration to be paid to the shareholders of New Core in the Merger is fair, from a financial point of view, to RDSI (the “Fairness Opinion”).

(i) Final Approval by the Board of Directors of Rurban. The Board of Directors of Rurban shall have approved the completion of the Distribution and the transactions contemplated by this Agreement following the recommendation of its special committee based on consideration of applicable market conditions, the Fairness Opinion, the Tax Opinion, the impact of the Distribution on the capital structures and the current and anticipated capital needs of each of Rurban and the Rurban Subsidiaries, on the one hand, and RDSI, on the other hand, and such other matters deemed appropriate in the judgment of the special committee of the Board of Directors. In addition, at any time and from time to time until the completion of the Distribution, Rurban with the consent of the Board of Directors of Rurban may modify or change the terms of the Distribution.

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ARTICLE III

INSURANCE

Section 3.01. Insurance Coverage. Subject to the provisions of this Article III, coverage of RDSI and the RDSI Subsidiaries under all Insurance Policies shall cease as of the Distribution Time. From and after the Distribution Time, RDSI shall be responsible for obtaining and maintaining all insurance coverages in their own right. All Insurance Policies shall be retained by Rurban and the Rurban Subsidiaries, together with all rights, benefits and privileges thereunder (including the right to receive any and all return premiums with respect thereto), except that RDSI shall have the rights in respect of Insurance Policies to the extent described in Section 3.02.

Section 3.02. Rights Under Shared Policies. From and after the Distribution Time, RDSI and the RDSI Subsidiaries shall have no rights with respect to any Insurance Policies, except that (a) RDSI shall have the right to assert claims (and Rurban shall use commercially reasonable efforts to assist RDSI in asserting claims) for any loss, liability or damage with respect to the RDSI Business under Shared Policies with third-party insurers which are “occurrence basis” insurance policies (“Occurrence Basis Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow and (b) RDSI shall have the right to continue to prosecute claims with respect to the RDSI Business properly asserted with the insurer prior to the Distribution Time (and Rurban shall use commercially reasonable efforts to assist RDSI in connection therewith) under Shared Policies with third-party insurers which are insurance policies written on a “claims made” basis (“Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow, provided, that in the case of both clauses (a) and (b) above, (i) all of Rurban’s and each Rurban Subsidiary’s reasonable costs and expenses incurred in connection with the foregoing are promptly paid by RDSI, (ii) Rurban and the Rurban Subsidiaries may, at any time, without liability or obligation to RDSI or any RDSI Subsidiary (other than as set forth in Section 3.03), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (iii) such claims shall be subject to (and recovery thereon shall be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, (iv) such claims shall be subject to (and recovery thereon shall be reduced by the amount of) any payment or reimbursement obligations of Rurban, any Rurban Subsidiary or any Affiliate of Rurban or any Rurban Subsidiary in respect thereof and (v) such claims shall be subject to exhaustion of existing aggregate limits. Rurban’s obligation to use commercially reasonable efforts to assist RDSI in asserting claims under applicable Shared Policies shall include using commercially reasonable efforts in assisting RDSI to establish its right to coverage under such Shared Policies (so long as all of Rurban’s reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by RDSI). None of Rurban or the Rurban Subsidiaries shall bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies will not provide any coverage to RDSI for incidents occurring prior to the Distribution Time but which are asserted with the insurance carrier after the Distribution Time.

Section 3.03. Rurban Actions. In the event that, after the Distribution Time, Rurban or any Rurban Subsidiary proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies under which RDSI has rights to assert claims pursuant to Section 3.02 in a manner that would adversely affect any such rights of RDSI, (a) Rurban shall give RDSI prior notice thereof and consult with RDSI with respect to such action (it being understood that the decision to take any such action will be in the sole discretion of Rurban) and (b) Rurban shall pay to RDSI its equitable share (which shall be mutually agreed upon by Rurban and RDSI, acting reasonably and in good faith, based on the amount of premiums paid by or allocated to the RDSI Business in respect of the applicable Shared Policy), if any, of any net proceeds actually received by Rurban from the insurer under the applicable Shared Policy as a result of such action by Rurban (after deducting Rurban’s reasonable costs and expenses incurred in connection with such action).

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Section 3.04. Claims Administration. From and after the Distribution Time, (a) Rurban or a Rurban Subsidiary, as appropriate, shall be responsible for the Claims Administration with respect to claims of Rurban and the Rurban Subsidiaries under Shared Policies; and (b) RDSI or a RDSI Subsidiary, as appropriate, shall be responsible for the Claims Administration with respect to claims of RDSI and the RDSI Subsidiaries under Shared Policies.

Section 3.05. Insurance Premiums. From and after the Distribution Time, Rurban shall pay all premiums, taxes, assessments or similar charges as required under the terms and conditions of the respective Shared Policies in respect of periods prior to the Distribution Time, whereupon RDSI shall, upon the request of Rurban, forthwith reimburse Rurban for that portion of such premiums and other payments paid by Rurban as are reasonably determined by Rurban to be attributable to the RDSI Business.

Section 3.06. Waiver of Conflict and Shared Defense. In the event that a Shared Policy provides coverage for both Rurban and/or a Rurban Subsidiary, on the one hand, and RDSI and/or a RDSI Subsidiary, on the other hand, relating to the same occurrence, Rurban and RDSI agree to defend jointly and to waive any conflict of interest necessary to the conduct of that joint defense. Nothing in this Section 3.06 shall be construed to limit or otherwise alter in any way the indemnity obligations of the Parties, including those created by this Agreement, by operation of law or otherwise.

Section 3.07. Cooperation. Rurban and RDSI shall use their reasonable efforts to cooperate with each other and execute any additional documents which are reasonably necessary to effectuate the provisions of this Article III.

Section 3.08. No Assignment or Waiver; Further Agreements. This Agreement shall not be considered as an attempted assignment of any rights or interest in violation of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of Rurban or any Rurban Subsidiary in respect of any Insurance Policy or any other contract or policy of insurance. The Parties acknowledge that they intend to allocate financial obligations without violating any Laws regarding insurance, self-insurance or other financial responsibility. If it is determined that any action undertaken pursuant to this Agreement is violative of any insurance, self-insurance or related financial responsibility Law, the Parties agree to work together to do whatever is necessary to comply with such Law while trying to accomplish, to the greatest possible extent, the allocation of financial obligations as intended in this Agreement.

ARTICLE IV

EMPLOYEES AND EMPLOYEE BENEFIT MATTERS

Section 4.01. Employees. Effective immediately prior to the Distribution Time, and subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Rurban shall transfer (or cause the applicable Rurban Subsidiary to transfer) to RDSI, and RDSI shall employ, each of the employees listed on Schedule 4.01 hereto (the “Transferred Employees”). Rurban shall cause all such Transferred Employees to resign from all positions as officers or employees of Rurban and each Rurban Subsidiary effective immediately prior to the Distribution Time. Except as otherwise provided herein, RDSI shall be liable for all obligations relating to all Transferred Employees arising after the Distribution Time. All employees of Rurban and the Rurban Subsidiaries as of the Distribution Time who are not Transferred Employees shall be retained by Rurban and the Rurban Subsidiaries (the “Retained Employees”), and Rurban and the Rurban Subsidiaries shall be liable for all obligations relating to all Retained Employees for all periods, whether arising prior to or after the Distribution Time. Rurban and RDSI shall use commercially reasonable efforts to accomplish any transfers of employment required by this Section 4.01 in a timely manner.

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Section 4.02. Prior Service Credit. RDSI shall give each Transferred Employee credit for years of service with Rurban and the Rurban Subsidiaries as if they were years of service with RDSI. RDSI shall recognize such service for purposes of satisfying any vesting, waiting period, evidence of insurability requirements or the application of any preexisting condition limitation. RDSI shall also give Transferred Employees credit for amounts paid under a corresponding Rurban benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the benefit plan sponsored or maintained by RDSI.

Section 4.03. 401(k) Savings Plan. Effective immediately prior to the Distribution Time, and subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Rurban shall cause a “spin off” of the assets and liabilities of the Rurban 401(k) Savings Plan and related trust (the “Rurban 401(k) Plan”) resulting in the division of the Rurban 401(k) Plan into two separate, identical, component plans and trusts, in accordance with applicable Law (including, without limitation, Section 414(l) of the Code), covering, respectively, (a) all Rurban 401(k) Plan participants who are RDSI employees, including the Transferred Employees (and their beneficiaries) (the “RDSI 401(k) Plan”) and (b) all other Rurban 401(k) Plan participants (and their beneficiaries). Effective immediately prior to the Distribution Time, and subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Rurban shall cause the RDSI 401(k) Plan to be transferred to RDSI but shall retain the Rurban 401(k) Plan. Prior to the Distribution Time, Rurban shall draft the appropriate documents and use its commercially reasonable efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 4.03.

Section 4.04. Rurban ESOP. Following the Distribution Time, Rurban shall (a) amend the Rurban Employee Stock Ownership Plan (the “Rurban ESOP”) to allow it to hold RDSI Common Shares received in the Distribution as assets other than “qualifying employer securities” within the meaning of applicable provisions of the Code and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), provided that, after the Distribution Time, the assets of the Rurban ESOP continue to be invested “primarily” in qualifying employer securities and (b) create a procedure to permit participants in the Rurban ESOP who have distributions of RDSI Common Shares allocated to their accounts in the Rurban ESOP to sell or transfer such RDSI Common Shares and invest the proceeds (within their Rurban ESOP accounts) in assets other than Rurban Common Shares or RDSI Common Shares. RDSI employees, including any Transferred Employees, who were participants in the Rurban ESOP prior to the Distribution shall remain participants in the Rurban ESOP following the Distribution Time; provided, however, that, to the extent that any RDSI employee or Transferred Employee who is considered to have a termination of employment for purposes of the Rurban ESOP shall receive a distribution from the Rurban ESOP in accordance with the terms and conditions of the Rurban ESOP.

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Section 4.05. Welfare Plans.

(a) Except as otherwise provided herein, effective immediately prior to the Distribution Time, and subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Rurban shall cause all of Rurban’s employee welfare benefit plans, as defined in Section 3(1) of ERISA (the “Rurban Welfare Plans”), to be divided into separate plans covering, respectively, (a) all Rurban Welfare Plan participants who are RDSI employees, including the Transferred Employees (and their dependents and beneficiaries) (the “RDSI Welfare Plans”) and (b) all other Rurban Welfare Plan participants (and their dependents and beneficiaries), including, without limitation, participants (and their dependents and beneficiaries) who experienced a “qualifying event” for purposes of the group health plan continuation coverage requirements of Section 4980B of the Code and Title I, Subtitle B of ERISA prior to the Distribution Date regardless of when an election for continuation coverage is made by the participant. Effective immediately prior to the Distribution Time, and subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Rurban shall cause the RDSI Welfare Plans to be transferred to RDSI but shall retain the Rurban Welfare Plans. Prior to the Distribution Time, Rurban shall draft the appropriate documents and use its reasonable best efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 4.05(a).

(b) On and after the Distribution Date, RDSI shall pay, or cause to be paid, all claims for health care benefits by RDSI employees, including the Transferred Employees (and their beneficiaries), made after the Distribution Date for post-Distribution periods, and shall pay, or cause to be paid, all claims for employee welfare benefits by RDSI employees, including the Transferred Employees (and their dependents and beneficiaries), made after the Distribution for all periods prior to the Distribution Date whether or not such claim was made pursuant to the RDSI Welfare Plans.

(c) RDSI shall be responsible for any Liabilities or obligations for severance obligations relating to employees of RDSI whose employment terminates prior to, or on or after the Distribution Date.

(d) Any RDSI employee, including any Transferred Employee, on short-term disability as of the Distribution Date that would have become eligible for long-term disability benefits under the Rurban Welfare Plans but for the consummation of the transactions contemplated by this Agreement shall be covered by the Rurban Welfare Plan that provides long-term disability benefits and RDSI shall have no obligation to provide such coverage.

Section 4.06. Accrued Vacation and Sick Time. Rurban and RDSI agree that all accrued vacation and sick time for RDSI employees, including Transferred Employees, as of the Distribution Date shall be RDSI’s obligation.

Section 4.07. Stock Option Plan. Following the Distribution Time and subject to the satisfaction or waiver of the conditions set forth in Section 2.03: (a) all outstanding stock options and stock appreciation rights granted pursuant to the Rurban Financial Corp. Stock Incentive Plan effective March 12, 1997 to an RDSI employee, including a Transferred Employee, shall become null and void on the date of termination; (b) each outstanding and unexercisable stock option and unvested share of restricted stock granted pursuant to the Rurban Financial Corp. 2008 Stock Incentive Plan (“Rurban 2008 Stock Plan”) to an RDSI employee, including a Transferred Employee, who is considered to have terminated for purposes of the Rurban 2008 Stock Plan shall become null and void on the date of such termination; and (c) all outstanding and exercisable stock options granted pursuant to the Rurban 2008 Stock Plan to an RDSI employee, including a Transferred Employee, who is considered to have terminated for purposes of the Rurban 2008 Stock Plan shall remain exercisable until the earlier of the expiration of the stock option or 30 days following the date of termination. Notwithstanding the foregoing, any restricted stock granted to Kenneth A. Joyce on or prior to the Distribution Date shall be subject to vesting in accordance with the Joyce Employment Agreement.

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Section 4.08. Employment and Other Agreements. Effective upon the transfer of the Transferred Employees to RDSI pursuant to Section 4.01, and except as provided below, Rurban shall terminate any employment, change in control or supplemental retirement benefit agreement to which Rurban and any RDSI employee, including any Transferred Employee, is a party or pursuant to which Rurban is liable to make payment (collectively, the “Transferred Employee Agreements”) and RDSI shall enter into new agreements with the applicable Transferred Employees on substantially the same terms as provided under the Transferred Employee Agreements. Notwithstanding the foregoing, prior to the Distribution Time, Rurban and Kenneth A. Joyce shall enter into a separate agreement (the “Joyce Employment Agreement”) addressing their respective rights and obligations under the Employment Agreement dated March 1, 2006 among Rurban and Kenneth A. Joyce and the Rurban Financial Corp. Amended and Restated Supplemental Retirement Plan Agreement for Kenneth A Joyce effective as of December 31, 2008.

Section 4.09. Bonus Plans. Any RDSI employee, including any Transferred Employee, who was a participant in any Rurban bonus or incentive compensation plan immediately prior to the Distribution Date shall be entitled to receive a payment for the period ending December 31, 2009, prorated based on the actual attainment or achievement of any performance goals established under such bonus or incentive compensation plan for the period ending December 31, 2009, which shall be paid at the same time as payment is made to other Rurban employees. No RDSI employee (including Transferred Employees) shall be eligible to participate in any Rurban bonus plan for any period commencing after December 31, 2009.

Section 4.10. Workers’ Compensation. RDSI shall assume the liability for any workers’ compensation or similar workers’ protection claims with respect to any RDSI employee, including the Transferred Employees, whether incurred prior to, on, or after the Distribution Date, which are the result of an injury or illness originating prior to or on the Distribution Date.

Section 4.11. Information to be Provided. Each Party and its Subsidiaries shall provide any information that the other Party may reasonably request, including, but not limited to, information relating to dates of termination of employment, in order to provide benefits to any eligible employee of RDSI under the terms and conditions of this Agreement or under the applicable Rurban Plans.

Section 4.12. No Right to Employment. Nothing contained in this Agreement will confer upon any Transferred Employees any rights or remedies, including, without limitation, any right to employment for any specified period, of any nature or kind whatsoever, under or by reason of this Agreement, and the Transferred Employees shall not be deemed third party beneficiaries of this Article IV. Notwithstanding anything to the contrary contained in this Agreement, any employee benefit plan or program for the Transferred Employees established by RDSI may be amended or terminated by RDSI in accordance with its terms and applicable Law.

ARTICLE V

MUTUAL RELEASES; INDEMNIFICATION

Section 5.01. Mutual Release.

(a) Effective as of the Distribution Time and except as provided in Section 5.01(c) or as otherwise expressly provided in the other Transaction Agreements, Rurban, on behalf of itself and each of the Rurban Subsidiaries, hereby releases and forever discharges RDSI and the RDSI Subsidiaries, and its and their respective directors, officers, agents, advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from any and all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of, result from or relate to events, circumstances or actions taken by such released Person occurring or failing to occur or any conditions existing at or prior to the Distribution Time.

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(b) Effective as of the Distribution Time and except as provided in Section 5.01(c) or as otherwise expressly provided in the other Transaction Agreements, RDSI, on behalf of itself and each of the RDSI Subsidiaries, hereby releases and forever discharges Rurban and the Rurban Subsidiaries, and its and their respective directors, officers, agents, advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from any and all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of, result from or relate to events, circumstances or actions taken by such released Person occurring or failing to occur or any conditions existing at or prior to the Distribution Time.

(c) Nothing in Section 5.01(a) or (b) shall in any way affect or impair the rights of any Person under, or operate to release or discharge any Person from any Liabilities or obligations under or relating to, this Agreement (including under Sections 5.02 and 5.03), any other Transaction Agreement, or any Continuing Business Agreement. In addition, nothing in Section 5.01(a) or (b) shall release or discharge any Person from (i) any Liability arising from or relating to the sale, lease, provision, or receipt of goods or services, payment for goods, property or services purchased, obtained or used in the ordinary course of business by Rurban and/or the Rurban Subsidiaries from RDSI and/or the RDSI Subsidiaries, or by RDSI and/or the RDSI Subsidiaries from Rurban and/or the Rurban Subsidiaries, as the case may be, prior to the Distribution Time or any related refund claims, or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.01; provided, however, that the Parties agree not to bring suit (or permit any of their respective Subsidiaries to bring suit) against any Person released pursuant to this Section 5.01 with respect to any such Liability.

Section 5.02. Indemnification by Rurban. From and after the Distribution Time and subject to the provisions of this Article V, Rurban shall indemnify, defend and hold harmless the RDSI Indemnitees from and against, and pay or reimburse, as the case may be, the RDSI Indemnitees for, all Indemnifiable Losses, as incurred or suffered by any RDSI Indemnitee based upon, arising out of or relating to the following: (a) the Rurban Liabilities (including the failure by Rurban or any Rurban Subsidiary to pay, perform or otherwise discharge the Rurban Liabilities in accordance with their terms), whether such Indemnifiable Losses are based upon, arise out of or relate to events, occurrences, actions, omissions, facts, circumstances or conditions occurring, existing or asserted before or after the Distribution Time; or (b) the enforcement by the RDSI Indemnitees of their rights to be indemnified, defended and held harmless under this Section 5.02.

Section 5.03. Indemnification by RDSI. From and after the Distribution Time and subject to the provisions of this Article V, RDSI shall indemnify, defend and hold harmless the Rurban Indemnitees from and against, and pay or reimburse, as the case may be, the Rurban Indemnitees for, all Indemnifiable Losses, as incurred or suffered by any Rurban Indemnitee based upon, arising out of or relating to the following: (a) the RDSI Liabilities (including the failure by RDSI to pay, perform or otherwise discharge the RDSI Liabilities in accordance with their terms), whether such Indemnifiable Losses are based upon, arise out of or relate to events, occurrences, actions, omissions, facts, circumstances or conditions occurring, existing or asserted before or after the Distribution Time; or (b) the enforcement by the Rurban Indemnitees of their rights to be indemnified, defended and held harmless under this Section 5.03.

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Section 5.04. Indemnification Procedures.

(a) Notice of Claims. An Indemnitee shall give written notice (a “Notice of Claim”) to the Indemnifying Party within 15 days after the Indemnitee has knowledge of any Third Party Claim which an Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement. No failure to give such Notice of Claim within the time period specified above shall affect the indemnification obligations of the Indemnifying Party hereunder, except to the extent the Indemnifying Party can demonstrate such failure materially prejudiced such Indemnifying Party’s ability to successfully defend the matter giving rise to the claim. The Notice of Claim shall state the nature of the claim, the amount of the liability, if known, and the method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises.

(b) Third Party Claims. The obligations and liabilities of an Indemnifying Party under this Article V with respect to Indemnifiable Losses arising from claims of any third party that are subject to the indemnification provisions provided for in this Article V (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions. The Indemnitee at the time it gives a Notice of Claim to the Indemnifying Party of the Third Party Claim shall advise the Indemnifying Party that the Indemnifying Party shall be permitted, at its option, to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice reasonably satisfactory to the Indemnitee if it gives written notice of its intention to do so to the Indemnitee within 15 days of its receipt of the Notice of Claim. In the event the Indemnifying Party exercises its right to undertake the defense against any such Third Party Claim as provided above, the Indemnitee shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses and information in its possession or under its control relating thereto as is reasonably required by the Indemnifying Party, and the Indemnitee may participate by its own counsel and at its own expense in defense of such Third Party Claim; provided, further, that if the defendants in any Action shall include both the Indemnitee and the Indemnifying Party and such Indemnitee shall have concluded in good faith that counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to such Indemnitee, such Indemnitee shall have the right to select separate counsel reasonably acceptable to the Indemnifying Party to participate in the defense of such Action on its behalf, at the expense of the Indemnifying Party; provided further, however, that such Indemnifying Party shall not, in connection with any one such Action or separate but substantially similar or related Actions, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel). Notwithstanding the foregoing, the Indemnitee, during the period the Indemnifying Party is determining whether to elect to assume the defense of a matter covered by this Section 5.04(b), may take such reasonable actions, at the Indemnifying Party’s expense, as it deems necessary to preserve any and all rights with respect to the matter, without such actions being construed as a waiver of the Indemnitee’s rights to defense and indemnification pursuant to this Agreement. In the event the Indemnitee is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to it all such witnesses and information in its possession or under its control relating thereto as is reasonably required by the Indemnitee and the Indemnifying Party may participate by its own counsel and at its own expense in the defense of such Third Party Claim.

(c) Settlement Procedures. Unless otherwise required by Law, in no event shall an Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld); provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim (as between the Indemnifying Party and the Indemnitee), the Indemnifying Party shall be permitted to enter into, and the Indemnitee shall agree to, any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, further, that the Indemnifying Party shall not agree to any other settlement, compromise or discharge of a Third Party Claim not described above without the prior written consent of the Indemnitee (such consent not to be unreasonably withheld).

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(d) Direct Claims. Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim shall be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

Section 5.05. Limitations on Indemnification.

(a) The amount which any party (an “Indemnifying Party”) is or may be required to pay to an Indemnitee in respect of Indemnifiable Losses or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including insurance proceeds) by or on behalf of such Indemnitee in respect of such Indemnifiable Losses or other Liability, net of any increased insurance premiums and charges related directly to the related Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof.

(b) In determining the amount of any Indemnifiable Losses, such amount shall be (a) reduced to take into account any net Tax benefit realized by the Indemnitee arising from the incurrence or payment by the Indemnitee of such Indemnifiable Losses and (b) increased to take into account any net Tax cost incurred by the Indemnitee as a result of the receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnitee as recognizing all other items of income, gain, loss, deduction or credit before recognizing any item arising from such Indemnifiable Losses. It is the intention of the parties to this Agreement that indemnity payments made pursuant to this Agreement are to be treated as relating back to the Distribution as an adjustment to capital (i.e., capital contribution or distribution), and the parties shall not take any position inconsistent with such intention before any Governmental Entity with authority to interpret or assess Tax liability, except to the extent that a final determination (as defined in Section 1313 of the Code) with respect to the recipient party causes any such payment not to be so treated.

(b) IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS), EXEMPLARY OR PUNITIVE DAMAGES ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS ARTICLE V, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES PAID BY AN INDEMNIFIED PARTY TO A THIRD PERSON IN RESPECT OF A THIRD PARTY CLAIM SHALL NOT BE DEEMED TO BE SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR PURPOSES OF THIS AGREEMENT.

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Section 5.06. Subrogation. In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

Section 5.07. Not Applicable to Taxes. The provisions of this Article V shall not apply to claims relating to Taxes or any related matters (which are covered by the Tax Sharing Agreement).

Section 5.08. Survival. The obligations of the Parties under this Article V shall not terminate at any time and shall survive the sale or other transfer by any Party of any assets or businesses or the assignment by any Party of any Liabilities.

ARTICLE VI

FURTHER ASSURANCES AND ADDITIONAL COVENANTS

Section 6.01. Further Assurances. In addition to the actions specifically provided for elsewhere in this Agreement and the other Transaction Agreements, but subject to the provisions hereof and thereof, each of the Parties hereto shall use its reasonable efforts, prior to or after the Distribution Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws and Contracts to consummate and make effective the Transactions.

Section 6.02. Access to Information; Ownership of Information; Record Retention.

(a) From the Distribution Date until the seventh anniversary of the Distribution Date, subject to Section 6.04 and except in the case of an adversarial Action by one Party against the other Party (which shall be governed by such discovery rules as may be applicable thereto), each of Rurban and RDSI, on behalf of themselves and their respective Subsidiaries, agrees to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, subject to applicable Laws relating to the exchange of information, and only in such manner that does not cause unreasonable disruption of the business of such Person, any Information in the possession or under the control of such Person that the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities Laws) by a Governmental Entity having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements or (iii) to comply with its obligations under this Agreement or any other Transaction Agreement; provided, however, that this Section 6.02 shall not apply to matters relating to Taxes which shall be exclusively governed by the Tax Sharing Agreement. Rurban and RDSI intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege.

(b) After the date hereof, each of Rurban and RDSI shall maintain in effect adequate systems and controls to the extent necessary to enable the other Person to satisfy its respective reporting, accounting, audit and other obligations.

(c) Any Information owned by either Rurban or RDSI (or by their respective Subsidiaries) that is provided to a requesting party pursuant to this Section 6.02 shall be deemed to remain the confidential property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

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(d) The Party requesting Information pursuant to this Section 6.02 agrees to reimburse the other Party for the reasonable costs, if any, of creating, gathering and copying such Information, to the extent that such costs are incurred for the benefit of the requesting Party. Except as may be otherwise specifically provided elsewhere in this Agreement or in any other agreement between the Parties, such costs shall be computed in accordance with the providing Party’s standard methodology and procedures.

(e) To facilitate the possible exchange of Information pursuant to this Section 6.02 and other provisions of this Agreement after the Distribution Date, the Parties agree to use their reasonable efforts to retain all Information in their respective possession or control on the Distribution Date in accordance with their respective record retention policies. No Party shall destroy, or permit any of its Subsidiaries to destroy, any Information that the other Party may have the right to obtain pursuant to this Agreement prior to the seventh anniversary of the Distribution Date without first using its reasonable efforts to notify the other Party of the proposed destruction and giving the other Party the opportunity to take possession of such Information prior to such destruction; provided, however, that in the case of any Information relating to Taxes, such period shall be extended to the expiration of the applicable statute of limitations (giving effect to any extensions thereof) and such Party shall have the opportunity, at its cost and expense, to remove and retain all or any part of such Information upon the expiration of such statute of limitations (giving effect to any extensions thereof).

(f) No Party shall have any liability to any other Party in the event that any Information exchanged or provided pursuant to this Section 6.02 that is an estimate or forecast, or that is based on an estimate or forecast, is found to be inaccurate.

(g) The rights and obligations granted under this Section 6.02 are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in any other Transaction Agreement.

Section 6.03. Production of Witnesses. Subject to Section 6.02, after the Distribution Date, except in the case of an adversarial Action by one Party against the other Party (which shall be governed by such discovery rules as may be applicable thereto), each of Rurban and RDSI shall use its reasonable efforts, and shall use its reasonable efforts to cause each of its Subsidiaries, to make available to the other Party or any Subsidiary of the other Party, upon written request, its directors, officers and employees as witnesses or otherwise to the extent that any such Person may reasonably by required (giving consideration to business demands of such directors, officers and employees) in connection with any Action or other proceedings in which the requesting Party may from time to time be involved. The costs and expenses incurred in the provision of such witnesses shall be paid by the Party requesting the availability of such Persons.

Section 6.04. Confidentiality. For a period of ten years after the Distribution Date, each of Rurban and RDSI shall hold, and shall use their reasonable best efforts to cause their respective Subsidiaries and Representatives to hold, in strict confidence all Information concerning the other Party and its Subsidiaries, or any of their operations, employees, assets or Liabilities, in its possession or control (including Information known to its employees or agents) or furnished to it by such other Party or its Subsidiaries pursuant to this Agreement or the other Transaction Agreements, and shall not use such Information or release or disclose such Information to any other Person, except such Party’s Subsidiaries and Representatives, who shall be bound by the provisions of this Section 6.04; provided, however, that the provision above shall apply indefinitely in respect of any trade secrets. Notwithstanding the above, Rurban or RDSI (or their respective Subsidiaries) may disclose such Information to the extent that (a) disclosure is compelled by judicial or administrative process or, in the opinion of such Person’s counsel, by other requirements of Law or listing standard (in which case the Party required to make such disclosure shall notify the other party as soon as practicable of such obligation or requirement and cooperate with the other party to limit the Information required to be disclosed and to obtain a protective order or other appropriate remedy with respect to the Information ultimately disclosed) or (b) such Person can show that such Information was (i) in the public domain through no fault of such Person; or (ii) lawfully acquired by such Person from a third party not subject to any confidentiality obligation. Each of the Parties acknowledges that it shall be liable for any breach of this Section 6.04 by its Subsidiaries and Representatives to whom such Information is disclosed by such Party. Notwithstanding the foregoing, each of Rurban and RDSI will be deemed to have satisfied its obligations under this Section 6.04 with respect to preserving the confidentiality of any Information if it exercises the same care with regard to such Information as it takes to preserve confidentiality for its own similar Information.

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Section 6.05. Use of Names.

(a) Any material showing any affiliation or connection of Rurban and/or the Rurban Subsidiaries with RDSI and/or the RDSI Subsidiaries shall not be used by Rurban or any Rurban Subsidiary after the Distribution Date; provided, however, that (i) the restrictions contained in this Section 6.05(a) shall not apply to filings, reports and other documents required by Laws or regulations of securities exchanges to be filed and/or made publicly available, and (ii) for a period of 90 days following the Distribution Date, Rurban and the Rurban Subsidiaries shall be entitled to continue to use any names or trademarks owned by RDSI and the RDSI Subsidiaries to the extent contained as of the Distribution Date on any business cards, schedules, stationery, displays, signs, promotional materials, manuals, forms and other material used in the ordinary course of their businesses, so long as such use is in the same manner as prior to the Distribution Date. On and after the Distribution Date, neither Rurban nor any Rurban Subsidiary shall represent to third parties that any of them is affiliated or connected with RDSI or any RDSI Subsidiary.

(b) Any material showing any affiliation or connection of RDSI and/or the RDSI Subsidiaries with Rurban and/or the Rurban Subsidiaries shall not be used by RDSI or any RDSI Subsidiary after the Distribution Date; provided, however, that (i) the restrictions contained in this Section 6.05(b) shall not apply to filings, reports and other documents required by Laws or regulations of securities exchanges to be filed and/or made publicly available, and (ii) for a period of 90 days following the Distribution Date, RDSI and the RDSI Subsidiaries shall be entitled to continue to use any names or trademarks owned by Rurban and the Rurban Subsidiaries to the extent contained as of the Distribution Date on any business cards, schedules, stationery, displays, signs, promotional materials, manuals, forms and other material used in the ordinary course of their businesses, so long as such use is in the same manner as prior to the Distribution Date. On and after the Distribution Date, neither RDSI nor any RDSI Subsidiary shall represent to third parties that any of them is affiliated or connected with Rurban or any Rurban Subsidiary.

Section 6.06. Non-Solicitation of Employees.

(a) Rurban agrees not to (and to cause the Rurban Subsidiaries not to) solicit, recruit or hire any employee of RDSI or any of its Subsidiaries for a period of twelve months following the Distribution Date or until six months after such employee’s employment with RDSI or any RDSI Subsidiaries terminates, whichever occurs first.

(b) RDSI agrees not to (and to cause the RDSI Subsidiaries not to) solicit, recruit or hire any employee of Rurban or any Rurban Subsidiary for a period of twelve months following the Distribution Date or until six months after such employee’s employment with Rurban or any Rurban Subsidiary terminates, whichever occurs first.

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Section 6.07. Subsequent Transfers. If, following the Distribution Date, Rurban or any Rurban Subsidiary possesses any assets, rights or properties used primarily or held for use primarily by RDSI and/or the RDSI Subsidiaries in the conduct of their businesses as conducted as of the date hereof (except as otherwise contemplated by the Transaction Agreements) and RDSI notifies Rurban thereof prior to the one-year anniversary of the Distribution Date, Rurban shall cause the prompt transfer of such assets, rights or properties to RDSI.

ARTICLE VII

TERMINATION

Section 7.01. Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time prior to the Distribution Time by and in the sole discretion of Rurban without the approval of RDSI. After the Distribution Time, this Agreement may not be terminated except by an agreement in writing signed by Rurban and RDSI.

Section 7.02. Effect of Termination. In the event of any termination of this Agreement prior to the Distribution Time pursuant to Section 7.01, no Party to this Agreement (or any of its Representatives) shall have any Liability or further obligation to any other Party or third party with respect to this Agreement.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01. Entire Agreement. This Agreement and the other Transaction Agreements, including any schedules and exhibits hereto or thereto, and other agreements and documents referred to herein and therein, shall together constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all prior negotiations, agreements and understandings of the Parties of any nature, whether oral or written, with respect to such subject matter.

Section 8.02. Expenses. All costs and expenses related to the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Agreements and the consummation of the Distribution shall be paid by Rurban.

Section 8.03. Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Ohio, without regard to any applicable conflicts of law.

Section 8.04. Notices. All notices hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, (b) upon confirmation of receipt if delivered by facsimile, (c) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service or (d) on the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to Rurban, to:

Rurban Financial Corp.

401 Clinton Street

Defiance, Ohio 43512

Attention: President

Facsimile No.: (419) 784-4085

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If to RDSI, to:

Rurbanc Data Services, Inc.

7622 State Route 66 N

Defiance, Ohio 43512

Attention: President

Facsimile No.: (419) 784-6542

Section 8.05. Survival of Agreements. All representations, warranties and covenants and agreements of the parties contained in this Agreement and the other Transaction Agreements shall remain in full force and effect and survive the Distribution Time, except to the extent expressly provided herein or therein.

Section 8.06. Counterparts. This Agreement may be executed in multiple counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party, it being understood that each Party need not sign the same counterpart.

Section 8.07. Assignment; Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned, in whole or in part, by either of the Parties hereto without the prior written consent of the other Party. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by Rurban and RDSI and their respective successors and assigns.

Section 8.08. Binding Arbitration of Disputes.

(a) Binding Arbitration. Any dispute, claim or controversy of whatever nature arising out of or relating to this Agreement, including, without limitation, any action or claim based on a breach or alleged breach of this Agreement, shall be resolved by final and binding arbitration administered by the Columbus, Ohio office of the American Arbitration Association (the “Administrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Notwithstanding the foregoing, the provisions of this Section 8.08 shall not apply to any Action initiated by Party to seek injunctive or other equitable relief to restrain any breach or threatened breach of Section 6.04 or 6.06 or otherwise to specifically enforce the provisions of Section 6.04 or 6.06, which action may be brought by a Party in any court of competent jurisdiction.

(b) Initiation. Any Party may initiate an arbitration at any time after a dispute has arisen by serving upon the other Party and filing with the Administrator a written demand for arbitration, including a general description of the nature of the claim and the nature and amount of damages claimed and/or other relief sought (the “Demand for Arbitration”). If the responding party desires to file a response and/or counterclaim to the Demand for Arbitration, it must do so within 30 calendar days after service of the Demand for Arbitration. Any response to a counterclaim shall be filed and served within 10 calendar days after service of the counterclaim, but no such response shall be required. A failure to file a counterclaim or response will not operate to delay the arbitration proceedings. After the filing of the Demand for Arbitration and any counterclaim and/or any responses thereto, no further claims or counterclaims may be made except by order of the arbitrator made on a duly noticed motion to the arbitrator.

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(c) Appointment and Powers of Arbitrators. The dispute shall be submitted to a panel of three arbitrators chosen by the Parties to the arbitration from a list of potential arbitrators provided by the Administrator. Each Party shall select one arbitrator, and the two arbitrators selected by the Parties shall select the third arbitrator; provided, however, the Parties may agree to use a single arbitrator. Should either Party refuse or neglect, after reasonable notice, to furnish the arbitrators with any papers or information demanded or to attend hearings before the arbitrator, the arbitrators are empowered by both Parties to proceed with the remainder of the arbitration process set forth in this Section 8.08. Subject to the limitations set forth in Section 5.05, the arbitrators are authorized to issue an award for damages and/or to grant any equitable remedy or relief they deem just and equitable and within the scope of this Agreement, including an injunction or order for specific performance.

(d) Costs and Fees. The arbitrators shall determine whether a Party is the prevailing party and shall award to that prevailing Party reimbursement for its share of the costs and fees of the Administrator and the arbitrators, and reimbursement for its reasonable attorneys’ fees, disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and costs arising from the arbitration. However, until any such order is issued, the Parties shall bear equally the costs and fees of the Administrator and the arbitrators.

(e) Location and Date of Arbitration Hearing. The arbitration shall be held in Columbus, Ohio, and shall commence no later than 60 days following the service of the Demand for Arbitration, or as soon thereafter as practicable. Within 30 days of the time that the arbitrators are chosen, the arbitrators shall hold a pre-hearing conference with the Parties for the purpose of narrowing the issues and in all respects arranging for the most expeditious hearing possible of the matters in dispute.

(f) Award. The arbitrators shall, within 15 calendar days after the conclusion of the arbitration hearing, or as soon thereafter as it is practicable, issue a written award and a brief written statement of decision describing the reasons for the award, including the calculation of any damages awarded. The award of the arbitrators shall be final and binding upon the Parties without appeal or review. Any Party may apply to any court of competent jurisdiction for confirmation and entry of judgment based on said award. In connection with any application to confirm, correct or vacate the arbitration award, any appeal of any order rendered pursuant to any such application, or any other action required to enforce the arbitration award, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, disbursements and costs incurred in such post-arbitration award activities.

Section 8.09. No Third Party Beneficiaries. No Person other than the Parties hereto, or their respective successors and permitted assigns, shall acquire or have any benefit, right, remedy or claim under or by reason of this Agreement, provided that the provisions of Sections 5.02 and 5.03 hereof shall inure to the benefit of the Persons referred to therein.

Section 8.10. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

Section 8.11. Headings. Headings of the Articles and Sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretive effect whatsoever.

Section 8.12. Amendment. This Agreement may not be waived, amended or modified in any respect unless such waiver, amendment or modification is in writing and signed on behalf of the Parties hereto.

Section 8.13. Construction. Notwithstanding any other provisions in this Agreement or the other Transaction Agreements to the contrary, to the extent that there is a conflict between the provisions of this Agreement and the provisions of any other Transaction Agreement, the provisions of such Transaction Agreement shall control.

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Section 8.14. Definitions. When used in this Agreement, the following terms shall have the respective meanings specified below (such meanings to be equally applicable to both the singular and plural forms of such defined terms).

“Action” means, with respect to any Person, any actual or threatened action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity or any claims or other legal matters that have been asserted by or against such Person

“Affiliate” means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

“Amended Articles of Incorporation” means RDSI’s amended and restated articles of incorporation, as adopted and approved by the RDSI Board of Directors and Rurban, which shall provide that the number of shares that RDSI is authorized to have outstanding is 13,500,000, consisting of 12,000,000 common shares and 1,500,000 preferred shares.

“Amended Regulations” means RDSI’s amended and restated regulations, as adopted and approved by the RDSI Board of Directors and Rurban.

“Business Day” means a day other than a Saturday, a Sunday or a day on which banks are required or authorized to close in the City of New York.

“Claims Administration” means the processing of claims made under Insurance Policies, including the reporting of claims to the insurance carrier, management and defense of claims, and providing for appropriate releases upon settlement of claims.

“Consents” means any consents, waivers, or approvals from, or notification requirements to, any third parties.

“Continuing Business Agreements” means any Contract by Rurban and/or any Rurban Subsidiary, on the one hand, and Rurban and/or any RDSI Subsidiary, on the other hand, (i) that is contemplated by any Transaction Agreement not to terminate as of the Distribution Time, (ii) that is contemplated by any Transaction Agreement to be entered into, or that is otherwise entered into, prior to the Distribution Time, or (iii) that is listed on Schedule 8.14(c).

“Contracts” means all agreements, leases, contracts (including employee contracts), licenses, memoranda of understanding, letters of intent, sales orders, purchase orders, open bids and other commitments, including in each case, all amendments, modifications and supplements thereto and waivers and consents thereunder.

“Distribution Agent” means the distribution agent selected by Rurban to distribute RDSI Common Shares in connection with the Distribution.

“Distribution Date” means the date determined by the Board of Directors of Rurban in accordance with Section 2.01 as the date as of which the Distribution will be effected.

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“Distribution Shares” means the RDSI Common Shares owned by Rurban immediately prior to the Distribution Time, which shall be equal to the number of outstanding Rurban Common Shares (other than Rurban Common Shares held in the treasury of Rurban)

“Distribution Time” means the time on the Distribution Date as of which the Distribution is effective, as determined by the Rurban Board of Directors.

“Effective Time” shall have the meaning set forth in the Merger Agreement.

“Governmental Entity” means any national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing, or other governmental or quasi-governmental authority.

“Indemnifiable Losses” means any and all losses, Liabilities, claims, damages, deficiencies, obligations, fines, payments, Taxes, liens, costs and expenses, matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known or unknown, whenever arising and whether or not resulting from Third Party Claims, including, without limitation (i) the costs and expenses of any and all Actions; (ii) all amounts paid in connection with any demands, assessments, judgments, settlements and compromises relating thereto; (iii) interest and penalties with respect thereto; (iv) reasonable out-of-pocket expenses and reasonable attorneys’, accountants’ and other experts’ fees and expenses reasonably incurred in investigating, preparing for or defending against any such Actions or in asserting, preserving or enforcing an Indemnitee’s rights hereunder; and (v) any losses that may result from the granting of injunctive relief as a result of any such Actions.

“Indemnitee” means any of the Rurban Indemnitees or the RDSI Indemnitees who or which is entitled to seek indemnification under this Agreement.

“Information” means all records, books, contracts, instruments, computer data and other data and information (in each case, in whatever form or medium, including electronic media).

“Insurance Policies” means all insurance policies, insurance contracts and claim administration contracts of any kind of Rurban or any Rurban Subsidiary (including their predecessors) which were or are in effect at any time at or prior to the Distribution Time (other than insurance policies, insurance contracts and claim administration contracts that cover only RDSI and the RDSI Subsidiaries), including primary, excess and umbrella, commercial general liability, fiduciary liability, product liability, automobile, property and casualty, business interruption, directors and officers liability, employment practices liability, workers’ compensation, crime, errors and omissions, special accident and employee dishonesty insurance, together with all rights, benefits and privileges thereunder.

“Laws” means all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered, by any Governmental Entity.

“Liabilities” means any and all claims, debts, liabilities, commitments and obligations of whatever nature, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including those arising out of any Contract or tort, whether based on negligence, strict liability or otherwise) and whether or not the same would be required by generally accepted accounting principles to be reflected as a liability in financial statements or disclosed in the notes thereto, including all costs and expenses relating thereto.

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“Person” means an individual, corporation, limited liability entity, partnership, association, trust, unincorporated organization, other entity or group (as defined in the Exchange Act), including any Governmental Entity.

“RDSI Business” means (a) the businesses engaged in prior to the Distribution Time by RDSI and the RDSI Subsidiaries, and (b) activities related to the foregoing.

“RDSI Common Shares” means the common shares, without par value, of RDSI.

“RDSI Financial Obligations” means all credit facilities, guaranties, letters of credit and similar instruments related to the RDSI Business under which Rurban or any Rurban Subsidiary has any primary, secondary, contingent, joint, several or other Liability after the Distribution Time.

“RDSI Indemnitees” means RDSI and the RDSI Subsidiaries and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing.

“RDSI Liabilities” means (a) any Liabilities relating to, arising out of or resulting from the operation of the RDSI Business, as conducted at any time prior to, on or after the Distribution Date, or the operation of any other business conducted by RDSI or any RDSI Subsidiary at any time after the Distribution Date; and (b) any Liabilities that are expressly set forth in this Agreement or any other Transaction Agreement as Liabilities to be retained or assumed by RDSI or any RDSI Subsidiary, and all agreements, obligations and Liabilities of RDSI and the RDSI Subsidiaries under this Agreement and the other Transaction Agreements; provided, however, that the RDSI Liabilities shall exclude any Liabilities which are expressly assumed by Rurban and/or any Rurban Subsidiary pursuant to the terms of this Agreement or any other Transaction Agreement.

“RDSI Subsidiaries” means the Subsidiaries of RDSI.

“Record Date” means the date and time for determining the holders of Rurban Common Shares entitled to receive the Distribution, as determined by the Rurban Board of Directors pursuant to Section 2.01.

“Related Party Agreements” means any Contract between Rurban or any Rurban Subsidiary, on the one hand, and RDSI or any RDSI Subsidiary, on the other hand.

“Representatives” means, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.

“Rurban Business” means (a) the businesses engaged in prior to the Distribution Time by Rurban and the Rurban Subsidiaries, and (b) activities related to the foregoing.

“Rurban Common Shares” means the common shares, without par value, of Rurban.

“Rurban Financial Obligations” means all credit facilities, guaranties, letters of credit and similar instruments related to the Rurban Business under which RDSI or any RDSI Subsidiary has any primary, secondary, contingent, joint, several or other Liability after the Time of Distribution.

“Rurban Indemnitees” means Rurban, the Rurban Subsidiaries and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing.

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“Rurban Liabilities” means (a) any Liabilities relating to, arising out of or resulting from the operation of the Rurban Business, as conducted at any time prior to, on or after the Distribution Date, or the operation of any other business conducted by Rurban or any Rurban Subsidiary at any time after the Distribution Date; and (b) any Liabilities that are expressly set forth in this Agreement or any other Transaction Agreement as Liabilities to be retained or assumed by Rurban or any Rurban Subsidiary, and all agreements, obligations and Liabilities of Rurban and the Rurban Subsidiaries under this Agreement and the other Transaction Agreements; provided, however, that the Rurban Liabilities shall exclude any Liabilities which are expressly assumed by RDSI and/or any RDSI Subsidiaries pursuant to the terms of this Agreement or any other Transaction Agreement.

“Rurban Subsidiaries” means the Subsidiaries of Rurban other than RDSI and the RDSI Subsidiaries.

“Shared Policies” means all Insurance Policies which include Rurban or any of the Rurban Subsidiaries and RDSI or any of the RDSI Subsidiaries within the definition of the named insured.

“Subsidiary” when used with respect to any Person means any corporation or other organization, whether incorporated or unincorporated, at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided, however, that (except as specifically noted herein) for purposes of this Agreement, none of RDSI or any RDSI Subsidiary shall be deemed to be a Subsidiary of Rurban.

“Tax” or “Taxes” shall mean any federal, state, local or foreign, net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, franchise, capital, paid-up capital, profits, green-mail, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge or any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Entity responsible for the imposition of any such tax.

“Trade Payables” means (i) all payables of Rurban or any Rurban Subsidiary incurred in the ordinary course of business consistent with past practice for purchases of goods or services from RDSI or any RDSI Subsidiary, and (ii) all payables of RDSI or any of RDSI Subsidiary incurred in the ordinary course of business consistent with past practice for purchases of goods or services from Rurban or any Rurban Subsidiary.

“Transaction Agreements” means, collectively, this Agreement, the Tax [Sharing] Agreement and the other agreements, if any, entered into or to be entered into between or among Rurban and/or any Rurban Subsidiary, on the one hand, and RDSI, on the other hand, in connection with the Distribution.

Each of the following terms is defined in the Section or part of this Agreement set forth opposite such term:

TERM		SECTION

Agreement		Preamble
Administrator		8.08(a)
Claims Made Policies		3.02
Code		Recitals
Demand for Arbitration		8.08(b)

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TERM		SECTION

Distribution Agent Agreement		2.02
Distribution		Recitals
ERISA		4.04
Exchange Act		1.07
Fairness Opinion		2.06(h)
Indemnifying Party		5.05
Information Statement		1.07
Joyce Employment Agreement		4.08
Merger Agreement		Recitals
Merger Corp.		Recitals
Merger		Recitals
New Core		Recitals
Notice of Claims		5.04(a)
Occurrence Basis Policies		3.02
Party / Parties		Preamble
RDSI		Preamble
RDSI 401(k) Plan		4.03
RDSI Welfare Plans		4.05
Registration Statement		1.07
Retained Employees		4.01
Rurban		Preamble
Rurban ESOP		4.04
Rurban 2008 Stock Plan		4.07
SEC		1.07
Tax Opinion		2.06(f)
Third Party Claims		5.04(b)
Transferred Employees		4.01
Transferred Employee Agreements		4.08

Section 8.15. Interpretation. Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other genders as the context requires. The terms “hereof,” “herein,” and “herewith” and words of similar import herein shall, unless otherwise stated, be construed to refer to this Agreement taken as a whole (including all of the schedules and exhibits hereto and thereto) and not to any particular provision of this Agreement. The word “including” and words of similar import when used in this means “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The Parties hereto have participated jointly in the negotiation and drafting of this Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party hereto by virtue of the authorship of any provisions of this Agreement.

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IN WITNESS WHEREOF, the parties have executed and delivered this Separation and Distribution Agreement effective as of the date first written above.

RURBAN FINANCIAL CORP.

By:	/s/ Duane L. Sinn
Name: Duane L. Sinn
Title: Executive Vice President and CFO

RURBANC DATA SERVICES, INC.

By:	/s/ Kenneth A. Joyce
Name: Kenneth A. Joyce
Title: Chairman, President and CEO

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SCHEDULE 1.05

Resignations

The following directors of Rurban will continue to serve as directors of both Rurban and RDSI following the Distribution:

Richard L. Hardgrove

Steven D. VanDemark

J. Michael Walz

Kenneth A. Joyce will resign/retire as a director of Rurban as of the close of business on March 31, 2010.

Kenneth A. Joyce will continue as a director (and Chairman) and officer of RDSI following the Distribution and will also serve in the position of Executive Vice Chairman of Rurban through March 31, 2010. From March 31, 2010 through the end of 2010, Kenneth A. Joyce will maintain a consulting relationship with Rurban to assist with transition matters.

SCHEDULE 4.01

Transferred Employees

Duane L. Sinn

Michelle Baker

Valda Colbart

SCHEDULE 8.14(c)

Continuing Business Agreements

Agreements entered into between RDSI and The State Bank and Trust Company (“State Bank”) in the ordinary course of business relating to RDSI’s provision of data processing and/or item processing services to State Bank, including, without limitation, any Master Services Agreement or Master Products and Services Agreement entered into between RDSI and State either prior to, on or after the date hereof.

·	Agreements entered into between RDSI and State Bank in the ordinary course of business relating to State Bank’s status as a clearing bank for the “Image Exchange” product provided by RDSI to client banks for check clearing services.

Agreements (including, without limitation, loan agreements, promissory notes, security agreements and other loan documents) entered into between RDSI and State in the ordinary course of business relating to loans from State Bank to RDSI in accordance with applicable bank regulatory requirements and restrictions.

Annex C

Tax Sharing Agreement

TAX SHARING AGREEMENT

between

RURBAN FINANCIAL CORP.

on behalf of itself

and the other members

of the Rurban Group

and

RURBANC DATA SERVICES, INC.

March 16, 2010

TAX SHARING AGREEMENT

This Agreement is entered into as of the 16th day of March, 2010 by and between Rurban Financial Corp., an Ohio corporation (“Rurban”), on behalf of itself and the other members of the Rurban Group (as defined below), and Rurbanc Data Services, Inc., an Ohio corporation (“RDSI”).

WITNESSETH:

WHEREAS, RDSI currently files certain tax Returns (as defined below) on an affiliated, consolidated, combined, unitary, fiscal unit or other group basis (including as permitted by Section 1501 of the Internal Revenue Code of 1986, as amended (the “Code”)) with certain members of the Rurban Group (a “Consolidated Group”);

WHEREAS, Rurban intends to distribute to its shareholders all of the RDSI common shares held by Rurban (the “Distribution”);

WHEREAS, Rurban and RDSI desire to set forth their agreement on the rights and obligations of Rurban, the other members of the Rurban Group, and RDSI, respectively, with respect to the handling and allocation of federal, state and local taxes incurred in taxable periods beginning prior to the Distribution Date, as defined below, and various other tax matters;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

Definitions

(a)

As used in this Agreement:

“After-Tax Amount” shall mean an additional amount necessary to reflect the hypothetical tax consequences of the receipt or accrual of any payment, using the maximum statutory rate (or rates, in the case of an item that affects more than one tax) applicable to the recipient of such payment for the relevant year, reflecting for example, the effect of the deductions available for interest paid or accrued and for taxes such as state and local income taxes.

“Combined State Tax” means, with respect to each state or local taxing jurisdiction, any income, franchise or similar tax payable to such state or local taxing jurisdiction in which RDSI files tax Returns with a member of the Rurban Group, on a consolidated, combined or unitary basis for purposes of such income or franchise tax.

“Distribution” shall mean the Spin-Off as described in the Form 10 Registration Statement filed on December 31, 2009.

“Distribution Date” shall mean the date on which the Distribution shall be effected.

“Federal Tax” shall mean any tax imposed under Subtitle A of the Code and any related interest or penalty imposed under Subtitle F of the Code.

“Final Determination” shall mean (i) with respect to Federal Taxes, a “determination” as defined in Section 1313(a) of the Code or execution of a closing agreement and, with respect to taxes other than Federal Taxes, any final determination of liability in respect of a tax that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise, (ii) any final disposition of a tax issue by reason of the expiration of a statute of limitations or (iii) the payment of tax by Rurban with respect to any item disallowed or adjusted by any taxing authority where Rurban determines in good faith that no action should be taken to recoup such payment.

“IRS” shall mean the Internal Revenue Service.

“Merger Agreement” means the agreement dated April 25, 2009 between RDSI, NC Merger Corp. (a wholly owned subsidiary of RDSI formed for the purpose of merging), and New Core Holdings, Inc. whereby NC Merger Corp. will merge with and into New Core Holdings, Inc. with New Core Holdings, Inc. surviving (the “Merger”). New Core Holdings, Inc. shareholders will receive stock of RDSI in return for their shares in New Core Holdings, Inc. Thereafter, New Core Holdings, Inc. will be a wholly owned subsidiary of RDSI.

“Post-Distribution Tax Period” means (i) any tax period beginning and ending after the Distribution Date and (ii) with respect to a tax period that begins before and ends after the Distribution Date, such portion of the tax period that commences on the day immediately after the Distribution Date.

“Pre-Distribution Tax Period” means (i) any tax period beginning and ending before or on the Distribution Date and (ii) with respect to a period that begins before and ends after the Distribution Date, such portion of the tax period ending on and including the Distribution Date.

“Prime” shall mean the average of the prime rates in the United States reported in The Wall Street Journal as of the last day of each month.

“RDSI Combined State Tax Liability” shall mean, with respect to any taxable year and any jurisdiction, an amount of Combined State Taxes determined in accordance with the principles set forth in the definition of RDSI Federal Tax Liability; provided, however, that (i) such amount also shall include any actual income, franchise or similar state or local tax liability (a “State Liability”) owed in a jurisdiction (a “Combined Jurisdiction”) in which RDSI files tax Returns with a member of the Rurban Group, on a consolidated, combined or unitary basis, to the extent such liability exceeds the liability that would have been owed had RDSI not been included in such returns, and (ii) such amount shall be reduced to the extent that, in any Combined Jurisdiction, the State Liability of the Rurban Consolidated Group is less than the liability that would have been owed had RDSI not been included in the returns of such Combined Jurisdiction.

“RDSI Federal Tax Liability” shall mean, with respect to any taxable year, the sum of RDSI’s Federal Tax liability and any interest, penalties and other additions to such taxes for such taxable year, computed as if RDSI were not and never were part of the Rurban Consolidated Group, but rather as if it were a separate corporation filing a separate federal income tax return; provided, however, that transactions with members of the Rurban Group shall be reflected according to the provisions of the consolidated return regulations promulgated under the Code governing intercompany transactions, and that the Distribution will trigger any deferred amounts, excess loss accounts or similar items. Such computation shall be made (i) without regard to the income, deductions (including net operating loss and capital loss deductions) and credits in any year of any member of the Rurban Consolidated Group (except for RDSI), (ii) by taking account of any Tax Asset of RDSI in accordance with Section 3(c)(iii) hereof, (iii) as though the highest rate of tax specified in subsection (b) of Section 11 of the Code (or any other similar rates applicable to specific types of income) were the only rates set forth in that subsection, and with other similar adjustments as described in Section 1561 of the Code, (iv) reflecting the positions, elections and accounting methods used by Rurban in preparing the consolidated federal income tax return for the Rurban Consolidated Group, and (v) by not permitting RDSI any compensation deductions arising in respect of any exercise of options on Rurban stock by, or the issuance or vesting of Rurban restricted stock to, any employee of RDSI prior to the Distribution Date.

“RDSI Group” shall mean, at any time, RDSI and each of its direct and indirect corporate subsidiaries.

“RDSI Tax Liability” shall mean, with respect to any taxable year, the sum of RDSI Combined State Tax Liability and RDSI Federal Tax Liability.

“Referee” is defined in Section 16.

“Return” shall mean any tax return, statement, report or form (including estimated tax returns and reports, extension requests and forms, and information returns and reports) required to be filed with any taxing authority.

“Rurban Consolidated Group” shall mean Rurban and each direct and indirect corporate subsidiary, including RDSI, that is eligible to join with Rurban in the filing of (i) for Federal Tax purposes, a consolidated federal income tax return, and (ii) for Combined State Tax Purposes, a Combined State Tax Return.

“Rurban Group” shall mean, at any time, Rurban and each of its direct and indirect corporate subsidiaries other than RDSI.

“Tax Asset” shall mean any net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction or any other credit or tax attribute that could be carried forward or back to reduce taxes (including, without limitation, deductions and credits related to alternative minimum taxes).

“Tax Packages” shall mean one or more packages of information that are (i) reasonably necessary for the purpose of preparing tax Returns of the Rurban Consolidated Group with respect to any Pre-Distribution Tax Period, or of RDSI with respect to any Post-Distribution Tax Period and (ii) completed in all material respects in accordance with the standards that Rurban has established for its subsidiaries.

“Tax Proceeding” shall mean any tax audit, dispute or proceeding (whether administrative or judicial).

(b) Any term used in this Agreement which is not defined in this Agreement shall, to the extent the context requires, have the meaning assigned to it in the Code or the applicable Treasury regulations thereunder or in comparable provisions of applicable law.

Administrative and Compliance Matters.

(a) Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Rurban Group and RDSI shall be terminated as of the Distribution Date. As of that date, neither RDSI nor the members of the Rurban Group shall have any further rights or liabilities thereunder, and this Agreement shall be the sole tax sharing agreement between RDSI and the members of the Rurban Group. Notwithstanding the foregoing, if any such termination is not binding on any taxing authority, RDSI shall hold the affected member of the Rurban Group harmless against any adverse effect that would have been avoided if such termination had been given effect by such taxing authority.

(b) Designation of Agent. RDSI hereby irrevocably authorizes and designates Rurban, as its agent, coordinator, and administrator, for the purpose of taking any and all actions (including the execution of waivers of applicable statutes of limitations) necessary or incidental to the filing of any Return, any amended Return, or any claim for refund (even where an item or Tax Asset giving rise to an amended Return or refund claim arises in a Post-Distribution Tax Period), credit or offset of tax or any other proceedings, and for the purpose of making payments to, or collecting refunds from, any taxing authority, in each case relating only to any Pre-Distribution Tax Period. Rurban covenants to RDSI that it shall be responsible to see that all such administrative matters relating thereto shall be handled promptly and appropriately.

(c) Pre-Distribution Tax Period Returns. Rurban will prepare, consistently with past practice and applicable law and with the assistance of RDSI, the consolidated Federal Tax Returns and Combined State Tax Returns of the Rurban Consolidated Group for all Pre-Distribution Tax Periods. Rurban shall have the right with respect to such Returns to determine (i) the manner in which such returns, documents or statements shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported, (ii) whether any extensions should be requested, and (iii) the elections that will be made by any member of the Rurban Group or RDSI. In addition, with respect to all Pre-Distribution Tax Periods, Rurban shall have the right to (i) contest, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a result of any audit of any Return filed by the Rurban Consolidated Group, (ii) file, prosecute, compromise or settle any claim for refund, and (iii) determine whether any refunds to which the Rurban Consolidated Group may be entitled shall be received by way of refund or credit against the tax liability of the Rurban Consolidated Group. No later than 120 days after the Distribution Date, RDSI shall prepare and deliver to Rurban Tax Packages that include information of RDSI for the Pre-Distribution Tax Period that includes the Distribution Date. In addition, if Rurban decides to make the election referred to in section (d) below, RDSI shall prepare and deliver to Rurban Tax Packages that include information of RDSI for the tax period beginning immediately after the Distribution Date no later than 120 days after the end of such tax period.

(d) Allocation. Rurban may, at its option, elect and RDSI shall join Rurban in electing (if necessary) to ratably allocate items (other than extraordinary items) of RDSI in accordance with relevant provisions of the Treasury Regulations Section 1.1502-76. If Rurban exercises its option to make the election, RDSI will provide a statement stating its consent to such election as required under the regulations.

(e) Separate State Tax Returns and Post-Distribution Tax Period Returns of RDSI. RDSI shall be solely responsible for the preparation and filing of its separate state and local Returns and its Returns for all Post-Distribution Tax Periods.

Tax Sharing.

(a) General. For each taxable year of the Rurban Consolidated Group during which income, loss or credit against tax of RDSI is includible in the consolidated Federal Tax Return of the Rurban Consolidated Group, RDSI shall pay to Rurban an amount equal to the RDSI Federal Tax Liability, and for each taxable period during which income, loss or credit against tax of RDSI is includible in a return relating to a Combined State Tax, RDSI shall pay Rurban an amount equal to the RDSI Combined State Tax Liability for such taxable period, each as shown on the Pro Forma Returns (as defined in paragraph (c) below).

(b) Estimated Payments. Rurban shall determine the amount of the estimated tax installment of the RDSI Federal Tax Liability (corresponding to Rurban’s estimated Federal Tax installment) with respect to a taxable year in which RDSI is part of the Rurban Consolidated Group (whether or not such payment is made prior to the Distribution), as determined under the principles of Section 3(a) of this Agreement. If Rurban’s Federal Tax installment payment is less than it otherwise would be because of Tax Assets attributable to RDSI, then Rurban shall pay to RDSI the amount of any such reduction at the time it makes the estimated Federal Tax installment payment. Rurban shall provide RDSI with notice of such estimated tax determination for Federal Tax no later than 5 days before the date such corresponding installment payment is due. RDSI shall, within 2 business days of receipt of such determination (but in no event earlier than 3 days prior to the due date of Rurban’s corresponding estimated tax payment), review the notice of determination and pay to Rurban the amount so determined. Rurban shall determine under provisions of applicable law the amount of the estimated tax installment of the RDSI Combined State Tax Liability (corresponding to the relevant estimated Combined State Tax installment) with respect to a taxable year in which RDSI is part of the Rurban Consolidated Group (whether or not such payment is made prior to the Distribution), as determined under the principles of Section 3(a) of this Agreement. Rurban shall provide RDSI with notice of such estimated tax determination for Combined State Tax no later than 5 days before the date such corresponding installment payment is due. RDSI shall, within 2 business days of receipt of such determination (but in no event earlier than 3 days prior to the due date of Rurban’s corresponding estimated tax payment), review the notice and pay to Rurban or Rurban shall pay to RDSI, as appropriate, the amount so determined in accordance with Section 9 hereof.

(i) Not later than 5 days after the due date (including all applicable and valid extensions) for the Rurban Consolidated Group’s consolidated Federal Tax return, Rurban shall deliver to RDSI a pro forma Federal Tax return (a “Pro Forma Federal Return”) of RDSI reflecting RDSI Federal Tax Liability. Not later than 30 days after the due date for each Combined State Tax return, Rurban shall deliver to RDSI the relevant pro forma Combined State Tax return (each a “Pro Forma Combined State Return” and together with the Pro Forma Federal Return, the “Pro Forma Returns”) of RDSI reflecting the relevant RDSI Combined State Tax Liability. The Pro Forma Returns shall be prepared in good faith in a manner generally consistent with past practice. Each Pro Forma Return shall be delivered together with a statement showing a calculation of the amount to be paid pursuant to section (3)(c)(ii) below.

(ii) Not later than 15 days after the receipt of each Pro Forma Return, RDSI shall pay to Rurban, or Rurban shall pay to RDSI, as appropriate, an amount equal to the difference, if any, between the RDSI Federal Tax Liability or the RDSI Combined State Tax Liability, as the case may be, reflected on such Pro Forma Return for such period and the aggregate amount of the estimated installments paid with respect thereto pursuant to Section 3(b).

(iii) If a Pro Forma Return reflects a Tax Asset that may under applicable law be used to reduce a Federal Tax or Combined State Tax liability of any member of the Rurban Group for any taxable period, Rurban shall pay to RDSI an amount equal to the actual tax saving (which would include refunds actually received) produced by such Tax Asset at the time such Tax saving is realized and the future Pro Forma Returns of RDSI shall be adjusted to reflect such use. The amount of any such tax saving for any taxable period shall be the amount of the reduction in taxes payable to a taxing authority with respect to such tax period as compared to the taxes that would have been payable to a taxing authority with respect to such tax period in the absence of such Tax Asset.

(iv) In the event that Rurban makes a cash deposit with a taxing authority in order to stop the running of interest or makes a payment of tax and correspondingly takes action to recoup such payment (such as suing for a refund), RDSI shall pay to Rurban an amount equal to RDSI’s share of the amount so deposited or paid (calculated in a manner consistent with the determinations provided in this Section 3). Upon receipt by Rurban of a refund of any amounts paid by it in respect of which RDSI shall have advanced an amount hereunder, Rurban shall pay to RDSI the amount of such refund, together with any interest received by it on such refund. If and to the extent that any claim for refund or contest based thereupon shall be unsuccessful, the payment by RDSI under this Section 3(c)(iv) shall be credited toward RDSI’s obligations under this Section 3(c)(iv) and any other payment obligation of RDSI under Section 3(d) below.

(d) Treatment of Adjustments. If any adjustment is made in a Federal Tax return of the Rurban Group or in a return relating to a Combined State Tax, after the filing thereof, in which income or loss of RDSI is included, then at the time of a Final Determination of the adjustment, RDSI shall pay to Rurban or Rurban shall pay to RDSI, as the case may be, the difference between all payments actually made under Section 3 with respect to the taxable year or period covered by such tax Return and all payments that would have been made under Section 3 taking such adjustment into account, together with any penalties actually paid and interest for each day until the date of Final Determination calculated at a rate equal to Prime rate.

(e) Carrybacks From Post-Distribution Years.

(i) Any carryback to a Pre-Distribution Period of a Tax Asset of RDSI from a Post-Distribution Period shall be for the benefit of RDSI. Rurban agrees to pay to RDSI the actual tax benefit received by the Rurban Consolidated Group from the use in any Pre-Distribution Tax Period of a carryback of any Tax Asset of RDSI from a Post-Distribution Tax Period. Such benefit shall be equal to the excess of (i) the amount of Federal Taxes, or Combined State Taxes, as the case may be, that would have been payable (or of the tax refund that would have been receivable) by the Rurban Consolidated Group in the absence of such carryback from RDSI over (ii) the amount of Federal Taxes or Combined State Taxes, as the case may be, actually payable (or of the tax refund actually receivable) by the Rurban Consolidated Group. In the event that a carryback of RDSI is the sole reason for Rurban to file a refund claim, Rurban shall at the expense of RDSI file appropriate refund claims within a reasonable period after being requested by RDSI to do so.

(ii) If, subsequent to the payment by Rurban to RDSI of any amount, there shall be (A) a Final Determination that results in a disallowance or a reduction of the Tax Asset so carried back or (B) a reduction in the amount of the benefit realized by the Rurban Consolidated Group from such Tax Asset as a result of a Final Determination or the use by the Rurban Consolidated Group of a Tax Asset of the Rurban Group, RDSI shall repay to Rurban, within 90 days of such event described in (A) or (B) (an “Event” or, collectively the “Events”) any amount that would not have been payable to RDSI pursuant to this Section 3(e) had the amount of the benefit been determined in light of the Events. In addition, RDSI shall hold each member of the Rurban Group harmless from any penalty or interest payable by any member of Rurban Group as a result of any such Event. Any such amount shall be paid by RDSI within 90 days of the payment by the Rurban Group of any such interest or penalty. Nothing in this Section 3(e) shall require Rurban to file a claim for refund of Federal Taxes or Combined State Taxes that Rurban, in its sole discretion, determines lacks substantial authority, as defined in the Code and the regulations thereunder.

(iii) Any refunds or credits of tax received by a member of the Rurban Group or RDSI, as the case may be, relating to a Pre-Distribution Tax Period, to the extent attributable to any item of income, loss, credit, deduction or other tax attribute of RDSI or any member of the Rurban Group, respectively, shall be paid by such member of the Rurban Group or RDSI, respectively, to RDSI or Rurban, respectively, within 90 days of receipt; provided, however, that no such payment shall be required to the extent such refund or credit is attributable to (A) a Tax Asset of RDSI or the Rurban Group, respectively, for which payment has previously been made by the Rurban Group or RDSI, respectively, pursuant to Section 3(c)(iii), 3(e)(1) or 3(e)(iii), or (B) an adjustment for which payment in respect thereof has previously been made pursuant to Section 3(d).

Certain Representations and Covenants.

(a) Representations.

(i) RDSI Representations. Other than the Merger, RDSI represents that, on the date hereof there is, and as of the Distribution Date there will be, no plan or intention (A) to liquidate RDSI or to merge or consolidate RDSI, or any subsidiary with any other person subsequent to the Distribution, (B) to sell or otherwise dispose of any asset of RDSI subsequent to the Distribution, except in the ordinary course of business, (C) to take any action inconsistent with the information and representations provided by Rurban and RDSI in their certificate furnished to tax counsel, Vorys Sater, Seymour and Pease LLP, for preparation of its tax opinion regarding the Distribution (the “Representation Letter”), (D) to repurchase stock of RDSI in a manner contrary to the requirements of Revenue Procedure 96-30 or in a manner contrary to the statements in the Representation Letter, or (E) to enter into any negotiations, agreements, or arrangements with respect to transactions or events (including stock issuances, pursuant to the exercise of options or otherwise, option grants, capital contributions, or acquisitions, but not including the Distribution) which may cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly RDSI stock representing a “50-percent or greater interest” within the meaning of Section 355(d)(4) of the Code.

(ii) Rurban Representations. Rurban and each member of the Rurban Group represent that, on the date hereof there is, and as of the Distribution Date there will be, no plan or intention to take any action inconsistent with the information and representations furnished in the Representation Letter.

(iii) RDSI and Rurban Representations. Except as set forth in the Merger Agreement, each of RDSI, Rurban and the Rurban Group, respectively, represent that, on the date hereof (and as of the Distribution Date), neither RDSI, Rurban nor the members of the Rurban Group, respectively (as applicable), is (or will be as of the Distribution Date) aware of any present plan or intention by the current shareholders of Rurban to sell, exchange, transfer by gift, or otherwise dispose of any of their stock in, or securities of, Rurban or RDSI subsequent to the Distribution.

(b) RDSI Covenants. RDSI covenants to Rurban that, except as set forth in the Merger Agreement, (i) during the two-year period following the Distribution Date, RDSI will not liquidate, merge or consolidate with any other person, (ii) during the two-year period following the Distribution Date, RDSI will not sell, exchange, distribute or otherwise dispose of its assets except in the ordinary course of business, (iii) following the Distribution, RDSI will, for a minimum of two years, continue the active conduct of the historic business conducted by RDSI throughout the five-year period prior to the Distribution, (iv) RDSI will not, nor will it permit any subsidiary to, take any action inconsistent with the information and representations in the Representation Letter, (v) RDSI will not repurchase stock of RDSI in a manner contrary to the requirements of Revenue Procedure 96-30 or in a manner contrary to the representations furnished in the Representation Letter, (vi) on or after the Distribution Date, it will not make or change any accounting method, change its taxable year, amend any tax Return or take any tax position on any tax Return, take any other action, omit to take any action or enter into any transaction that results in any increased tax liability or reduction of any Tax Asset of the Rurban Consolidated Group or any member thereof in respect of any Pre-Distribution Tax Period, (vii) during the tax period of RDSI that begins immediately after the Distribution Date, it will not enter into any transaction or take any other action that is motivated, in whole or in part, by tax considerations, (viii) during the applicable period provided in Section 355(e)(2)(B) of the Code with respect to the Distribution, it will not enter into any transaction or make any change in equity structure (including stock issuances, pursuant to the exercise of options, option grants or otherwise, capital contributions, or acquisitions, but not including the Distribution) which may cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly RDSI stock representing a “50-percent or greater interest” within the meaning of Section 355(d)(4) of the Code, and (ix) it will file federal consolidated returns with any subsidiary for any tax period after the Distribution Date when such subsidiary would otherwise be required to file a Return.

(c) Exceptions. Notwithstanding the foregoing, RDSI may take actions inconsistent with the covenants contained in Section 4(b)(i) through (vii) above, if:

(i) RDSI obtains a ruling from the IRS to the effect that such actions will not result in the Distribution being taxable to Rurban or its shareholders; or

(ii) RDSI obtains an opinion of counsel recognized as an expert in federal income tax matters and acceptable to Rurban to the same effect as in Section 4(c)(i), provided such opinion is reasonably acceptable to Rurban.

(d) Deductions and Certain Taxes Related to Options.

(i) Rurban shall file Returns claiming (A) the tax deductions attributable to the exercise of options to purchase stock of Rurban or the vesting of Rurban restricted stock which are held by employees or former employees of RDSI or (B) any other similar compensation-related tax deductions. The Returns of the Rurban Group and RDSI shall reflect the entitlement of Rurban to such deductions. To the extent such deductions are disallowed because a taxing authority determines that RDSI should have claimed such deductions, as consideration for Rurban’s issuance of shares of its stock as a result of an event described in clause (A) of the preceding sentence, RDSI shall pay to the Rurban Group an amount equal to the tax paid by the Rurban Group as a result of such disallowance. Upon the exercise of any option or the vesting of any restricted stock described in clause (A), or the occurrence of any other event that would result in a compensation-related tax deduction, as the case may be, RDSI (as agent for the Rurban Group) shall prepare and file all applicable tax Returns and pay the applicable tax liability under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act or any state employment tax law in connection with such event.

(ii) RDSI shall file Returns claiming (A) the tax deductions attributable to the exercise of options to purchase stock of RDSI which are held by employees or former employees of the Rurban Group or (B) any other similar compensation-related tax deductions. The Returns of the Rurban Group and RDSI shall reflect the entitlement of RDSI to such deductions. To the extent such deductions are disallowed because a taxing authority determines that the Rurban Group should have claimed such deductions, as consideration for RDSI’s issuance of shares of its stock as a result of an event described in clause (A) of the preceding sentence, the Rurban Group shall pay to RDSI an amount equal to the tax paid by RDSI as a result of such disallowance. Upon the exercise of any option described in the immediately preceding clause (A), or the occurrence of any other event that would result in a compensation-related tax deduction, as the case may be, the Rurban Group (as agent for RDSI) shall prepare and file all applicable tax Returns and pay the applicable tax liability under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act or any state employment tax law in connection with the exercise of such an option.

Indemnities.

(a) RDSI Indemnity. RDSI will indemnify Rurban and the members of the Rurban Group that were members of the Rurban Consolidated Group (that included RDSI) against and hold them harmless from:

(i) any RDSI Tax Liability;

(ii) any liability or damage resulting from a breach by RDSI of any representation or covenant made by RDSI herein; and

(iii) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any tax liability or damage described in (i) or (ii) including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such tax, liability or damage.

(b) Rurban Indemnity. Rurban and each member of the Rurban Group will jointly and severally indemnify RDSI against and hold it harmless from:

(i) any Rurban Group Tax Liability and any tax liability resulting from the Distribution, other than any such liabilities described in Section 5(a);

(ii) any liability or damage resulting from a breach by Rurban or any member of the Rurban Group of any representation or covenant made by Rurban herein; and

If a member of the Rurban Group ceases to be a member of the Rurban Group as a result of a sale of its stock to a third party (whether or not treated as a sale of stock for tax purposes), such member of the Rurban Group shall be released from its obligations under this Agreement upon such sale and neither Rurban nor any member of the Rurban Group shall have any obligation to indemnify RDSI under Section 5(b)(iii) for any liability or damage attributable to actions taken by such member after such sale.

(c) Discharge of Indemnity. RDSI, Rurban, and the members of the Rurban Group, respectively, shall discharge their obligations under Section 5(a) and 5(b) hereof, respectively, by paying the relevant amount within 30 days of demand therefor. After a Final Determination of an obligation of RDSI under Section 5(a), Rurban shall send a statement to RDSI showing the amount due thereunder. After a Final Determination of an obligation of Rurban or any member of the Rurban Group under Section 5(b), RDSI shall send a statement to Rurban showing the amount due thereunder. Calculation mechanics relating to items described in Section 5(a)(i) are set forth in Section 3(c). Notwithstanding the foregoing, if either RDSI, Rurban or any member of the Rurban Group disputes in good faith the fact or the amount of its obligation under Section 5(a) or Section 5(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 16 hereof; provided, however, that any amount not paid within 30 days of demand therefor shall bear interest as provided in Section 9.

(d) Tax Benefits. If an indemnification obligation of any member of the Rurban Group or RDSI, as the case may be, under this Section 5 with respect to the Rurban Consolidated Group arises in respect of an adjustment that makes allowable to RDSI or a member of the Rurban Group, respectively, any deduction, amortization, exclusion from income or other allowance (a “Tax Benefit”) that would not, but for such adjustment, be allowable, then any payment by any member of the Rurban Group or RDSI, respectively, pursuant to this Section 5 shall be an amount equal to (i) the amount otherwise due but for this subsection (d), minus (ii) the present value of the product of the Tax Benefit multiplied by (A) the maximum federal, foreign or state, as the case may be, corporate tax rate in effect at the time such Tax Benefit becomes allowable to RDSI or a member of the Rurban Group (as the case may be) or (B) in the case of a credit, 100 percent. The present value of such product shall be determined by discounting such product from the time the Tax Benefit becomes allowable at a rate equal to Prime.

Subsidiaries.

(a) Performance. Rurban agrees and acknowledges that Rurban shall be responsible for the performance of the obligations of each member of the Rurban Group hereunder applicable to such subsidiary.

(b) Application to Present and Future Subsidiaries. This Agreement is being entered into by Rurban and RDSI on behalf of themselves and each member of the Rurban Group and RDSI Group, respectively. This Agreement shall constitute a direct obligation of each such member and shall be deemed to have been readopted and affirmed on behalf of any corporation that becomes a member of the Rurban Group or the RDSI Group in the future.

Communication and Cooperation.

(a) Consult and Cooperate. RDSI and Rurban shall consult and cooperate (and shall cause each member of the RDSI Group or the Rurban Group, respectively, to cooperate) fully at such time and to the extent reasonably requested by the other party in connection with all matters subject to this Agreement. Such cooperation shall include, without limitation,

(i) the retention and provision on reasonable request of any and all information including all books, records, documentation or other information pertaining to tax matters relating to the Rurban Group and the RDSI Group, any necessary explanations of information, and access to personnel, until two years after the expiration of the applicable statute of limitations (giving effect to any extension, waiver, or mitigation thereof);

(ii) the execution of any document that may be necessary or helpful in connection with any required Return or in connection with any audit, proceeding, suit or action; and

(iii) the use of the parties’ best efforts to obtain any documentation from a governmental authority or a third party that may be necessary or helpful in connection with the foregoing.

(b) Provide Information. Rurban and RDSI shall keep each other fully informed with respect to any material development relating to the matters subject to this Agreement.

(c) Tax Attribute Matters. Rurban and RDSI shall advise each other with respect to any proposed tax adjustments relating to a Pre-Distribution Tax Period, which are the subject of an audit or investigation, or are the subject of any proceeding or litigation, and which may affect any tax liability or any tax attribute of Rurban, RDSI, the Rurban Group, or any member of the RDSI Group or the Rurban Group (including, but not limited to, basis in an asset or the amount of earnings and profits). Except as otherwise provided herein, Rurban shall determine the apportionment of tax attributes between the Rurban Group and RDSI in accordance with applicable laws.

Audits and Contest.

(a) Notwithstanding anything in this Agreement to the contrary, Rurban shall have full control over all matters relating to any tax Return or any Tax Proceeding relating to any tax matters of at least one member of the Rurban Consolidated Group. Except as provided in Sections 8(b) and 8(c), Rurban shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any matter described in the preceding sentence.

(b) No settlement of any Tax Proceeding relating to any matter that would cause a payment obligation under Sections 5(a) or 5(b) shall be accepted or entered into by or on behalf of the party entitled to receive a payment under either Section 5(a) or 5(b), whichever is applicable, unless the party ultimately responsible for such payment under either Section 5(a) or 5(b), whichever is applicable (the “Indemnitor”), consents thereto in writing. Such consent shall not be withheld unless “substantial authority” (as defined under Treasury Regulation 1.6662-4(d)(2)) exists for the tax position of the Indemnitor. If the Indemnitor does not respond to the indemnified party’s written request for consent within 30 days, the Indemnitor will be deemed to have consented to the settlement.

(c) The indemnified party agrees to give prompt notice to the Indemnitor of proposed adjustments from any tax audit, the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. The indemnified party agrees to allow reasonable participation of the Indemnitor in any such audit or proceeding at the election of the Indemnitor. The expense of such participation shall be borne by the Indemnitor.

(d) With respect to any non-combined state, local, or foreign Returns relating to taxes solely attributable to RDSI or the RDSI Group, RDSI or the RDSI Group shall have full control over all matters relating to any Tax Proceeding in connection therewith. RDSI and the members of the RDSI Group shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any matter described in the preceding sentence.

(e) Expenses incurred in complying with or responding to tax audits will be shared equally between Rurban and RDSI. Notwithstanding the foregoing, the Indemnitor will pay all expenses (i) related to its own elective participation under Section 8(c), or (ii) expenses arising as a result of withheld consent under Section 8(b). Additionally, Rurban or RDSI will bear the cost of defending any dispute with any tax authority regarding audit findings or assessments that are substantially restricted to a member or members of the Rurban Group, or the RDSI Group, as applicable.

Payments.

All payments to be made hereunder shall be made in immediately available funds. Except as otherwise provided, all payments required to be made pursuant to this Agreement will be due 90 days after the receipt of notice of such payment or, where no notice is required, 90 days after the fixing of liability or the resolution of a dispute. Payments shall be deemed made when received. Any payment that is not made when due shall bear interest at a rate equal to Prime rate for each day until paid. If, pursuant to a Final Determination, any amount paid by Rurban or the members of the Rurban Group or RDSI or the members of the RDSI Group, as the case may be, pursuant to this Agreement results in any increased tax liability or reduction of any Tax Asset of RDSI or any member of the RDSI Group or Rurban or any member of the Rurban Group, respectively, then Rurban, or RDSI, as appropriate, shall indemnify the other party and hold it harmless from any interest or penalty attributable to such increased tax liability or the reduction of such Tax Asset and shall pay to the other party, in addition to amounts otherwise owed, the After-Tax Amount.

10.

Notices.

Any notice, demand, claim, or other communication under this Agreement shall be in writing and shall be deemed to have been given upon the delivery or mailing thereof, as the case may be, if delivered personally or sent by certified mail, return receipt requested, postage prepaid, to the parties at the following addresses (or at such other address as a party may specify by notice to the other):

If to Rurban, to:

Rurban Financial Corp.

401 Clinton Street

Defiance, OH 43512

Attention: President

Fax: (419) 784-4085

If to RDSI, to:

Rurban Data Services, Inc.

7622 State Route 66 N.

Defiance, OH 43512

Attention: President

Fax: (419) 784-6542

11.

Costs and Expenses.

(a) Reimbursement for Certain Services. Rurban shall provide services in connection with this Agreement, including but not limited to, those services relating to the preparation of returns (including Pro Forma Returns) and determination of RDSI Tax Liability as described in Sections 2 and 3. As compensation for these services, RDSI shall pay Rurban a reasonable fee. RDSI and Rurban shall agree upon a reasonable fee or a reasonable method to calculate the fee. Thereafter, Rurban shall calculate the fee payable and invoice RDSI for the fee.

(b) Others. Except as expressly set forth in this Agreement, each party shall bear its own costs and expenses incurred pursuant to this Agreement. For purposes of this Agreement, “out-of-pocket” expenses shall include reasonable attorneys’ fees, accountant fees and other related professional fees and disbursements.

12.

Effectiveness; Termination and Survival.

This Agreement shall become effective upon the consummation of the Distribution. All rights and obligations arising hereunder with respect to a Pre-Distribution Tax Period shall survive until they are fully effectuated or performed; provided, however, that, notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect and its provisions shall survive for the full period of all applicable statutes of limitations (giving effect to any extension, waiver or mitigation thereof).

13.

Section Headings.

The headings contained in this Agreement are inserted for convenience only and shall not constitute a part hereof or in any way affect the meaning or interpretation of this Agreement.

14.

Entire Agreement; Amendments and Waivers; Severability.

(a) Entire Agreement. This Agreement and the exhibits hereto contain the entire understanding of the parties hereto with respect to the subject matter contained herein. No alteration, amendment, modification, or waiver of any of the terms of this Agreement shall be valid unless made by an instrument signed by an authorized officer of each of Rurban and RDSI, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b) Amendments and Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver hereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege. This Agreement shall not be waived, amended or otherwise modified except as in writing, duly executed by all of the parties hereto.

(c) Severability. If any provision of this Agreement or the application of any such provision to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable to any extent, the remainder of this Agreement or such provision or the application of such provision to such party or circumstance, other than those to which it is so determined to be invalid, illegal or unenforceable, shall remain in full force and effect to the fullest extent permitted by law and shall not be affected thereby, unless such a construction would be unreasonable.

15.

Governing Law and Interpretation.

This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Ohio without giving effect to laws and principles relating to conflicts of law.

16.

Dispute Resolution.

If the parties hereto are unable to resolve any disagreement or dispute relating to this Agreement within 20 days, such disagreement or dispute shall be resolved by a recognized law firm or accounting firm expert in tax matters in the relevant jurisdiction or that is mutually acceptable to the parties hereto (a “Referee”). A Referee so chosen shall resolve any such disagreement pursuant to such procedures as it may deem advisable. Any such resolution shall be binding on the parties hereto without further recourse. Except as otherwise provided herein, the costs of any Referee shall be apportioned between Rurban and RDSI as determined by such Referee in such manner as the Referee deems reasonable, taking into account the circumstances of the dispute, the conduct of the parties and the result of the dispute.

17.

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

18.

Assignments; Third-Party Beneficiaries.

Except as provided below, this Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and assigns, by merger, acquisition of assets or otherwise (including but not limited to any successor of a party hereto succeeding to the tax attributes of such party under applicable law). This Agreement is not intended to benefit any person other than the parties hereto and such successors and assigns, and no such other person shall be a third-party beneficiary hereof.

19.

Further Assurances.

Rurban and RDSI shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any exhibit, document or other instrument delivered pursuant hereto.

20.

Authorization, etc.

Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party that this Agreement constitutes a legal, valid and binding obligation of each such party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or law or of its charter or bylaws or any agreement, instrument or order binding on such party.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year first written above.

	RURBAN FINANCIAL CORP., on its own behalf and on behalf of each other member of the Rurban Group

	By:	/s/ Mark A. Klein
	Title:	President and CEO

	Date:	March 16, 2010

	RURBANC DATA SERVICES, INC.

	By:	/s/ Kenneth A. Joyce
	Title:	President and CEO

	Date:	March 16, 2010

Annex D

OPINION OF AUSTIN ASSOCIATES, LLC

December 16, 2009

Personal & Confidential

Board of Directors

Rurban Financial Corp.

401 Clinton St.

Defiance, Ohio 43512

Members of the Board:

You have requested our opinion as to the fairness, from a financial point of view, to Rurbanc Data Services, Inc. (“RDSI”) and its sole shareholder, Rurban Financial Corp. (“Rurban”), of the terms of the Agreement and Plan of Merger (the “Agreement”) dated as of April 25, 2009 among RDSI, NC Merger Corp. and New Core Holdings, Inc. (“New Core”).

The terms of the Agreement provide that New Core shareholders will receive between 15.5% and 26.8% of the aggregate RDSI common shares outstanding immediately following the merger. The merger consideration will be calculated and paid as follows:

Board of Directors

December 16, 2009

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Austin Associates, LLC (“Austin”) as part of its investment banking practice is customarily engaged in advising and valuing companies in connection with mergers and acquisitions and other corporate transactions. In connection with rendering our opinion set forth herein, we have among other things:

Reviewed the Merger Agreement and all related documents and contracts;

ii.

Reviewed the audited financial statements of Rurban for the years-ended December 31, 2006, 2007 and 2008 and the unaudited financial statements of Rurban for the nine month period ending September 30, 2009;

iii.

Reviewed the audited financial statements of RDSI for the years-ended December 31, 2007 and 2008 and the unaudited financial statements of RDSI for the nine month period ending September 30, 2009;

iv.

Reviewed the audited financial statements of New Core for the twelve month period ending December 31, 2008 and the unaudited financial statements of New Core for the nine month period ending September 30, 2009;

Reviewed the financial and operating information with respect to the business, operations and prospects of Rurban, RDSI and New Core;

vi.

Held discussions with management of Rurban, RDSI and New Core regarding the historical and current business operations, financial condition and future prospects of their respective companies;

vii.

Reviewed financial and market data of companies in a similar line of business as RDSI; and

viii.

Conducted such other studies, analyses, inquiries and examinations as Austin deemed appropriate.

In our review and analysis, we relied upon the accuracy and completeness of the information provided to us or publicly available, and have not attempted to verify the same. We have assumed in the course of obtaining the necessary approvals for the transaction, no condition will be imposed that will have a material adverse effect on the contemplated benefits of the transaction to Rurban or RDSI. We have further assumed that the spin-off of RDSI from Rurban will be treated as a tax-free spin-off under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”) and the merger of RDSI with New Core will be treated as a tax-free reorganization under Section 368(a) of the Code.

Board of Directors

December 16, 2009

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This opinion is based on economic, market and other conditions existing as of the date hereof. This opinion is limited to the fairness, from a financial point of view, to RDSI and Rurban, as the sole shareholder of RDSI, of the terms of the Agreement, and does not address the underlying business decision by the Board of Directors to pursue the spin-off of RDSI from Rurban or the merger of RDSI with New Core.

As part of its engagement, Austin will receive a fee for the issuance of this opinion. The payment of such fee is not contingent upon consummation of the transaction. In addition, Rurban has agreed to indemnify Austin against certain liabilities.

Based upon our analysis and subject to the qualifications described herein, we believe that as of the date of this letter, the terms of the Agreement are fair, from a financial point of view, to RDSI and Rurban, as the sole shareholder of RDSI.

Respectfully,

Austin Associates, LLC

Annex E

SECTIONS 607.1301 TO 607.1333 OF THE FLORIDA BUSINESS CORPORATION ACT

607.1301. Appraisal rights; definitions

The following definitions apply to ss. 607.1302 - 607.1333:

(1) “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof. For purposes of s. 607.1302(2)(d), a person is deemed to be an affiliate of its senior executives.

(2) “Beneficial shareholder” means a person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner’s behalf.

(3) “Corporation” means the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in ss. 607.1322 - 607.1333, includes the surviving entity in a merger.

(4) “Fair value” means the value of the corporation’s shares determined:

(a) Immediately before the effectuation of the corporate action to which the shareholder objects.

(b) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable to the corporation and its remaining shareholders.

(5) “Interest” means interest from the effective date of the corporate action until the date of payment, at the rate of interest on judgments in this state on the effective date of the corporate action.

(6) “Preferred shares” means a class or series of shares the holders of which have preference over any other class or series with respect to distributions.

(7) “Record shareholder” means the person in whose name shares are registered in the records of the corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation.

(8) “Senior executive” means the chief executive officer, chief operating officer, chief financial officer, or anyone in charge of a principal business unit or function.

(9) “Shareholder” means both a record shareholder and a beneficial shareholder.

607.1302. Right of shareholders to appraisal

(1) A shareholder of a domestic corporation is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder’s shares, in the event of any of the following corporate actions:

(a) Consummation of a conversion of such corporation pursuant to s. 607.1112 if shareholder approval is required for the conversion and the shareholder is entitled to vote on the conversion under ss. 607.1103 and 607.1112(6), or the consummation of a merger to which such corporation is a party if shareholder approval is required for the merger under s. 607.1103 and the shareholder is entitled to vote on the merger or if such corporation is a subsidiary and the merger is governed by s. 607.1104;

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(b) Consummation of a share exchange to which the corporation is a party as the corporation whose shares will be acquired if the shareholder is entitled to vote on the exchange, except that appraisal rights shall not be available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not exchanged;

(c) Consummation of a disposition of assets pursuant to s. 607.1202 if the shareholder is entitled to vote on the disposition, including a sale in dissolution but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within 1 year after the date of sale;

(d) An amendment of the articles of incorporation with respect to the class or series of shares which reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created;

(e) Any other amendment to the articles of incorporation, merger, share exchange, or disposition of assets to the extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors, except that no bylaw or board resolution providing for appraisal rights may be amended or otherwise altered except by shareholder approval; or

(f) With regard to a class of shares prescribed in the articles of incorporation prior to October 1, 2003, including any shares within that class subsequently authorized by amendment, any amendment of the articles of incorporation if the shareholder is entitled to vote on the amendment and if such amendment would adversely affect such shareholder by:

1. Altering or abolishing any preemptive rights attached to any of his or her shares;

2. Altering or abolishing the voting rights pertaining to any of his or her shares, except as such rights may be affected by the voting rights of new shares then being authorized of any existing or new class or series of shares;

3. Effecting an exchange, cancellation, or reclassification of any of his or her shares, when such exchange, cancellation, or reclassification would alter or abolish the shareholder’s voting rights or alter his or her percentage of equity in the corporation, or effecting a reduction or cancellation of accrued dividends or other arrearages in respect to such shares;

4. Reducing the stated redemption price of any of the shareholder’s redeemable shares, altering or abolishing any provision relating to any sinking fund for the redemption or purchase of any of his or her shares, or making any of his or her shares subject to redemption when they are not otherwise redeemable;

5. Making noncumulative, in whole or in part, dividends of any of the shareholder’s preferred shares which had theretofore been cumulative;

6. Reducing the stated dividend preference of any of the shareholder’s preferred shares; or

7. Reducing any stated preferential amount payable on any of the shareholder’s preferred shares upon voluntary or involuntary liquidation.

(2) Notwithstanding subsection (1), the availability of appraisal rights under paragraphs (1)(a), (b), (c), and (d) shall be limited in accordance with the following provisions:

(a) Appraisal rights shall not be available for the holders of shares of any class or series of shares which is:

1. Listed on the New York Stock Exchange or the American Stock Exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.; or

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2. Not so listed or designated, but has at least 2,000 shareholders and the outstanding shares of such class or series have a market value of at least $10 million, exclusive of the value of such shares held by its subsidiaries, senior executives, directors, and beneficial shareholders owning more than 10 percent of such shares.

(b) The applicability of paragraph (a) shall be determined as of:

1. The record date fixed to determine the shareholders entitled to receive notice of, and to vote at, the meeting of shareholders to act upon the corporate action requiring appraisal rights; or

2. If there will be no meeting of shareholders, the close of business on the day on which the board of directors adopts the resolution recommending such corporate action.

(c) Paragraph (a) shall not be applicable and appraisal rights shall be available pursuant to subsection (1) for the holders of any class or series of shares who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in paragraph (a) at the time the corporate action becomes effective.

(d) Paragraph (a) shall not be applicable and appraisal rights shall be available pursuant to subsection (1) for the holders of any class or series of shares if:

1. Any of the shares or assets of the corporation are being acquired or converted, whether by merger, share exchange, or otherwise, pursuant to the corporate action by a person, or by an affiliate of a person, who:

a. Is, or at any time in the 1-year period immediately preceding approval by the board of directors of the corporate action requiring appraisal rights was, the beneficial owner of 20 percent or more of the voting power of the corporation, excluding any shares acquired pursuant to an offer for all shares having voting power if such offer was made within 1 year prior to the corporate action requiring appraisal rights for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action; or

b. Directly or indirectly has, or at any time in the 1-year period immediately preceding approval by the board of directors of the corporation of the corporate action requiring appraisal rights had, the power, contractually or otherwise, to cause the appointment or election of 25 percent or more of the directors to the board of directors of the corporation; or

2. Any of the shares or assets of the corporation are being acquired or converted, whether by merger, share exchange, or otherwise, pursuant to such corporate action by a person, or by an affiliate of a person, who is, or at any time in the 1-year period immediately preceding approval by the board of directors of the corporate action requiring appraisal rights was, a senior executive or director of the corporation or a senior executive of any affiliate thereof, and that senior executive or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than:

a. Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action;

b. Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in s. 607.0832; or

c. In the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of such entity or such affiliate.

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(e) For the purposes of paragraph (d) only, the term “beneficial owner” means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares, provided that a member of a national securities exchange shall not be deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because such member is the record holder of such securities if the member is precluded by the rules of such exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby shall be deemed to have acquired beneficial ownership, as of the date of such agreement, of all voting shares of the corporation beneficially owned by any member of the group.

(3) Notwithstanding any other provision of this section, the articles of incorporation as originally filed or any amendment thereto may limit or eliminate appraisal rights for any class or series of preferred shares, but any such limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately prior to the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange, or other right existing immediately before the effective date of such amendment shall not apply to any corporate action that becomes effective within 1 year of that date if such action would otherwise afford appraisal rights.

(4) A shareholder entitled to appraisal rights under this chapter may not challenge a completed corporate action for which appraisal rights are available unless such corporate action:

(a) Was not effectuated in accordance with the applicable provisions of this section or the corporation’s articles of incorporation, bylaws, or board of directors’ resolution authorizing the corporate action; or

(b) Was procured as a result of fraud or material misrepresentation.

607.1303. Assertion of rights by nominees and beneficial owners

(1) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder’s name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder’s name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder’s other shares were registered in the names of different record shareholders.

(2) A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder:

(a) Submits to the corporation the record shareholder’s written consent to the assertion of such rights no later than the date referred to in s. 607.1322(2)(b)2.

(b) Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.

607.1320. Notice of appraisal rights

(1) If proposed corporate action described in s. 607.1302(1) is to be submitted to a vote at a shareholders’ meeting, the meeting notice must state that the corporation has concluded that shareholders are, are not, or may be entitled to assert appraisal rights under this chapter. If the corporation concludes that appraisal rights are or may be available, a copy of ss. 607.1301 — 607.1333 must accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.

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(2) In a merger pursuant to s. 607.1104, the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice must be sent within 10 days after the corporate action became effective and include the materials described in s. 607.1322.

(3) If the proposed corporate action described in s. 607.1302(1) is to be approved other than by a shareholders’ meeting, the notice referred to in subsection (1) must be sent to all shareholders at the time that consents are first solicited pursuant to s. 607.0704, whether or not consents are solicited from all shareholders, and include the materials described in s. 607.1322.

607.1321. Notice of intent to demand payment

(1) If proposed corporate action requiring appraisal rights under s. 607.1302 is submitted to a vote at a shareholders’ meeting, or is submitted to a shareholder pursuant to a consent vote under s. 607.0704, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:

(a) Must deliver to the corporation before the vote is taken, or within 20 days after receiving the notice pursuant to s. 607.1320(3) if action is to be taken without a shareholder meeting, written notice of the shareholder’s intent to demand payment if the proposed action is effectuated.

(b) Must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.

(2) A shareholder who does not satisfy the requirements of subsection (1) is not entitled to payment under this chapter.

607.1322. Appraisal notice and form

(1) If proposed corporate action requiring appraisal rights under s. 607.1302(1) becomes effective, the corporation must deliver a written appraisal notice and form required by paragraph (2)(a) to all shareholders who satisfied the requirements of s. 607.1321. In the case of a merger under s. 607.1104, the parent must deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.

(2) The appraisal notice must be sent no earlier than the date the corporate action became effective and no later than 10 days after such date and must:

(a) Supply a form that specifies the date that the corporate action became effective and that provides for the shareholder to state:

1. The shareholder’s name and address.

2. The number, classes, and series of shares as to which the shareholder asserts appraisal rights.

3. That the shareholder did not vote for the transaction.

4. Whether the shareholder accepts the corporation’s offer as stated in subparagraph (b)4.

5. If the offer is not accepted, the shareholder’s estimated fair value of the shares and a demand for payment of the shareholder’s estimated value plus interest.

(b) State:

1. Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subparagraph 2.

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2. A date by which the corporation must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the subsection (1) appraisal notice and form are sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date.

3. The corporation’s estimate of the fair value of the shares.

4. An offer to each shareholder who is entitled to appraisal rights to pay the corporation’s estimate of fair value set forth in subparagraph 3.

5. That, if requested in writing, the corporation will provide to the shareholder so requesting, within 10 days after the date specified in subparagraph 2., the number of shareholders who return the forms by the specified date and the total number of shares owned by them.

6. The date by which the notice to withdraw under s. 607.1323 must be received, which date must be within 20 days after the date specified in subparagraph 2.

1. Financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of the fiscal year ending not more than 15 months prior to the date of the corporation’s appraisal notice, an income statement for that year, a cash flow statement for that year, and the latest available interim financial statements, if any.

2. A copy of ss. 607.1301 — 607.1333.

607.1323. Perfection of rights; right to withdraw

(1) A shareholder who wishes to exercise appraisal rights must execute and return the form received pursuant to s. 607.1322(1) and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to s. 607.1322(2)(b)2. Once a shareholder deposits that shareholder’s certificates or, in the case of uncertificated shares, returns the executed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection (2).

(2) A shareholder who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to s. 607.1322(2)(b)6. A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation’s written consent.

(3) A shareholder who does not execute and return the form and, in the case of certificated shares, deposit that shareholder’s share certificates if required, each by the date set forth in the notice described in subsection (2), shall not be entitled to payment under this chapter.

607.1324. Shareholder’s acceptance of corporation’s offer

(1) If the shareholder states on the form provided in s. 607.1322(1) that the shareholder accepts the offer of the corporation to pay the corporation’s estimated fair value for the shares, the corporation shall make such payment to the shareholder within 90 days after the corporation’s receipt of the form from the shareholder.

(2) Upon payment of the agreed value, the shareholder shall cease to have any interest in the shares.

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607.1326. Procedure if shareholder is dissatisfied with offer

(1) A shareholder who is dissatisfied with the corporation’s offer as set forth pursuant to s. 607.1322(2)(b)4 must notify the corporation on the form provided pursuant to s. 607.1322(1) of that shareholder’s estimate of the fair value of the shares and demand payment of that estimate plus interest.

(2) A shareholder who fails to notify the corporation in writing of that shareholder’s demand to be paid the shareholder’s stated estimate of the fair value plus interest under subsection (1) within the timeframe set forth in s. 607.1322(2)(b)2 waives the right to demand payment under this section and shall be entitled only to the payment offered by the corporation pursuant to s. 607.1322(2)(b)4.

607.1330. Court action

(1) If a shareholder makes demand for payment under s. 607.1326 which remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, any shareholder who has made a demand pursuant to s. 607.1326 may commence the proceeding in the name of the corporation.

(2) The proceeding shall be commenced in the appropriate court of the county in which the corporation’s principal office, or, if none, its registered office, in this state is located. If the corporation is a foreign corporation without a registered office in this state, the proceeding shall be commenced in the county in this state in which the principal office or registered office of the domestic corporation merged with the foreign corporation was located at the time of the transaction.

(3) All shareholders, whether or not residents of this state, whose demands remain unsettled shall be made parties to the proceeding as in an action against their shares. The corporation shall serve a copy of the initial pleading in such proceeding upon each shareholder party who is a resident of this state in the manner provided by law for the service of a summons and complaint and upon each nonresident shareholder party by registered or certified mail or by publication as provided by law.

(4) The jurisdiction of the court in which the proceeding is commenced under subsection (2) is plenary and exclusive. If it so elects, the court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them or in any amendment to the order. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.

(5) Each shareholder made a party to the proceeding is entitled to judgment for the amount of the fair value of such shareholder’s shares, plus interest, as found by the court.

(6) The corporation shall pay each such shareholder the amount found to be due within 10 days after final determination of the proceedings. Upon payment of the judgment, the shareholder shall cease to have any interest in the shares.

607.1331. Court costs and counsel fees

(1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(2) The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

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(a) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with ss. 607.1320 and 607.1322; or

(b) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(3) If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefited.

(4) To the extent the corporation fails to make a required payment pursuant to s. 607.1324, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all costs and expenses of the suit, including counsel fees.

607.1332. Disposition of acquired shares

Shares acquired by a corporation pursuant to payment of the agreed value thereof or pursuant to payment of the judgment entered therefor, as provided in this chapter, may be held and disposed of by such corporation as authorized but unissued shares of the corporation, except that, in the case of a merger or share exchange, they may be held and disposed of as the plan of merger or share exchange otherwise provides. The shares of the surviving corporation into which the shares of such shareholders demanding appraisal rights would have been converted had they assented to the merger shall have the status of authorized but unissued shares of the surviving corporation.

607.1333. Limitation on corporate payment

(1) No payment shall be made to a shareholder seeking appraisal rights if, at the time of payment, the corporation is unable to meet the distribution standards of s. 607.06401. In such event, the shareholder shall, at the shareholder’s option:

(a) Withdraw his or her notice of intent to assert appraisal rights, which shall in such event be deemed withdrawn with the consent of the corporation; or

(b) Retain his or her status as a claimant against the corporation and, if it is liquidated, be subordinated to the rights of creditors of the corporation, but have rights superior to the shareholders not asserting appraisal rights, and if it is not liquidated, retain his or her right to be paid for the shares, which right the corporation shall be obliged to satisfy when the restrictions of this section do not apply.

(2) The shareholder shall exercise the option under paragraph (1)(a) or paragraph (b) by written notice filed with the corporation within 30 days after the corporation has given written notice that the payment for shares cannot be made because of the restrictions of this section. If the shareholder fails to exercise the option, the shareholder shall be deemed to have withdrawn his or her notice of intent to assert appraisal rights.

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Annex F

AMENDED AND RESTATED ARTICLES OF INCORPORATION

RURBANC DATA SERVICES, INC.

FIRST: The name of the corporation is: Rurbanc Data Services, Inc.

SECOND: The place in the State of Ohio where its principal office is located is in the City of Defiance, County of Defiance.

THIRD: The purposes of the corporation are as follows: To engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

FOURTH: The number of shares which the corporation is authorized to have outstanding is: 13,500,000. Of the shares which the corporation is authorized to have outstanding, Twelve Million (12,000,000) shall be common shares, each without par value, and One Million Five Hundred Thousand (1,500,000) shall be preferred shares, each without par value.

The Board of Directors of the corporation is authorized to adopt amendments to these Articles of Incorporation in respect of any unissued or treasury preferred shares and thereby to fix or change, to the full extent now or hereafter permitted by Ohio law: (1) dividend or distribution rights, which may be cumulative or noncumulative; at a specified rate, amount, or proportion; with or without further participation rights; and in preference to, junior to, or on a parity in whole or in part with dividend or distribution rights of shares of any other class: (2) liquidation rights, preferences, and price; (3) redemption rights and price; (4) sinking fund requirements, which may require the corporation to provide a sinking fund out of earnings or otherwise for the purchase or redemption of the shares or for dividends or distributions on them; (5) conversion rights; (6) restrictions on the issuance of shares; (7) rights of alteration of express terms; (8) the division of such shares into series; (9) the designation and authorized number of shares of each series; and (10) such other rights, preferences and limitations as shall not be inconsistent with this Article FOURTH.

Except as hereinafter provided and as may otherwise be required by the laws of the State of Ohio, all voting power of the corporation for all purposes is vested exclusively in the holders of the common shares. The holders of the common shares shall be entitled to one vote for each common share held. Except as otherwise required by law, the holders of the preferred shares shall not be entitled to vote at meetings of the shareholders of the corporation or to receive notices of such meetings.

FIFTH: The number of directors of the corporation shall be fixed or changed from time to time in accordance with these amended articles and the Regulations and may be increased or decreased, but the number of directors shall in no event be fixed at less than six (6). The Board of Directors shall be divided into two classes, designated Class I and Class II, as nearly equal in number as the then fixed number of directors permits, with the term of office of one class expiring each year. The election of each class of directors shall be a separate election. At the first election of directors following the adoption of these amended articles, directors of Class I shall be elected to hold office for a term expiring at the next annual meeting of shareholders and directors of Class II shall be elected to hold office for a term expiring at the annual meeting of shareholders one year after the next annual meeting of shareholders. At the next annual meeting of shareholders and at each annual meeting of shareholders thereafter, the successors to that class of directors whose term then expires shall be elected to hold office for a two-year term. In the event of any increase in the number of directors of the corporation, the additional directors shall be similarly classified in such a manner that each class of directors shall be as equal in number as possible. In the event of any decrease in the number of directors of the corporation, such decrease shall be effected in such a manner that each class of directors shall be equal in number as possible.

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SIXTH: Notwithstanding any provision of the Ohio Revised Code now or hereafter in force requiring for any purpose the vote, consent, waiver or release of the holders of shares of the corporation entitling them to exercise two-thirds (2/3) or any other proportion (but less than all) of the voting power of the corporation or of any class or classes of shares thereof, for such purpose the vote, consent, waiver or release of the holders of the shares entitling them to exercise a majority of the voting power of the corporation or of such class or classes shall be required; provided, however, that unless two-thirds (2/3) of the whole authorized number of directors of the corporation shall recommend the approval of any of the following matters, the affirmative vote of the holders of shares entitling them to exercise not less than eighty percent (80%) of the voting power of the corporation entitled to vote thereon shall be required to adopt:

(1) a proposed amendment to the articles of the corporation;

(2) proposed new regulations, or an alteration, amendment or repeal of the regulations of the corporation;

(3) an agreement of merger or consolidation providing for the merger or consolidation of the corporation with or into one or more other corporations;

(4) a proposed combination or majority share acquisition involving the issuance of shares of the corporation and requiring shareholder approval;

(5) a proposal to sell, lease, or exchange all or substantially all of the property and assets of the corporation;

(6) a proposed dissolution of the corporation; or

(7) a proposal to fix or change the number of directors by action of the shareholders of the corporation.

The written objection of a director to any such matter submitted to the president or secretary of the corporation not less than three days before the meeting of shareholders at which any such matter is to be considered shall be deemed to be an affirmative vote by such director against such matter.

SEVENTH: No holder of shares of any class of the corporation shall have, as a matter of right, the preemptive right to purchase or subscribe for shares of any class of the corporation now or hereafter authorized, or to purchase or subscribe for securities or other obligations convertible into or exchangeable for such shares or which by warrants or otherwise entitle the holders thereof to subscribe for or purchase any such shares.

EIGHTH: The directors of the corporation shall have the power to cause the corporation from time to time and at any time to purchase, hold, sell, transfer, or otherwise deal with (a) shares of any class or series issued by it; (b) any security or other obligation of the corporation which may confer upon the holder thereof the right to convert the same into shares of any class or series authorized by the articles of the corporation; and (c) any security or other obligation which may confer upon the holder thereof the right to purchase shares of any class or series authorized by the articles of the corporation. The corporation shall have the right to repurchase, if and when any shareholder desires to sell, or on the happening of any event is required to sell, shares of any class or series issued by the corporation. The authority granted in this Article EIGHTH of these articles shall not limit the plenary authority of the directors to purchase, hold, sell, transfer, or otherwise deal with shares of any class or series, securities, or other obligations issued by the corporation or authorized by its articles.

NINTH: A director or officer of the corporation shall not be disqualified by his office from dealing or contracting with the corporation as vendor, purchaser, employee, agent or otherwise. No contract, action, or transaction shall be void or voidable with respect to the corporation for the reason that it is between or affects the corporation and one or more of its directors or officers, or between or affects the corporation and any other person in which one or more of its directors or officers are directors, trustees, or officers, or have a financial or personal interest, or for the reason that one or more interested directors or officers participated in or voted at the meeting of the directors or a committee thereof which authorized such contract, action, or transaction if in any such case (a) the material facts as to the relationship or interest of such director, officer, or other person and as to the contract, action, or transaction are disclosed or are known to the directors or the committee and the directors or committee, in good faith reasonably justified by such facts, authorized the contract, action, or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum; or (b) the material facts as to the relationship or interest of such director, officer, or other person and as to the contract, action, or transaction are disclosed or are known to the shareholders entitled to vote thereon and the contract, action, or transaction is specifically approved at a meeting of the shareholders held for such purpose by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation held by persons not interested in the contract, action or transaction; or (c) the contract, action, or transaction is fair as to the corporation as of the time it is authorized or approved by the directors, a committee thereof, or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at any meeting of the directors, or of a committee thereof, which authorizes the contract, action, or transaction.

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TENTH: (A) In addition to any affirmative vote required by any provision of the Ohio Revised Code or by any other provision hereof, the affirmative vote or consent of the holders of the greater of (a) four-fifths (4/5) of the outstanding common shares or the corporation entitled to vote thereon or (b) that fraction of such outstanding common shares having as the numerator a number equal to the sum of (i) the number of outstanding common shares Beneficially Owned by Controlling Persons (as hereinafter defined) plus (ii) two-thirds (2/3) of the remaining number of outstanding common shares, and as the denominator a number equal to the total number of outstanding common shares entitled to vote, shall be required for the adoption or authorization of a Business Combination (as hereinafter defined) unless:

(1) The Business Combination will result in an involuntary sale, redemption, cancellation or other termination of ownership of all common shares of the corporation owned by shareholders who do not vote in favor of, or consent in writing to, the Business Combination and the cash or fair value of other readily marketable consideration to be received by such shareholders for such shares shall at least be equal to the Minimum Price Per Share (as hereinafter defined); and

(2) A proxy statement responsive to the requirements of the Securities Exchange Act of 1934 shall be mailed to the shareholders of the corporation for the purpose of soliciting shareholder approval of the proposed Business Combination.

(B) For purposes of this Article TENTH, the following definitions shall apply:

(1) “Affiliate” shall mean a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person.

(2) “Associate” shall mean (i) any corporation or organization of which a Person is an officer or partner or is, directly or indirectly, the Beneficial Owner of ten percent (10%) or more of any class of equity securities, (ii) any trust or other estate in which a Person has a ten percent (10%) or greater individual interest of any nature or as to which a Person serves as trustee or in a similar fiduciary capacity, (iii) any spouse of a Person, and (iv) any relative of a Person, or any relative of a spouse of a Person, who has the same residence of such Person or spouse.

(3) “Beneficial Ownership” shall include without limitation (i) all shares directly or indirectly owned by a Person, by an Affiliate of such Person or by an Associate of such Person or such Affiliate, (ii) all shares which such Person, Affiliate or Associate has the right to acquire through the exercise of any option, warrant or right (whether or not currently exercisable), through the conversion of a security, pursuant to the power to revoke a trust, discretionary account or similar arrangement, or pursuant to the automatic termination of a trust, discretionary account or similar arrangement; and (iii) all shares as to which such Person, Affiliate or Associate directly or indirectly through any contract, arrangement, understanding, relationship or otherwise (including without limitation any written or unwritten agreement to act in concert) has or shares voting power (which includes the power to vote or to direct the voting of such shares) or investment power (which includes the power to dispose or direct the disposition of such shares) or both.

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(4) “Business Combination” shall mean (i) any merger or consolidation of the corporation with or into a Controlling Person or an Affiliate of a Controlling Person or an Associate of such Controlling Person or Affiliate, (ii) any sale, lease, exchange, transfer or other disposition, including without limitation a mortgage or any other security device of all or any Substantial Part of the assets of the corporation, including without limitation any voting securities of a Subsidiary, or of the assets of a Subsidiary, to a Controlling Person or Affiliate of a Controlling Person or Associate of such Controlling Person of Affiliate, (iii) any merger into the corporation, or into a Subsidiary, of a Controlling Person or an Affiliate of a Controlling Person or an Associate of such Controlling Person or Affiliate, (iv) any sale, lease, exchange, transfer or other disposition to the corporation or a Subsidiary of all or any part of the assets of a Controlling Person or Affiliate of a Controlling Person or Associate of such Controlling Person or Affiliate but not including any disposition of assets which, if included with all other dispositions consummated during the same fiscal year of the corporation by the same Controlling Person, Affiliates thereof and Associates of such Controlling Person or Affiliates, would not result in dispositions during such year by all such Persons of assets having an aggregate fair value (determined at the time of disposition of the respective assets) in excess of one percent (1%) of the total consolidated assets of the corporation (as shown on its certified balance sheet as of the end of the fiscal year preceding the proposed disposition); provided, however, that in no event shall any disposition of assets be excepted from shareholder approval by reason of the preceding exclusion if such disposition when included with all other dispositions consummated during the same and immediately preceding four (4) fiscal years of the corporation by the same Controlling Person, Affiliate thereof and Associates of such Controlling Person or Affiliates, would result in disposition by all such Persons of assets having an aggregate fair value (determined at the time of disposition of the respective assets) in excess of two percent (2%) of the total consolidated assets of the corporation (as shown on its certified balance sheet as of the end of the fiscal year preceding the proposed disposition), (v) any reclassification of the common shares of the corporation, or any recapitalization involving common shares of the corporation, consummated within five (5) years after a Controlling Person becomes a Controlling Person, and (vi) any agreement, contract or other arrangement providing for any of the transactions described in the definition of Business Combination.

(5) “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(6) “Controlling Person” shall mean any Person who Beneficially Owns shares of the corporation entitling that Person to exercise twenty percent (20%) or more of the voting power of the corporation entitled to vote in the election of directors.

(7) “Minimum Price Per Share” shall mean the sum of (a) the higher of (i) the highest gross per share price paid or agreed to be paid to acquire any common shares of the corporation Beneficially Owned by a Controlling Person, provided such payment or agreement to make payment was made within five (5) years immediately prior to the record date set to determine the shareholders entitled to vote or consent to the Business Combination in question, or (ii) the highest per share closing public market price for such common shares during such five (5) year period, plus (b) the aggregate amount, if any, by which five percent (5%) for each year, beginning on the date on which such Controlling Person became a Controlling Person, of such higher per share price exceeds the aggregate amount of all common share dividends per share paid in cash since the date on which such Person became a Controlling Person. The calculation of the Minimum Price Per Share shall require appropriate adjustments for capital changes, including without limitation stock splits, stock dividends and reverse stock splits.

(8) “Person” shall mean an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, a government or political subdivision thereof, and any other entity.

(9) “Securities Exchange Act of 1934” shall mean the Securities Exchange Act of 1934, as amended from time to time as well as any successor or replacement statute.

(10) “Subsidiary” shall mean any corporation more than twenty-five (25%) of whose outstanding securities entitled to vote for the election of directors are Beneficially Owned by the corporation and/or one or more Subsidiaries.

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(11) “Substantial Part” shall mean more than ten percent (10%) of the total assets of the corporation in question, as shown on its certified balance sheet as of the end of the most recent fiscal year ending prior to the time the determination is being made.

(C) During any period in which there are one or more Controlling Persons, this Article TENTH shall not be altered, changed or repealed unless the amendment effecting such alteration, change or repeal shall have received, in addition to any affirmative vote required by any provision of the Ohio Revised Code or by any other provision hereof, the affirmative vote or consent of the holders of the greater of (a) four-fifths (4/5) of the outstanding common shares of the corporation entitled to vote thereon or (b) that fraction of such outstanding common shares having as the numerator a number equal to the sum of (i) the number of outstanding common shares Beneficially Owned by Controlling Persons plus (ii) two-thirds (2/3) of the remaining number of outstanding common shares, and as the denominator a number equal to the total number of outstanding common shares entitled to vote.

ELEVENTH: Shareholders shall have no right to vote cumulatively in the election of directors.

TWELFTH: These Amended Articles take the place of and supersede the existing Articles of Incorporation of Rurbanc Data Services, Inc.

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Annex G

AMENDED AND RESTATED REGULATIONS

RURBANC DATA SERVICES, INC.

ARTICLE ONE

MEETINGS OF SHAREHOLDERS

Section 1.01. Annual Meetings. The annual meeting of the shareholders for the election of directors, for the consideration of reports to be laid before such meeting and for the transaction of such other business as may properly come before such meeting, shall be held on the first Monday in April in each year or on such other date as may be fixed from time to time by the directors.

Section 1.02. Calling of Meetings. Meetings of the shareholders may be called only by the chairman of the board, the chief executive officer, the president, or, in case of the president's absence, death, or disability, the vice president authorized to exercise the authority of the president; the secretary; the directors by action at a meeting, or a majority of the directors acting without a meeting; or the holders of at least 25% of all shares outstanding and entitled to vote thereat.

Section 1.03. Place of Meetings. All meetings of shareholders shall be held at the principal office of the corporation, unless otherwise provided by action of the directors. Meetings of shareholders may be held at any place within or without the State of Ohio.

Section 1.04. Notice of Meetings.

(A) Written notice stating the time, place and purposes of a meeting of the shareholders, and the means, if any, by which shareholders can be present and vote at the meeting through the use of communications equipment, shall be given either by personal delivery or by mail, overnight delivery notice or any other means of communication authorized by the shareholder to whom notice is given, not less than 7 nor more than 60 days before the date of the meeting, (1) to each shareholder of record entitled to notice of the meeting, (2) by or at the direction of the president or the secretary. If mailed or sent by overnight delivery service, such notice shall be addressed to the shareholder at his address as it appears on the records of the corporation. If sent by another means of communication authorized by the shareholder, the notice shall be sent to the address furnished by the shareholder for these transmissions. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned, and the means, if any, by which the shareholders can be present and vote at the adjourned meeting through the use of communications equipment, are fixed and announced at such meeting. In the event of a transfer of shares after the record date for determining the shareholders who are entitled to receive notice of a meeting of shareholders, it shall not be necessary to give notice to the transferee. Nothing herein contained shall prevent the setting of a record date in the manner provided by law, the Articles or the Regulations for the determination of shareholders who are entitled to receive notice of or to vote at any meeting of shareholders or for any purpose required or permitted by law.

(B) Following receipt by the president or the secretary of a request in writing, specifying the purpose or purposes for which the persons properly making such request have called a meeting of the shareholders, delivered either in person or by registered mail to such officer by any persons entitled to call a meeting of shareholders, such officer shall cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than 7 nor more than 60 days after the receipt of such request, as such officer may fix. If such notice is not given within 30 days after the receipt of such request by the president or the secretary, then, and only then, the persons properly calling the meeting may fix the time of the meeting and give notice thereof in accordance with the provisions of the Regulations.

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Section 1.05. Waiver of Notice. Notice of the time, place and purpose or purposes of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filed with or entered upon the records of such meeting. The attendance of any shareholder, in person or by proxy, at any such meeting without protesting the lack of proper notice, prior to or at the commencement of the meeting, shall be deemed to be a waiver by such shareholder of notice of such meeting. A telegram, cablegram, electronic mail or an electronic or other transmission capable of authentication that appears to have been sent by a shareholder and that contains a waiver by such shareholder is a writing for purposes of this Section 1.05.

Section 1.06. Quorum. At any meeting of shareholders, the holder of a majority of the voting shares of the corporation then outstanding and entitled to vote thereat, present in person or by proxy, or by the use of communications equipment, shall constitute a quorum for such meeting. The holders of majority of the voting shares represented at a meeting, whether or not a quorum is present, or the chairman of the board, the president, or the officer of the corporation acting as chairman of the meeting, may adjourn such meeting from time to time and, if a quorum is present at such adjourned meeting, any business may be transacted as if the meeting had been held as originally called.

Section 1.07. Votes Required. At all elections of directors, the candidates receiving the greatest number of votes shall be elected. Any other matter submitted to the shareholders for their vote shall be decided by the vote of such proportion of the shares, or of any class of shares, or of each class, as is required by law, the Articles or the Regulations.

Section 1.08. Order of Business. The order of business at any meeting of shareholders shall be determined by the officer of the corporation acting as chairman of such meeting unless otherwise determined by a vote of the holders of a majority of the voting shares of the corporation then outstanding, present in person or by proxy, and entitled to vote at such meeting.

Section 1.09. Shareholders Entitled to Vote. Each shareholder of record on the books of the corporation on the record date for determining the shareholders who are entitled to vote at a meeting of shareholders who are entitled to vote at a meeting of shareholders shall be entitled at such meeting to one vote for each share of the corporation standing in his name on the books of the corporation on such record date. The directors may fix a record date for the determination of the shareholders who are entitled to receive notice of and to vote at a meeting of shareholders, which record date shall not be a date earlier than the date on which the record date is fixed and which record date may be a maximum of 60 days preceding the date of the meeting of shareholders.

Section 1.10. Proxies. At meetings of the shareholders, any shareholder of record entitled to vote thereat may be represented and may vote by a proxy or proxies appointed by an instrument in writing signed by such shareholder, or by a verifiable communication authorized by such shareholder, but such instrument or communication shall be filed with the secretary of the meeting before the person holding such proxy shall be allowed to vote thereunder. No proxy shall be valid after the expiration of eleven months after the date of its execution, unless the shareholder executing it shall have specified therein the length of time it is to continue in force.

Section 1.11. Inspectors of Election. In advance of any meeting of shareholders, the directors may appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors are not so appointed, the officer of the corporation acting as chairman of any such meeting may make such appointment. In case any person appointed as inspector fails to appear or act, the vacancy may be filled only by appointment made by the directors in advance of such meeting or, if not so filled, at the meeting by the officer of the corporation acting as chairmen of such meeting. No other person or persons may appoint or require the appointment of inspectors of election.

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ARTICLE TWO

DIRECTORS

Section 2.01. Authority and Qualifications. Except where the law, the Articles or the Regulations otherwise provide, all authority of the corporation shall be vested in an exercised by its directors. Directors need not be shareholders of the corporation.

Section 2.02. Number of Directors and Term of Office.

(A) Until changed in accordance with the provisions of the Regulations, the number of directors of the corporation shall be eight (8). Except as provided in the Articles of the corporation, each director shall be elected to serve until the annual meeting of shareholders at which the term of such director shall expire and until his successor is duly elected and qualified or until his earlier resignation, removal from office, or death.

(B) The number of directors may be fixed or changed in accordance with the Articles of the corporation at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present.

(C) The directors may fix or change the number of directors by the affirmative vote of two-thirds (2/3) of the authorized number of directors and may fill any director’s office that is created by an increase in the number of directors; provided, however, that the directors may not increase the number of directors to more than fifteen (15) nor reduce the number of directors to less than six (6).

(D) No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director.

Section 2.03. Nomination and Election.

(A) Any nominee for election as a director of the corporation may be proposed only by the Board of Directors or by any shareholder entitled to vote for the election of directors. No person, other than a nominee proposed by the Board of Directors, may be nominated for election as a director of the corporation unless such person shall have been proposed in a written notice, delivered or mailed by first-class United States mail, postage prepaid, to the secretary of the corporation at its principal office. In the case of a nominee proposed for election as a director at an annual meeting of shareholders, such written notice of a proposed nominee shall be received by the secretary of the corporation on or before the later of (i) February 1, immediately preceding such annual meeting or (ii) the sixtieth (60th) day prior to the first anniversary of the most recent annual meeting of shareholders of the corporation held for the election of directors; provided, however, that if the annual meeting for the election of directors in any year is not held on or before the thirty-first (31st) day next following such anniversary, then the written notice required by this subparagraph (A) shall be received by the secretary within a reasonable time prior to the date of such annual meeting. In the case of a nominee proposed by a shareholder for election as a director at a special meeting of shareholders at which directors are to be elected, such written notice of a proposed nominee shall be received by the secretary of the corporation no later than the close of business on the seventh (7th) day following the day on which notice of the special meeting was mailed to shareholders. Each such written notice of a proposed nominee shall set forth (1) the name, age, business or residence address of each nominee proposed in such notice, (2) the principal occupation or employment of each such nominee, and (3) the number of common shares of the corporation owned beneficially and/or of record by each such nominee and the length of time any such shares have been so owned.

(B) If a shareholder shall attempt to nominate one or more persons for election as a director at any meeting at which directors are to be elected without having identified each such person in a written notice given as contemplated by, and/or without having provided therein the information specified in, subparagraph (A) of this Section 2.03, each such attempted nomination shall be invalid and shall be disregarded unless the person acting as chairman of the meeting determines that the facts warrant the acceptance of such nomination.

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(C) The election of directors shall be by ballot whenever requested by the person acting as chairman of the meeting or by the holders of a majority of the voting shares outstanding, entitled to vote at such meeting and present in person or by proxy or other verifiable communication, but unless such request is made, the election shall be by voice vote.

Section 2.04. Removal. A director or directors may be removed from office, with or without assigning any cause, only by the vote of the holders of shares entitling them to exercise not less than eighty percent (80%) of the voting power of the corporation entitling them to elect directors in place of those to be removed. In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of any director removed shall be deemed to create a vacancy in the board.

Section 2.05. Vacancies. Vacancies in the board, and newly created directorships resulting from any increase in the authorized number of directors, may be filled by the affirmative vote of two-thirds (2/3) of the whole authorized number of directors or by the affirmative vote of the holders of at least four-fifths (4/5) of the outstanding voting power of the corporation voting at a meeting of the shareholders called for such purpose or in any other manner provided by law, the Articles or the Regulations.

Section 2.06. Meetings. A meeting of the directors shall be held immediately following the adjournment of each annual meeting of shareholders at which directors are elected, and notice of such meeting need not be given. The directors shall hold such other meetings as may from time to time be called, and such other meetings of directors may be called only by the chairman of the board, the chief executive officer, or any two directors. All meetings of directors shall be held at the principal office of the corporation in Defiance, Ohio or at such other place within or without the State of Ohio, as the directors may from time to time determine by a resolution. Meetings of the directors may be held through any communications equipment if persons participating can hear each other and participation in a meeting pursuant to this provision shall constitute presence at such meeting.

Section 2.07. Notice of Meetings. Notice of the time and place of each meeting of directors for which such notice is required by law, the Articles, the Regulations or the By-Laws shall be given to each of the directors by at least one of the following methods:

(A) In a writing mailed not less than three days before such meeting and addressed to the residence or usual place of business of the directors, as such address appears on the records of the corporation: or

(B) By telegraph, cable, radio, wireless, facsimile transmission, overnight delivery service or a writing sent or delivered to the residence or usual place of business of a director as the same appears on the records of the corporation, not later than the day before the date on which such meeting is to be held; or

(D) Notice given to a director by any one of the methods specified in the Regulations shall be sufficient, and the method of giving notice to all directors need not be uniform. Notice of any meeting of directors may be given only by the chairman of the board, the chief executive officer or the secretary of the corporation. Any such notice need not specify the purpose or purposes of the meeting. Notice of adjournment of a meeting of directors need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

Section 2.08. Waiver of Notice. Notice of any meeting of directors may be waived in writing, either before or after the holding of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any director at any meeting of directors without protesting, prior to or at the commencement of the meeting, the lack of proper notice, shall be deemed to be a waiver by him of notice of such meeting. A telegram, cablegram, electronic mail or an electronic or other transmission capable of authentication that appears to have been sent by a director and that contains a waiver by such director is a writing for the purposes of this Section 2.08.

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Section 2.09. Quorum. A majority of the whole authorized number of directors shall be necessary to constitute a quorum for a meeting of directors, except that a majority of the directors in office shall constitute a quorum for filling a vacancy in the board. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, except as otherwise provided by law, the Article or the Regulations.

Section 2.10. Executive Committee. The directors may create an executive committee or any other committee of directors, to consist of not less than three directors, and may authorize the delegation to such executive committee or other committees of any of the authority of the directors, however conferred, other than that of filling vacancies among the directors or in the executive committee or in any other committee of the directors.

Such executive committee or any other committee of directors shall serve at the pleasure of the directors, shall act only in the intervals between meetings of the directors, and shall be subject to the control and direction of the directors. Such executive committee or other committee of directors may act by a majority of its members at a meeting or by writing or writings signed by all of its members.

Any act or authorization of an act by the executive committee or another committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the directors. No notice of a meeting of the executive committee or of another committee of directors shall be required. A meeting of the executive committee or of any other committee of directors may be called only by the chief executive officer or by a member of such executive or other committee of directors. Meetings of the executive committee or of any other committee of directors may be held through any communications equipment if all persons participating can hear each other and participation in such a meeting shall constitute presence thereat.

Section 2.11. Compensation. Directors shall be entitled to receive as compensation for services rendered and expenses incurred as directors such amounts as the directors may determine.

Section 2.12. By-Laws. The directors may adopt, and amend from time to time, By-Laws for their own governments, which By-Laws shall not be inconsistent with the law, the Articles or the Regulations.

ARTICLE THREE

OFFICERS

Section 3.01. Offices. The officers of the corporation to be elected by the directors shall be a chief executive officer; a president; a secretary; a treasurer; and, if desired, one or more vice presidents and such other officers and assistant officers as the directors may from time to time elect. The directors may elect a chairman of the board, who must be a director. Officers need not be shareholders of the corporation, and may be paid such compensation as the board of directors may determine. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law, the Articles, the Regulations or the By-Laws to be executive, acknowledged, or verified by two or more officers.

Section 3.02. Tenure of Office. The officers of the corporation shall hold office at the pleasure of the directors. Any officer of the corporation may be removed, either with or without cause, at any time, by the affirmative vote of a majority of all the directors then in office. Such removal, however, shall be without prejudice to the contract rights, if any, of the person so removed.

Section 3.03. Duties of Officers. All officers, as between themselves and the corporation, shall have such authority and perform such duties as are determined by the directors.

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ARTICLE FOUR

Section 4.01. Certificates. Certificates evidencing ownership of shares of the corporation shall be issued to those entitled to them. Each certificate evidencing shares of the corporation shall bear a distinguishing number; the signatures of the chairman of the board, the president, or a vice president, and of the secretary or an assistant secretary (except that when any such certificate is countersigned by an incorporated transfer agent or registrar, such signatures may be facsimile, engraved, stamped or printed); and such recitals as may be required by law. Certificates evidencing shares of the corporation shall be of such tenor and design as the directors may from time to time adopt and may bear such recitals as are permitted by law.

Section 4.02. Transfers. Where a certificate evidencing a share or shares of the corporation is presented to the corporation or its proper agents with a request to register transfer, the transfer shall be registered as requested if:

(1) An appropriate person signs on each certificate so presented or signs on a separate document an assignment or transfer of shares evidenced by each such certificate, or signs a power to assign or transfer such shares, or when the signature of an appropriate person is written without more on the back of each such certificate; and

(2) Reasonable assurance is given that the indorsement of each appropriate person is genuine and effective; the corporation or its agents may refuse to register a transfer of shares unless the signature of each appropriate person is guaranteed by a commercial bank or trust company having an office or a correspondent in the City of New York or by a firm having membership in the New York Stock Exchange; and

(3) All applicable laws relating to the collection of transfer or other taxes have been complied with; and

(4) The corporation or its agents are not otherwise required or permitted to refuse to register such transfer

Section 4.03. Transfer Agents and Registrars. The directors may appoint one or more agents to transfer or to register shares of the corporation, or both.

Section 4.04. Lost, Wrongfully Taken or Destroyed Certificates. Except as otherwise provided by law, where the owner of a certificate evidencing shares of the corporation claims that such certificate has been lost, destroyed or wrongfully taken, the directors must cause the corporation to issue a new certificate in place of the original certificate if the owner:

(1) So requests before the corporation has notice that such original certificate has been acquired by a bona fide purchaser; and

(2) Files with the corporation, unless waived by the directors, an indemnity bond, with surety or sureties satisfactory to the corporation, in such sums as the directors may, in their discretion, deem reasonably sufficient as indemnity against any loss or liability that the corporation may incur by reason of the issuance of each such new certificate; and

(3) Satisfies any other reasonable requirements which may be imposed by the directors, in their discretion.

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ARTICLE FIVE

INDEMNIFICATION AND INSURANCE

Section 5.01. Indemnification. The corporation shall indemnify each person who was or is a party or is threatened to be made a party to, or is or was involved or is threatened to be involved (as a deponent, witness or otherwise) in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrative, administrative or investigative (including, without limitation, any threatened, pending or completed action, suit or proceeding by or in the right of the corporation) (hereinafter a “Proceeding”), by reason of the fact that such person is or was a director or officer 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, non profit or for profit), limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (hereinafter an “Indemnitee”), against all expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees, expert witnesses’ fees and transcript costs) (hereinafter “Expenses”), judgments, fines, excise taxes assessed with respect to an employee benefit plan, penalties and amounts paid in settlement (such judgments, fines, excise taxes, penalties and amounts paid in settlement are hereinafter referred to as “Liabilities”) actually and reasonably incurred by the Indemnitee in connection with any Proceeding, unless and only to the extent that it is determined, as provided in Section 5.04, that any such indemnification should be denied or limited. Notwithstanding the foregoing, except as to claims to enforce rights conferred on an Indemnitee by this Article Five that may be brought, initiated or otherwise asserted by the Indemnitee pursuant to Section 5.07, the corporation shall not be required by this Section 5.01 to indemnify an Indemnitee in connection with any claim (including, without limitation, any original claim, counterclaim, cross-claim or third-party claim) in a Proceeding, which claim is brought, initiated or otherwise asserted by the Indemnitee, unless the bringing, initiation or assertion of the claim in the Proceeding by the Indemnitee was authorized or ratified by the Board of Directors of the corporation.

Section 5.02. Court-Approved Indemnification. Anything contained in Section 5.01 to the contrary notwithstanding, the corporation shall not indemnify an Indemnitee (A) in such Indemnitee’s capacity as a director or officer of the corporation in respect of any claim, issue or matter asserted in a Proceeding by or in the right of the corporation as to which the Indemnitee shall have been adjudged to be liable to the corporation for an act or omission undertaken by such Indemnitee in such capacity with deliberate intent to cause injury to the corporation or with reckless disregard for the best interests of the corporation or (B) in any Proceeding by or in the right of the corporation in which the only liability is asserted pursuant to Section 1701.95 of the Ohio Revised Code against the Indemnitee, unless and only to the extent that the court of common pleas in the county in Ohio in which the principal office of the corporation is located or the court in which a Proceeding is brought (each, a “Designated Court”) shall determine, upon application of either the Indemnitee or the corporation, that, despite the adjudication or assertion of such liability, and in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to such indemnity as the Designated Court shall deem proper. In the event of any such determination by the Designated Court, the corporation shall timely pay any indemnification determined by the Designated Court to be proper as contemplated by this Section 5.02.

Section 5.03. Indemnification for Expenses When Successful on the Merits or Otherwise.

(A) Anything contained in this Article Five to the contrary notwithstanding, to the extent that an Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter asserted therein, the Indemnitee shall be promptly indemnified by the corporation against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

(B) Without limiting the generality of the foregoing, an Indemnitee claiming indemnification under Section 5.03 shall be deemed to have been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter asserted therein, if such Proceeding shall be terminated as to such Indemnitee, with or without prejudice, without the entry of a judgment or order against the Indemnitee, without a conviction of the Indemnitee, without the imposition of a fine or penalty upon the Indemnitee, and without the Indemnitee’s payment or agreement to pay any other Liability (whether or not any such termination is based upon a judicial or other determination of lack of merit of the claims made against the Indemnitee or otherwise results in a vindication of the Indemnitee).

Section 5.04. Determination.

(A) Any indemnification covered by Section 5.01 and that is not precluded by Section 5.02 shall be timely paid by the corporation unless and only to the extent that a determination is made that such indemnification shall be denied or limited because (i) the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal Proceeding, the Indemnitee had reasonable cause to believe that such Indemnitee’s conduct was unlawful, or (ii) the Indemnitee did not actually or reasonably incur an Expense or Liability to be indemnified.

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(B) Any indemnification covered by Section 5.03 shall be timely paid by the corporation unless and only to the extent that a determination is made that such indemnification shall be denied or limited because the Indemnitee did not actually or reasonably incur the Expense to be indemnified.

Section 5.05. Presumptions. Upon making any request for indemnification under this Article Five, the Indemnitee shall be presumed to be entitled to indemnification under this Article Five, and the corporation shall have the burden of proof in the making of any determination contrary to such presumption by clear and convincing evidence. Without limiting the generality of the foregoing, for purposes of this Article Five, it shall be presumed that (A) the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the corporation, (B) with respect to any criminal Proceeding, the Indemnitee had no reasonable cause to believe that such Indemnitee’s conduct was unlawful and (C) each Liability and Expense for which indemnification is claimed was actually and reasonably incurred by the Indemnitee. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut any such presumption.

Section 5.06. Advances for Expenses. The Expenses incurred by an Indemnitee in defending a Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding at the request of the Indemnitee within thirty days after the receipt by the corporation of a written statement or statements from the Indemnitee requesting such advance or advances from time to time. Such statement or statements shall reasonably evidence the Expenses incurred by the Indemnitee in connection with the defense of the Proceeding and shall include or be accompanied by a written undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the corporation in respect of such Expense.

Section 5.07. Right of Indemnitee to Bring Suit. If (A) a claim for indemnification under this Article Five is not paid in full by the corporation within sixty days after a written claim has been received by the corporation or (B) a claim for advancement of Expenses under Section 5.06 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the Indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the Indemnitee shall be entitled to be indemnified for all the Expenses actually and reasonably incurred by the Indemnitee in prosecuting such claim in enforcing the Indemnitee’s rights under this Article Five.

Section 5.08. Article Five Not Exclusive. The indemnification provided by this Article Five shall not be exclusive of, and shall be in addition to, any other rights to which any person seeking indemnification may be entitled under the articles, the regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, trustee, partner, member or manager and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 5.09. Insurance. The corporation may purchase and maintain insurance, or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, for or on behalf of any person who 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, partner, member, manager or agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the obligation or the power to indemnify such person against such liability under the provisions of this Article Five. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

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Section 5.10. Venue; Jurisdiction.

(A) Any action, suit or proceeding to determine a right to indemnification under this Article Five may be maintained by an Indemnitee claiming such indemnification or by the corporation only in a Designated Court. Each of the corporation and, by claiming or accepting such indemnification, any such Indemnitee consents to the exercise of jurisdiction by a Designated Court in any such action, suit or proceeding.

(B) Any action, suit or proceeding to determine (i) the obligation of an Indemnitee under this Article Five to repay any Expenses previously advanced by the corporation or (ii) the obligation of the corporation under this Article Five to advance any Expenses may be maintained by the corporation or by such Indemnitee only in a Designated Court. Each of the corporation and, by claiming or accepting such advancements, any such Indemnitee consents to the exercise of jurisdiction by a Designated Court in any such action, suit or proceeding.

ARTICLE SIX

MISCELLANEOUS

Section 6.01. Seal. The corporation shall have no seal.

Section 6.02. Amendments. The Regulations may be amended, or new regulations may be adopted, by the affirmative vote of the shareholders required by the Articles of the corporation at a meeting of shareholders held for such purpose, or without a meeting by the written consent of the holders of shares entitling them to exercise not less than all (100%) of the voting power of the corporation on such proposal.

Section 6.03. Action by Shareholder or Directors Without a Meeting. Anything contained in the Regulations to the contrary notwithstanding, except as provided in Section 6.02, any action which may be authorized or taken at a meeting of the shareholders or of the directors or of a committee of the directors, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, or all the directors, or all the members of such committee of the directors, respectively, which writings shall be filed with or entered upon the records of the corporation.

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Annex H

NEW CORE HOLDINGS, INC.

400 Caldwell Trace

Birmingham, Alabama 35242

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [ • ], 2010

This proxy is solicited by the Board of Directors.

The undersigned shareholder of New Core Holdings, Inc. (“New Core”) hereby appoints John J. Aranowicz, attorney and proxy, with full power of substitution, to represent the undersigned and vote all shares of the common stock of New Core which the undersigned is entitled to vote, with all powers the undersigned would possess if personally present, at the special meeting of shareholders of New Core to be held at [ • ] on [ • ], 2010, at [ • ] local time, or at any adjournments or postponements thereof, for the purpose of considering the proposal set forth below and such other matters or proposals as may properly come before the special meeting or any adjournments or postponements thereof.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder.

Unless otherwise specified, this proxy will be voted “FOR” Item 1 below and in the discretion of the proxy with respect to all other matters which may properly come before the special meeting or any adjournments or postponements thereof. The undersigned acknowledges receipt of the accompanying Notice of Special Meeting of Shareholders and Information Statement/Proxy Statement.

Please mark boxes in blue or black ink.

A proposal to approve and adopt the Agreement and Plan of Merger, dated as of April 25, 2009 and amended as of December 29, 2009, by and among Rurbanc Data Services, Inc. (“RDSI”), NC Merger Corp. and New Core (as amended, the “Merger Agreement”), and the merger provided for by the Merger Agreement, pursuant to which NC Merger Corp. will be merged with and into New Core, with New Core surviving the merger as a wholly-owned subsidiary of RDSI.

¨ FOR

¨ AGAINST

¨ ABSTAIN

In the discretion of the proxy on any other matters or proposals as may properly come before the special meeting or any adjournments or postponements thereof.

Dated:


Signature of Shareholder(s)


Name of Shareholder(s)

Note: When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, custodian, guardian or corporate officer, please give your full title as such. If a corporation, please sign full corporate name by authorized officer. If a partnership, please sign in partnership name by authorized person.

PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY CARD

PROMPTLY IN THE ENCLOSED ENVELOPE

	Page No.
Unaudited Pro Forma Consolidated Condensed Operating Statement for the Fiscal Year Ended December 31, 2008	96
Unaudited Pro Forma Consolidated Condensed Balance Sheet as of September 30, 2009	98
RDSI’s Business	99
General	99
Methods of Distribution	99
Principal Suppliers	99
Customers	100
Research and Development	101
Regulation	101
Competition	101
Intellectual Property	101
Employees	102
Properties	102
Legal Proceedings	102
New Core’s Business	103
General	103
Principal Products and Services	103
Research and Development	103
Operations Since Execution of Agreements with RDSI	103
Employees	104
Properties	104
Legal Proceedings	104
Management of RDSI After the Spin-Off and the Merger	105
Board of Directors	105
Nominating Procedures	107
Classified Board of Directors	107
Committees of the Board of Directors	108
Director Independence	108
Board Leadership	108
Director Compensation	109
Executive Officers	109
Compensation of Executive Officers	110
Historical Compensation Arrangements	110
Summary Compensation Table	110
Outstanding Equity Awards at Fiscal Year-End	112
Change in Control Agreement Between Rurban and Mr. Sinn	113
SERP Agreements Between Rurban and Messrs. Joyce and Sinn	115
Employment Agreement Between Rurban and Mr. Joyce	116
Effect of the Spin-Off and the Merger on Agreements between Rurban and Messrs. Joyce and Sinn	119
Proposed Compensation Arrangements	120
Equity Compensation Plan Information	124
Related Person Transactions	129
Agreements and Relationships Between Rurban and RDSI	129
Loans from Rurban and State Bank to RDSI	129
Loans from John J. Aranowicz to New Core	129
Interests of Directors and Named Executive Officers of RDSI	130
Ownership of RDSI Common Shares	131
Description of RDSI Capital Stock and Comparison of Rights of Holders of RDSI Common Shares and New Core Common Stock	133
Authorized Shares	133
Voting Rights	134
Preemptive Rights	134
Liquidation Rights	134
Subscription, Conversion and Redemption Rights; Shares Non-Assessable	134
Payment of Dividends	134
Board of Directors	135

	Page No.
Special Meetings	135
Amendments to Charter Documents; RDSI’s Supermajority Voting Requirement; Approval of Mergers; Consolidations or Sales of Assets	136
Shareholder Vote Required to Approve Business Combinations with Principal Shareholders	136
Indemnification and Personal Liability of Directors and Officers	137
Anti-Takeover Effects	137
Transfer Agent and Registrar	139
Appraisal Rights	140
General Requirements	140
Appraisal Notice and Shareholder Form	140
Perfection of Appraisal Rights	141
Right to Withdraw	141
Acceptance of Offer	141
Rejection of Offer	141
Court Action	141
Court Costs	142
Indemnification of RDSI Directors and Officers	143
Ohio Revised Code	143
Amended and Restated Regulations	145
Insurance	147
Experts	148
Other Matters	148
Future Shareholder Proposals	148
Where You Can Find Additional Information	148
Index to Historical Financial Statements of RDSI and New Core	F-1


Q:		Why am I receiving this information statement/proxy statement?

A:		This information statement/proxy statement is (1) an information statement of Rurban relating to the spin-off of its wholly-owned subsidiary, RDSI, to the shareholders of Rurban and (2) a proxy statement of New Core for its special meeting of shareholders at which New Core shareholders will vote on the Agreement and Plan of Merger, dated as of April 25, 2009 and amended as of December 29, 2009, by and among RDSI, NC Merger Corp. and New Core (as amended, the “Merger Agreement”), and the resulting merger of NC Merger Corp. with and into New Core.

Q:		On what are the New Core shareholders being asked to vote?

A:		The New Core shareholders are being asked to approve and adopt the Merger Agreement, the merger provided for by the Merger Agreement and any other business that may come before the New Core special meeting.

Q:		Have any of New Core’s shareholders already agreed to vote in favor of the Merger Agreement and the merger?

A:		Yes. The officers and directors of New Core have advised New Core’s management that they intend to vote their shares of New Core common stock in favor of the approval of the Merger Agreement and the merger. In addition, in connection with the execution of the Merger Agreement, RDSI, New Core and certain shareholders of New Core entered into Voting Agreements pursuant to which such shareholders agreed, subject to limited exceptions, to vote all of their shares of New Core common stock for the approval of the Merger Agreement and the merger. By virtue of their ownership of New Core common stock as of the record date for the special meeting, these shareholders control approximately [ • ]% of the voting power at the meeting. Accordingly, the voting power of the shares held by these shareholders is sufficient to adopt the Merger Agreement and approve the merger and, as a result of the Voting Agreements, the adoption of the Merger Agreement and approval of the merger is practically assured.

Q:		When will the spin-off and the merger be completed?

A:		If the Merger Agreement and the merger are approved and adopted by the New Core shareholders, RDSI and New Core expect to complete the merger as soon as possible after the satisfaction or waiver (where permissible) of the other conditions to the merger, which are described in the Merger Agreement. The spin-off will occur immediately prior to the completion of the merger.

Q:		Are there risks involved in the spin-off and the merger?

A:		Yes, there are risks associated with the spin-off, the merger and the operation of RDSI’s business following the spin-off and the merger. You should carefully consider these risks, which are described in greater detail in “Risk Factors” beginning on page 21.


Q:	What is the spin-off?

A:	Prior to the spin-off, Rurban and RDSI will increase the number of outstanding RDSI common shares so that, immediately prior to the spin-off, RDSI will have an aggregate number of common shares outstanding equal to the aggregate number of Rurban common shares outstanding (excluding treasury shares held by Rurban) immediately prior to the spin-off. Following RDSI’s recapitalization, Rurban will distribute all of the outstanding RDSI common shares to the shareholders of Rurban on a pro rata, one-for-one basis. Approximately 4,861,779 RDSI common shares currently are expected to be distributed to the shareholders of Rurban in connection with the spin-off. Rurban shareholders will not be required to pay for the RDSI common shares they will receive in the spin-off, and they will also retain all of the Rurban common shares they currently hold.

Q:	Why is Rurban distributing the RDSI common shares to its shareholders?

A:	Rurban believes that its shareholders will benefit from the distribution of the RDSI common shares for the following reasons:

		•	as a result of the spin-off, Rurban and RDSI should each be better able to allocate financial and operational resources to its own business and focus on executing its own strategic plan;

		•	as a result of the spin-off, Rurban and RDSI are each expected to have greater strategic and financial flexibility to support future growth opportunities;

		•	the businesses of RDSI and of Rurban and its banking subsidiary are in different industries and stages of development and therefore attract different types of investors;

		•	financial markets should be able to evaluate Rurban and RDSI more effectively as two separate companies, which is expected to increase access to capital markets for both of Rurban and RDSI and to maximize shareholder value over the long term for both Rurban and RDSI; and

		•	the spin-off should allow Rurban and RDSI to each develop equity incentive programs for management and other professionals that are tailored to its own business and are tied to the market performance of its respective common shares.

		To review Rurban’s reasons for the spin-off in greater detail, see “The Spin-Off — Background and Reasons for the Spin-Off” beginning on page 30.

	Page No.
Questions and Answers	1
Summary	8
The Companies	8
The Spin-Off	9
The Merger	10
Board of Directors and Management of RDSI After the Merger	13
Interests of Certain Persons in the Transactions	13
Market for RDSI Common Shares	13
RDSI Dividend Policy	14
Additional Agreements Between RDSI and New Core	14
Risk Factors	14
Recent Developments	14
Summary Financial Information of RDSI	16
Summary Financial Information of New Core	17
Summary Consolidated Company Unaudited Pro Forma Condensed Financial Information	18
Comparative Historical and Pro Forma Per Share Data	19
Market Price Data	20
Risk Factors	21
Risks Related to the Spin-Off and the Merger	21
Risks Related to the Combined Company Following the Spin-Off and the Merger	24
Risks Related to RDSI’s Relationship With Rurban	26
Risks Related to RDSI’s Common Shares	27
Cautionary Statement Regarding Forward-Looking Information	29
The Spin-Off	30
Background and Reasons for the Spin-Off	30
Manner of Effecting the Spin-Off	32
Approval of the Spin-Off	33
Resale Restrictions on RDSI Common Shares Received in the Spin-Off	33
Dividend Policy	33
Results of the Spin-Off	34
Treatment of Rurban Equity Awards in the Spin-Off	34
Conditions to Completion of the Spin-Off	34
Accounting Treatment of the Spin-Off	35
Regulatory Requirements for the Spin-Off	35
Material U.S. Federal Income Tax Consequences of the Spin-Off	36
The Merger	38
General	38
Approval of the Merger Agreement and the Merger	39
Background of the Merger	39
Special Meeting of New Core Shareholders	40
New Core’s Reasons for the Merger; Recommendation of New Core’s Board of Directors	40
Rurban’s and RDSI’s Reasons for the Merger	41
Opinion of Austin Associates, LLC	42
Accounting Treatment of the Merger	46
Material U.S. Federal Income Tax Consequences of the Merger	46
Treatment of Fractional Shares	46
Interests of Certain Persons in the Merger	46
Appraisal Rights	47
Market for RDSI Common Shares	47
Resale Restrictions on RDSI Common Shares Received in the Merger	47
The Merger Agreement	49
Structure of the Merger	49
Completion and Effectiveness of the Merger	49
Conversion of New Core Common Stock in the Merger	49


Q:	What are the conditions to the completion of the spin-off?

A:	The completion of the spin-off is subject to the satisfaction or waiver of various conditions set forth in the Separation and Distribution Agreement between Rurban and RDSI. Among the conditions which have not yet been satisfied are the following:
		•	RDSI shall have filed a registration on Form 10 to register the RDSI common shares under the Exchange Act, and the registration statement shall be effective;

		•	RDSI shall have mailed this information statement/proxy statement to the holders of Rurban common shares;

		•	Rurban and RDSI shall have taken all actions which are necessary or appropriate under state and foreign securities and “blue sky” laws in connection with the spin-off;

		•	each condition to the closing of the transactions under the Merger Agreement shall have been fulfilled or waived by the party for whose benefit such condition exists (except for the consummation of the spin-off); and

		•	the board of directors of Rurban shall have approved the completion of the spin-off following the recommendation of its special committee based on consideration of the following: (1) applicable market conditions; (2) the fairness opinion provided by Austin Associates, LLC regarding the merger; (3) the impact of the distribution on the capital structures and the current and anticipated capital needs of each of Rurban and its subsidiaries (other than RDSI), on the one hand, and RDSI, on the other hand; and (4) such other matters deemed appropriate in the judgment of the special committee of the board of directors of Rurban.

	For a complete discussion of the conditions to the completion of the spin-off, see “The Spin-Off — Conditions to Completion of the Spin-Off” beginning on page 34.

Q:	What will be the relationship between Rurban and RDSI after the spin-off?

A:	After the spin-off, Rurban will not own any RDSI capital stock. RDSI has entered into, or prior to the spin-off will enter into, certain agreements with Rurban that will govern the spin-off and various interim relationships between Rurban and RDSI. See “Relationship Between Rurban and RDSI After the Spin-Off” beginning on page 75 for a more complete discussion of the relationship between Rurban and RDSI after the spin-off.

Q:		What will the Rurban shareholders receive in the spin-off?

A:		In the spin-off, each Rurban shareholder will receive one common share of RDSI for every one common share of Rurban owned on the distribution date for the spin-off.

Q:		What do Rurban shareholders have to do to receive their RDSI common shares?

A:		Nothing. Rurban shareholders need not take any action in order to receive their RDSI common shares in the spin-off.

Q:		Is the spin-off taxable to Rurban shareholders for U.S. federal income tax purposes?

A:		Rurban expects the spin-off to qualify for nonrecognition treatment under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). In general, if Sections 355 and 368(a)(1)(D) apply, no income, gain or loss will be recognized by the holders of Rurban common shares for U.S. federal income tax purposes as a result of the spin-off. See “The Spin-Off — Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 36 for a more complete discussion of the material U.S. federal income tax consequences of the spin-off to holders of Rurban common shares.

Q:		What will be the impact of the spin-off on the trading price of Rurban’s common shares?

A:		The closing price of Rurban common shares (RBNF) on March 22, 2010, as reported on NASDAQ, was $6.10, which represented 46% of the book value and 83% of the tangible book value of Rurban (on a consolidated basis) as of September 30, 2009. While we cannot predict the prices at which Rurban common shares may trade following the spin-off, the spin-off of RDSI is expected to result in a decrease in the trading price of Rurban common shares to reflect the reduced value of Rurban without RDSI. Ultimately, the trading prices of Rurban common shares following the spin-off will be determined by the marketplace and may be influenced by many factors, including the pro forma reduction in Rurban’s book value and tangible book value. RDSI accounted for approximately 22.8% and 22.0% of Rurban’s average consolidated equity capital and tangible equity, respectively, as of September 30, 2010. We are unable to predict the reaction of the marketplace to the spin-off, and the combined post-spin-off trading prices of one Rurban common share plus one RDSI common share may be less than, equal to, or greater than the pre-spin-off value of one Rurban common share.


Q:		Why is New Core’s board of directors recommending that New Core shareholders vote in favor of the adoption and approval of the Merger Agreement and the merger?

A:		New Core’s board of directors has determined that the Merger Agreement and the merger are in the best interests of New Core and its shareholders. See “New Core’s Reasons for the Merger; Recommendation of New Core’s Board of Directors” beginning on page 40 for a discussion of the various factors considered by New Core’s board of directors in reaching its determination.

Q:		Why did Rurban’s and RDSI’s boards of directors vote in favor of the approval and adoption of the Merger Agreement and the merger?

A:		In reaching their respective decisions to approve and adopt the Merger Agreement and the merger, Rurban’s board of directors and RDSI’s board of directors consulted with management, as well as their financial and legal advisors, and considered a variety of factors. See “Rurban’s and RDSI’s Reasons for the Merger” beginning on page 41 for a discussion of the factors considered by the Rurban and RDSI boards of directors in reaching their decisions.

Q:		What will the New Core shareholders receive in the merger?

A:		Pursuant to the Merger Agreement, all of the shares of New Core common stock issued and outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive common shares of RDSI. As described in the Merger Agreement, New Core shareholders will receive a minimum of 891,650 RDSI common shares, which will represent 15.5% of the aggregate RDSI common shares outstanding immediately following the spin-off and the merger, and may receive up to 891,650 additional RDSI common shares pursuant to the terms of the Merger Agreement. Upon closing of the merger, RDSI will issue to the New Core shareholders a number of RDSI common shares calculated based on the relative values of RDSI and New Core, computed using formulas set forth in the Merger Agreement as of a month-end prior to the closing date. Following the closing of the merger, New Core shareholders will be entitled to receive additional RDSI common shares based on revenue and income results based on contracts under which RDSI’s financial institution customers are converted to New Core’s Single SourceTM software system. Fractional RDSI common shares will not be issued in the merger. Instead, each New Core shareholder who would otherwise be entitled to receive a fractional RDSI common share will receive a cash payment as determined by the formula set forth in the Merger Agreement.

Q:		What will the RDSI shareholders receive in the merger?

A:		The Rurban shareholders, who will become RDSI shareholders upon completion of the spin-off immediately prior to the merger, will not receive any securities or other consideration in the merger.

Q:	Is the merger taxable to the New Core shareholders and/or the RDSI shareholders for U.S. federal income tax purposes?

A:	New Core expects the merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. In general, if the merger so qualifies, no gain or loss will be recognized by New Core shareholders for U.S. federal income tax purposes as a result of the merger, except with respect to any cash received instead of fractional RDSI common shares. The merger will not result in any tax consequences to the RDSI shareholders. See “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 46 for a more complete discussion of the material U.S. federal income tax consequences of the merger.

Q:	What are the conditions to the completion of the merger?

A:	The respective obligations of RDSI and New Core to complete the merger are subject to the satisfaction or waiver of various conditions, including:

		·	the approval and adoption of the Merger Agreement and the merger by the New Core shareholders;

		·	the completion of the spin-off by Rurban;

		·	the filing by RDSI of a registration statement with the Securities and Exchange Commission (the “SEC”) to register the RDSI common shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

		·	the receipt of all necessary governmental and regulatory approvals;

		·	the exercise in full, cancellation or termination of all outstanding warrants to purchase shares of New Core common stock;

		·	New Core entering into contracts for New Core services with at least ten financial institutions and converting at least three financial institution contracts to its Single SourceTM software;

		·	the perfection by holders of not more than 5% of the outstanding shares of New Core common stock of their appraisal rights in connection with the merger; and

		·	other customary closing conditions set forth in the Merger Agreement.


Q:		When will the New Core Special Meeting of Shareholders be held?

A:		The New Core special meeting of shareholders will be held at [ • ] on [ • ], 2010 at [ • ] local time, and at any adjournments or postponements thereof. New Core’s board of directors has fixed the close of business on [ • ], 2010 as the record date for determining holders of New Core’s common stock entitled to notice of, and to vote at, the special meeting. Each share of New Core common stock is entitled to one vote on the merger proposal. New Core’s board of directors has unanimously determined that the merger is in the best interests of New Core and its shareholders, and has unanimously approved and adopted the Merger Agreement and the merger. New Core’s board of directors unanimously recommends that the New Core shareholders vote in favor of the proposal to approve and adopt the Merger Agreement and the merger.

Q:		Who is eligible to vote at the New Core special meeting?

A:		Holders of New Core common stock are eligible to vote their shares of New Core common stock at the New Core special meeting if they were holders of record of those shares at the close of business on [ • ], 2010, the record date for the special meeting.

Q:		If I am a New Core shareholder, how can I vote?

A:		If you hold shares of New Core common stock on the record date, you may submit a proxy for the special meeting by:

	•		completing, signing, dating and returning the enclosed proxy card in the pre-addressed envelope provided; or

	•		voting in person at the special meeting.

Q:		How will my proxy be exercised with respect to the merger proposal?

A:		All valid proxies received before the New Core special meeting will be voted on the merger proposal, and where a New Core shareholder specifies by means of his or her proxy a choice with respect to the merger proposal, the shares will be voted in accordance with the specification so made.

Q:		What if I am a New Core shareholder and I do not vote or I abstain from voting?

A:		If you are a New Core shareholder and you do not vote or you abstain from voting, it will have the same effect as a vote against the merger proposal.

Q:		What happens if I am a New Core shareholder and I do not indicate how to vote on my proxy card?

A:		If you are a New Core shareholder and you sign and send in your proxy card but do not indicate how you want to vote, your proxy will be counted as a vote “FOR” approval and adoption of the Merger Agreement and the merger.

Q:		If I am a New Core shareholder, can I change my vote after I have mailed my proxy card?

A:		Yes. If you are a record holder of shares of New Core common stock and have mailed your proxy card, you can change your vote in any of the following ways:

	•		by sending a written notice to New Core that is received prior to the New Core special meeting stating that you revoke your proxy;

	•		by properly completing a new proxy card bearing a later date and properly submitting it so that it is received prior to the New Core special meeting; or

	•		by attending the New Core special meeting and voting in person.

Q:		Will the New Core shareholders be entitled to appraisal rights?

A:		Yes. Under the Florida Business Corporation Act Code (the “FBCA”), the holders of shares of New Core common stock are entitled to appraisal rights with respect to the merger. If the merger is completed, all holders of New Core common stock who have complied with the applicable statutory requirements will be entitled to receive payment in cash for the fair value of their shares of New Core common stock. See “Appraisal Rights” beginning on page 140 for more information concerning appraisal rights and the procedures to be followed to exercise them.


Q:	What will be the business strategy of RDSI following the spin-off and the merger?

A:	Following the spin-off and the merger, RDSI will continue its mission as a data and item processor for community banks. Historically, RDSI has competed with much larger competitors based on the value and quality of its data processing and item processing services and the service level and convenience it delivers to its customers. RDSI intends to continue to compete on these bases. In addition, RDSI intends to continue to aggressively market, sell and convert customers to the Single Source™ software developed by New Core, which will be acquired by RDSI in connection with the merger. Following the spin-off and the merger:

	·	The primary product offering of RDSI will be Single Source™, which provides a core processing product that interfaces to other products as required to provide RDSI client banks a complete suite of products.

	·	The ultimate product goal is to provide a comprehensive set of products within the Single Source™ framework with few interfaced products.

	·	RDSI’s initial target market will be banks with assets of $1 billion or less. There are approximately 6,300 banks in this category as of December 31, 2009, according to FDIC statistics.

	·	RDSI will be selling to target banks on a national basis, offering the Single Source™ product to be either run within RDSI’s data center or in-huose by the bank.

	·	RDSI intends to market and sell the Single Source™ product by emphasizing the advantages of providing a new core system providing “real time” processing, with the goal of increasing a bank’s efficiencies, flexability of product development due to use of the latest development processes (C+ programming and Microsoft’s .net architecture), and competitive pricing.

	·	RDSI will continue to apply its proven outstanding customer service techniques and processes to its customer banks.


Q:	Will there be changes in the executive officers of Rurban and RDSI in connection with the spin-off and the merger?

A:	Yes. The following changes in the executive officers of Rurban and RDSI will occur in connection with the spin-off and the merger:

	·	Kenneth A. Joyce will continue as Chief Executive Officer of RDSI, and will temporarily take over the role of President of RDSI. Mr. Joyce, who also previously as Rurban’s President and Chief Executive Officer, relinquished these positions and assumed the role of Executive Vice Chairman of Rurban effective January 1, 2010. Mr. Joyce will continue to serve as Executive Vice Chairman of Rurban until the completion of the spin-off. Following the completion of the spin-off, Mr. Joyce will maintain a consulting relationship with Rurban through the end of 2010 to assist with the transition.

	·	Mark A. Klein, who currently serves as President and Chief Executive Officer of Rurban’s wholly-owned banking subsidiary, The State Bank and Trust Company (“State Bank”), assumed the President and Chief Executive Officer positions at Rurban effective January 1, 2010.

	·	Effective upon the completion of the spin-off, Duane L. Sinn, currently Rurban’s Chief Financial Officer, will be joining RDSI as its Chief Financial Officer. On March 1, 2010, Rurban hired Anthony V. Cosentino as Executive Vice President and appointed Mr. Cosentino to succeed Mr. Sinn as Chief Financial Officer of Rurban effective upon the completion of the spin-off.

	·	Effective upon the completion of the spin-off and the merger, John J. Aranowicz, New Core’s founder and current Chief Executive Officer, will become Executive Vice President of RDSI with responsibility for software development and other responsibilities.

	For more information regarding RDSI’s officers following the spin-off and the merger, see “Management of RDSI after the Spin-off and the Merger — Executive Officers” beginning on page 109.

Q:	Who will serve as the directors of RDSI following the spin-off and the merger?

A:	As of March 19, 2010, there were seven members of the RDSI board of directors. The following individuals currently serve as directors of RDSI: (1) Donald E. DeWitt; (2) Daniel W. Farrell, Jr. (Chairman); (3) Richard L. Hardgrove; (4) Kenneth A. Joyce; (5) John W. Schock; (6) Steven D. VanDemark; and (7) Dr. J. Michael Walz. Each of these individuals is expected to continue to serve as a director of RDSI following the spin-off and the merger. In addition, in accordance with the terms of the Merger Agreement, John J. Aranowicz will be appointed or elected as a director of RDSI at the effective time of the merger.


Q:		What law will govern the rights of RDSI’s shareholders?

A:		The rights of RDSI’s shareholders will be governed by Ohio law and RDSI’s amended and restated articles of incorporation and regulations.

Q:		Where will the RDSI common shares be listed?

A:		Currently, there is no public market for RDSI common shares. Following the spin-off and the merger, RDSI anticipates that its common shares will be traded initially in the over-the-counter securities market and quoted on the Pink Sheets and/or the OTC Bulletin Board. See “The Merger — Market for RDSI Common Shares” beginning on page 47 for a more complete discussion of the public market for RDSI common shares following the spin-off.

Q:		Who will be the transfer agent and registrar for the RDSI common shares?

A:		The transfer agent and registrar for RDSI common shares is Registrar and Transfer Company: Registrar and Transfer Company 10 Commerce Drive Cranford, NJ 07016 (800) 368-5948

Q:		Will the RDSI common shares distributed in the merger be subject to any transfer or other restrictions?

A:		The RDSI common shares to be issued to New Core shareholders in the merger will be issued in reliance upon exemptions from registration under the federal securities laws and under the securities laws of various states. New Core shareholders who receive RDSI common shares in the merger will be permitted to sell their RDSI common shares only pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act. See “The Merger — Resale Restrictions on RDSI Common Shares Received in the Merger” beginning on page 47 for a more complete discussion of the resale restrictions on RDSI common shares received in the merger.


Q:		What do Rurban shareholders have to do to receive their RDSI common shares in the spin-off?

A:		Nothing. Rurban shareholders do not need to take any action in order to receive their RDSI common shares in the spin-off. If you hold your Rurban common shares in your own name, your share certificates for RDSI common shares will be mailed to you. If you hold your Rurban common shares through your broker, bank or other nominee, your receipt of RDSI common shares depends on your arrangements with the nominee that holds your Rurban common shares. RDSI anticipates that brokers and banks generally will credit their customers’ accounts with RDSI common shares, but if you are a Rurban shareholder you should check with your broker, bank or other nominee.

Q:		If I am a Rurban shareholder, what will happen to my existing Rurban common shares?

A:		Nothing. Following the spin-off, the Rurban common shares will continue to be quoted on The NASDAQ Global Market under the symbol “RBNF.” The spin-off will not affect the aggregate number of outstanding Rurban common shares or any rights of the holders of Rurban common shares.

Q:		Should New Core shareholders send in their New Core stock certificates now?

A:		No. New Core shareholders should not send in their New Core stock certificates now. Following the merger, a letter of transmittal will be sent to New Core shareholders informing them where to deliver their New Core stock certificates.

Q:		Who do I contact if I have any questions?

A:		If you are a New Core shareholder and you have any questions about the merger, the New Core special meeting or any other matter described in this information statement/proxy statement, or if you need assistance in voting your shares of New Core common stock, please contact: John J. Aranowicz President New Core Holdings, Inc 720 Gooseneck Drive Lititz, PA 17543 (717) 945-7851 jaranowicz@thenewcore.com

		If you are a Rurban shareholder and you have any questions regarding the spin-off, the merger or any other matter described in this information statement/proxy statement, please contact: Ms. Valda Colbart Investor Relations Officer Rurban Financial Corp. 401 Clinton Street P.O. Box 467 Defiance, OH 43512 (419) 784-2759 or (800) 273-5820 rfcinv@rurban.net

	Year ended December 31,				Nine months ended September 30,
	2008		2007		2009
STATEMENT OF OPERATIONS DATA:
Net sales	$	21,677,544	$	20,918,769	$	15,949,469
Operating income		4,552,118		4,245,802		2,285,752
Net income		2,818,703		2,472,900		1,384,112

Dividends to parent	$	3,800,000	$	300,000	$	1,425,000
Basic earnings per common share		0.57		0.49		0.28
Weighted average number of shares outstanding, basic (1)		4,925,694		5,010,987		4,868,800

BALANCE SHEET DATA:
Total assets	$	20,916,116	$	20,943,504	$	23,128,217
Working capital		260,295		3,317,743		1,488,495
Long-term debt		-		1,345,078		3,970,866
Total stockholders’ equity		14,438,163		15,419,460		14,397,275
Book value per share (2)		2.96		3.10		2.96

	Year ended December 31,			Nine months ended September 30,
	2008			2009
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Net sales	$	272,827		$	180,071
Operating loss		(1,659,774	)		(1,844,086	)
Net loss		(1,957,656	)		(2,184,513	)

Dividends to parent	$	-		$	-

CONSOLIDATED BALANCE SHEET DATA:
Total assets	$	739,406		$	2,148,098
Working capital		65,546			1,550,578
Long-term debt		2,477,635			6,000,000
Total equity		(1,880,070	)		(4,063,563	)

		Year ended December 31,		Nine months ended September 30,
	Notes	2008		2009
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Net sales		$	21,950,371	$	16,129,540
Operating income			2,242,344		45,834
Net income (loss)			432,047		(1,122,151	)

Dividends to parent		$	3,800,000	$	1,425,000
Basic earnings (loss) per common share			0.08		(0.20	)
Diluted earnings (loss) per common share			0.08		(0.20	)
Weighted average number of shares outstanding, basic	(1)		5,530,517		5,652,494
Weighted average number of shares outstanding, diluted	(1)		5,753,429		5,652,494

CONSOLIDATED BALANCE SHEET DATA:
Total assets	(2)	$	28,802,192	$	31,557,103
Working capital			325,841		3,088,448
Long-term debt	(3)		2,477,635		6,970,866
Total stockholders’ equity	(4)		18,004,763		17,963,875
Book value per share			2.89		2.82
Period end number of shares outstanding	(5)		6,239,607		6,377,781

	Year Ended December 31				Nine Months Ended
	2008		2007		September 30, 2009
RDSI - Historical:
Basic net income per share from continuing operations (1)		0.57		0.49		0.28
Book value per common share (2)		2.96		3.10		2.96

PRO FORMA CONSOLIDATED:
Basic net income (loss) per share from continuing operations		0.08		N/A		(0.20	)
Diluted net income (loss) per share from continuing operations		0.08		N/A		(0.20	)
Book value per common share		2.89		N/A		2.82

(a)	(b)			(c)		(d)		(e)		(f)		(g)		(h)
										Change in Pension
										Value and
	Fees Earned or			Stock		Option		Non-Equity Incentive		Nonqualified Deferred Comp.		All Other
	Paid in Cash			Awards		Awards		Plan Comp.		Earnings		Comp.		Total
Name	($)			($)		($) (1)		($)		($)		($) (2)		($)

Donald E. DeWitt	$	6,300	(3)		—		—		—		—		—	$	6,300
Daniel W. Farrell, Jr.	$	1,800	(4)		—		—		—		—		—	$	1,800
Richard L. Hardgrove	$	33,700	(5)		—	$	604		—		—		—	$	34,304
John W. Schock	$	6,300	(6)		—		—		—		—		—	$	6,300
Steven D. VanDemark	$	49,025	(7)		—	$	2,131		—		—	$	207	$	51,363
J. Michael Walz	$	36,075	(8)		—	$	1,598		—		—	$	511	$	38,184

State Bank and Trust Co. – Term Debt	$	2,698,000
State Bank and Trust Co. – Line of Credit	$	0
Community Bank – Term Debt	$	2,007,000

PURCHASE PRICE CALCULATION
As of September 30, 2009

Calculation of Initial RDSI Shares to Be Issued to New Core Shareholders

Negotiated Fixed Price	$	6,500,000
Additional Value Per Agreed Upon Formula	$	292,672
Computed Value of New Core	$	6,792,672

Computed Value of RDSI	$	32,068,063
RDSI Shares Outstanding Prior to Merger		4,861,779
RDSI Per Share Computed Value	$	6.60

Initial Shares Issued to New Core		1,029,824

INITIAL EARN-OUT CALCULATION
As of September 30, 2009

Calculation of Initial Earn-out Consideration

Maximum Shares to be Issued in Earnout		753,476
Assumed Converted Contracts in Year 1		20
Average Value Per Contract Per Agreed Upon Formula	$	389,376
Value Computed for Earn-out Formula	$	7,787,520
RDSI Per Share Computed Value	$	6.60
Shares Earned Under Agreed Upon Formula		1,180,651
Earn-Out Consideration		753,476
Total Shares Issued to New Core		1,783,300

	RDSI			New Core			Adjustments			Notes	Pro Forma
REVENUE
Related party support and service revenue	$	1,183,334		$	-		$	-			$	1,183,334
Support and service revenue		14,766,135			180,071			-				14,946,206

COST OF SALES		10,271,001			323,784			487,500		(1)		11,082,285

GROSS PROFIT		5,678,468			(143,713	)		(487,500	)			5,047,255

OPERATING EXPENSES
Salaries and Employee Benefits		1,480,534			1,249,740			-				2,730,274
Occupancy Costs		429,014			15,137			-				444,151
Equipment		116,027			-			-				116,027
Employee Expense		243,984			-			-				243,984
Related party management fee		378,852			-			-				378,852
Other		744,305			435,496			-				1,179,801
Total		3,392,716			1,700,373			-				5,093,089

OPERATING INCOME (LOSS)		2,285,752			(1,844,086	)		(487,500	)			(45,834	)

NONOPERATING INCOME (EXPENSE)
Interest income		71,320			2,905			(49,375	)	(2)		24,850
Related party interest expense		(85,020	)		-			-				(85,020	)
Interest expense		(88,722	)		(343,332	)		49,375		(2)		(382,679	)
Other		(24,878	)		-			-				(24,878	)
Total		(127,300	)		(340,427	)		-				(467,727	)

INCOME (LOSS) BEFORE INCOME TAX EXPENSE		2,158,452			(2,184,513	)		(487,500	)			(513,561	)

PROVISION FOR INCOME TAX EXPENSE		774,340			-			(165,750	)	(3)		608,590

NET INCOME (LOSS)	$	1,384,112		$	(2,184,513	)	$	(321,750	)		$	(1,122,151	)

BASIC PER SHARE INFORMATION:
Net Loss Per Share											$	(0.20	)
Weighted Average Shares Outstanding												5,652,494

DILUTED PER SHARE INFORMATION:
Net Loss Per Share											$	(0.20	)
Weighted Average Shares Outstanding												5,652,494

	2009		2010		2011		2012		2013

Customer relationship intangible	$	159,267	$	159,267	$	159,267	$	159,267	$	159,267
Trademark intangible		40,000		-		-		-		-
Non-compete intangible		18,444		-		-		-		-
Data Processing intangibles		217,711		159,267		159,267		159,267		159,267

Purchased software		1,956,355		2,961,716		763,611		-		-
Acquired software		650,000		650,000		650,000		650,000		650,000
Total	$	2,824,066	$	3,770,983	$	1,572,878	$	809,267	$	809,267

Donald E. DeWitt	John W. Schock
Daniel W. Farrell, Jr. (Chairman)	Steven D. VanDemark
Richard L. Hardgrove	Dr. J. Michael Walz
Kenneth A. Joyce

Director	Age	Position(s) Held with RDSI and Principal Occupation(s)

John J. Aranowicz	43	Founder, Chief Executive and President of New Core Banking Systems since 2005. Mr. Aranowicz has been involved in the banking industry for 20 years, beginning his career with NCR and Wausau. He purchased an interest in Pro-Soft, Inc. and expanded that company’s banking presence from “Core only” to include item processing, remote capture, image archive, document management and others through a partnership with BankWare. Mr. Aranowicz formed and served as President of Advanced Check, Inc., an image-based item processing Application Service Provider (ASP) that utilized BankWare’s ImageCentre application. He was also a significant shareholder in BW Images, the developer of BankWare’s item image application, ImageCentre. In April 2004, BankWare, Pro-Soft, Advanced Check, and BW Images, were acquired by Fidelity National Financial, Inc.

Donald E. DeWitt	67	Director of RDSI since 1991. Retired Administrator, Pickerington School District.

Daniel W. Farrell, Jr.	65	Director of RDSI since November 2009 and Chairman of the Board of RDSI since February 2010; President and CEO of TGM, Inc. since 2003; Chairman of Board of ProMedica-Defiance Regional Medical Center since 2003; Chairperson of West Region of ProMedica Health System since 2003; Director of ProMedica Health System since 2003; Director – ProMedica Advocacy since 2003 and Member of Defiance Regional Medical Center Foundation.

Richard L. Hardgrove	71	Director of RDSI since November 2009; (Retired) President and Chief Executive Officer of the Eastern Region of Sky Bank, Salineville, Ohio from 1998 to 2001; Deputy Superintendent of Banks, State of Ohio, from 1996 to 1998; Director of Rurban since 2004 and Director of State Bank since 2004.

	•	the name, age, business or residence address of the proposed nominee;

	•	the principal occupation or employment of the proposed nominee; and

	•	the total number of RDSI common shares owned beneficially and/or of record by the proposed nominee, and the length of time any such shares have been so owned.

Audit Committee	Compensation Committee	Governance and Nominating Committee
Donald E. DeWitt	Daniel W. Farrell, Jr.	Donald E. DeWitt
Richard L. Hardgrove*	Richard L. Hardgrove	Daniel W. Farrell, Jr.
John W. Schock	Steven D. VanDemark	John W. Schock
J. Michael Walz	J. Michael Walz*	Steven D. VanDemark*

Name	Age	Position(s) Held with the Company and its Subsidiaries and Principal Occupation(s)

Kenneth A. Joyce	62	Mr. Joyce is expected to serve as Chief Executive Officer and President of RDSI following the spin-off and the merger. He has served as Chairman, Chief Executive Officer and a Director of RDSI since 1997; President, Chief Executive Officer and a Director of Rurban since 2002; Director of State Bank since 2002; Director of ProMedica-Defiance Regional Medical Center and ProMedica Physicians Group; Chairman of ProMedica-Defiance Regional Medical Center Finance Committee; Director of United Way (non-profit); Director of Kettering Country Club.

John J. Aranowicz	43	Mr. Aranowicz is expected to serve as Executive Vice President of RDSI following the spin-off and the merger. He founded New Core and has served as Chief Executive and President of New Core since 2005. Mr. Aranowicz has also been active in several real estate developments.

(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)			(j)
						Stock		Option		Non- Equity Incentive Plan		Change in Pension Value and Nonqualified and Deferred Comp.		All Other
Name and		Salary		Bonus		Awards		Awards		Comp.		Earnings		Comp.			Total
Principal Position	Year	($)		($)		($) (1)		($) (1)		($) (2)		($) (3)		($)			($)

Kenneth A. Joyce
President & Chief Executive Officer of Rurban; Chief	2009	$	324,075		—		—	$	6,216		—	$	93,866	$	24,360	(5)	$	448,518
Executive Officer & President of RDSI	2008	$	292,594		—	$	100,000	$	5,697	$	58,519	$	88,587	$	36,957	(5)	$	582,353

Duane L. Sinn
Executive Vice President & Chief Financial Officer of Rurban	2009	$	151,998		—		—	$	4,085		—	$	2,973	$	23,255	(6)	$	182,311
	2008	$	129,828		—		—	$	3,744	$	19,470	$	3,592	$	25,540	(6)	$	182,174

Named Executive Officer	85-95	%	95-100	%	100-105	%	105-110	%	110-115	%	115-120	%	120-125	%
Kenneth A. Joyce	10.0	%	15.0	%	17.5	%	20.0	%	22.5	%	25.0	%	27.5	%
Duane L. Sinn	7.5	%	10.0	%	12.5	%	15.0	%	17.5	%	20.0	%	22.5	%

Name and Principal Position	Year	Salary ($)(1)		All Other Compensation ($)(2)		Total ($)

John J. Aranowicz President & Chief Executive Officer of New Core	2009	$	231,547	$	7,800	$	239,347
	2008	$	150,350	$	13,861	$	164,211