First Place Financial Corp /De/ Sample Contracts

First Place Financial Corp /De/ – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (March 29th, 2013)

Upon consideration of the Motion for an Order Converting this Case to a Proceeding Under Chapter 7 of the Bankruptcy Code, Pursuant to 11 U.S.C. § 1112(a) (the “Motion”), filed by First Place Financial Corp., the debtor and debtor in possession in the above-captioned proceeding (the “Debtor”); and all parties in interest having received adequate notice of the Motion; and the Court having considered the Motion and having found the relief requested therein is in the best interest of the Debtor, its estate, its creditors, and other interested parties; and good and sufficient cause appearing therefore, it is hereby:

First Place Financial Corp /De/ – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (March 12th, 2013)

First Place Financial Corp. (the “Debtor”), the above-referenced debtor and debtor in possession, files this Motion for an Order Converting this Case to a Proceeding Under Chapter 7 of the Bankruptcy Code, Pursuant to 11 U.S.C. § 1112(a) (the “Motion”) and

First Place Financial Corp /De/ – AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and between FIRST PLACE FINANCIAL CORP., a Delaware corporation, and TALMER BANCORP, INC., a Michigan corporation Dated as of December 14, 2012 (December 20th, 2012)

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of December 14, 2012, by and between First Place Financial Corp., a Delaware corporation (the “Company”), and Talmer Bancorp, Inc., a Michigan corporation (the “Purchaser”).

First Place Financial Corp /De/ – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (December 20th, 2012)

This matter having come before this Court on the Motion of First Place Financial Corp. (“First Place”)1 for Orders Pursuant to §§ 105(a), 363(b), and 365 of Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101, et. seq. (the “Bankruptcy Code”); Rules 2002, 6004, 6006, and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”); and Rule 6004-1 of the Local Rules for the United States Bankruptcy Court of the District of Delaware (the “Local Rules”) (I) Approving (A) Bidding Procedures and (B) the Form and Manner of the Notice of Sale and the Assignment Notice; (II) Authorizing and Approving (A) the Sale of Certain Assets Free and Clear of All Encumbrances and (B) the Assumption and Assignment of Certain Executory Contracts; and (III) Waiving the 14-Day Stay of Bankruptcy Rules 6004(h) and 6006(d) (the “Sale Motion”); and this Court having conducted a hearing on November 26, 2012 and having entered an order dated November 28, 2012 approving the

First Place Financial Corp /De/ – INTERIM ORDER (A) LIMITING CERTAIN TRANSFERS OF EQUITY INTERESTS IN THE DEBTOR, NUNC PRO TUNC TO THE PETITION DATE, AND (B) APPROVING RELATED NOTICE PROCEDURES (November 7th, 2012)

The Court, having considered the Motion of Debtor and Debtor in Possession for Order (A) Limiting Certain Transfers of Equity Interests in the Debtor and (B) Approving Related Notice Procedures (the “NOL Motion”),1 and the argument of counsel at the hearing thereon, hereby finds that: (i) it has jurisdiction over the matters raised in the NOL Motion pursuant to 28 U.S.C. §§ 157 and 1334; (ii) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); (iii) the relief requested in the NOL Motion is in the best interest of the Debtor, its estate and its creditors; (iv) proper and adequate notice of the NOL Motion has been given and no other or further notice is necessary; (v) all present objections to the NOL Motion have been resolved by this Order or are overruled in their entirety; and (vi) upon the record herein and due deliberation thereon good and sufficient cause exists for the granting of the relief as set forth herein on an interim basis, the Court hereby finds that:

First Place Financial Corp /De/ – TALMER BANCORP REACHES AGREEMENT TO PURCHASE AND RECAPITALIZE FIRST PLACE BANK Transaction Will Satisfy First Place Bank Regulatory Capital Requirements and Support Ongoing Lending Agreement Will Provide Well-Capitalized Partner with Shared Commitment to Strengthening Midwest Community Banks All Deposits Remain FDIC Insured; Customers Will Experience No Change in Bank Operations Sale to Be Implemented Through Chapter 11 Filing by First Place Financial Corp.; First Place Bank is Not Included (October 29th, 2012)

WARREN, Ohio, Oct. 29, 2012 – First Place Financial Corp. announced today that it has reached an agreement to sell all of the common stock of its subsidiary, First Place Bank, to Talmer Bancorp, Inc., a well-capitalized bank holding company based in Troy, Michigan that operates 45 bank branches throughout the Midwest. Under the terms of an Asset Purchase Agreement, Talmer has agreed to purchase the stock of First Place Bank for $45 million. In addition, Talmer is expected to provide more than $200 million in capital to First Place Bank to satisfy regulatory capital requirements, strengthen the Bank’s capital structure, and support lending activity.

First Place Financial Corp /De/ – ASSET PURCHASE AGREEMENT by and between FIRST PLACE FINANCIAL CORP., a Delaware corporation, and TALMER BANCORP, INC., a Michigan corporation Dated as of October 26, 2012 (October 29th, 2012)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of October 26, 2012, by and between First Place Financial Corp., a Delaware corporation (the “Company”), and Talmer Bancorp, Inc., a Michigan corporation (the “Purchaser”).

First Place Financial Corp /De/ – UNITED STATES OF AMERICA Before the OFFICE OF THRIFT SUPERVISION (July 13th, 2011)

WHEREAS, First Place Bank, Warren, Ohio, OTS Docket No. 14752 (Association), by and through its Board of Directors (Board), has executed a Stipulation and Consent to Issuance of an Order to Cease and Desist (Stipulation); and

First Place Financial Corp /De/ – UNITED STATES OF AMERICA Before the OFFICE OF THRIFT SUPERVISION (July 13th, 2011)

WHEREAS, First Place Financial Corp, Warren, Ohio, OTS Docket No. H3282 (Holding Company), by and through its Board of Directors (Board), has executed a Stipulation and Consent to the Issuance of Order to Cease and Desist (Stipulation); and

First Place Financial Corp /De/ – First Place Announces Progress on Earnings Restatement and Regulatory Agreement (July 13th, 2011)

Warren, Ohio - First Place Financial Corp. (Nasdaq:FPFC) (the “Company”) announced today that it has made progress toward the restatement of its financial results stemming from adjustments to be made to the allowance for loan losses for First Place Bank, the Company’s wholly-owned subsidiary (the “Bank”). The increase to the allowance will result in the restatement of the Company’s financial statements for the fiscal years ended June 30, 2010 and 2009.

First Place Financial Corp /De/ – SUPERVISORY AGREEMENT (March 3rd, 2011)

This Supervisory Agreement (Agreement) is made this 1st day of March, 2011, by and through the Board of Directors (Board) of First Place Financial Corp, Warren, Ohio, OTS Docket No. H3282 (Holding Company) and the Office of Thrift Supervision (OTS), acting by and through its Regional Director for the Central Region (Regional Director).

First Place Financial Corp /De/ – SUPERVISORY AGREEMENT (March 3rd, 2011)

This Supervisory Agreement (Agreement) is made this 1st day of March, 2011 (Effective Date), by and through the Board of Directors (Board) of First Place Bank, Warren, Ohio, OTS Docket No. 14752 (Association) and the Office of Thrift Supervision (OTS), acting by and through its Regional Director for the Central Region (Regional Director);

First Place Financial Corp /De/ – FIRST PLACE FINANCIAL CORP. 2004 INCENTIVE PLAN (November 17th, 2010)

First Place Financial Corp. (the “Holding Company”) hereby establishes the First Place Financial Corp. 2004 Incentive Plan (the “Plan”) upon the terms and conditions hereinafter stated. The purpose of the Plan is to promote the long-term success of the Holding Company and the creation of shareholder value by (a) encouraging officers, employees, directors and individuals performing services for the Holding Company or its Affiliates as consultants or independent contractors to focus on critical long-range objectives, (b) encouraging the attraction and retention of officers, employees, directors, consultants and independent contractors with exceptional qualifications, and (c) linking officers, employees, directors, consultants and independent contractors directly to shareholder interests through ownership of the Holding Company. The Plan seeks to achieve this purpose by providing for Awards in the form of options to purchase shares of the Holding Company, restricted stock or stock appreci

First Place Financial Corp /De/ – BYLAWS OF FIRST PLACE FINANCIAL CORP. (November 2nd, 2010)

An annual meeting of the stockholders, for the election of Directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months subsequent to the later of the date of incorporation or the last annual meeting of stockholders.

First Place Financial Corp /De/ – Company Overview * * * * * * * * * * (July 27th, 2010)

4 • Ticker Symbol: FPFC • Headquartered in Warren, Ohio • Average Daily Trading Volume: 28,335 (4/1/10 – 6/30/10) • Primary Regulator: Office of Thrift Supervision • Institutional & Insider Ownership: 19.8% & 11.8% respectively First Place Assets $3.2 Billion Retail Locations 43 Loan Offices 20 States: Ohio, Indiana, Maryland, Michigan, Pennsylvania First Place Corporate Profile The Bank that means Business First Place Financial Corp./Qtr End 6/30/10

First Place Financial Corp /De/ – For release: July 22, 2010 For further information contact: (July 22nd, 2010)
First Place Financial Corp /De/ – For release: July 22, 2010 For further information contact: Steven R. Lewis, President & CEO David W. Gifford, CFO (July 22nd, 2010)

Warren, Ohio – July 22, 2010 – First Place Financial Corp. (Nasdaq: FPFC) today announced that it has filed with the Securities and Exchange Commission to withdraw its registration statement, filed in June 2010, to sell approximately $80 million of Common Stock due to unfavorable market conditions.

First Place Financial Corp /De/ – SUBSIDIARIES OF FIRST PLACE FINANCIAL CORP. (June 3rd, 2010)
First Place Financial Corp /De/ – For Release: April 27, 2010 Contact: (April 27th, 2010)
First Place Financial Corp /De/ – Contract (February 9th, 2010)

3 • Ticker Symbol: FPFC • Average Daily Trading Volume: 17,132 (10/1/09 – 12/31/09) • Primary Regulator: Office of Thrift Supervision • Institutional & Insider Ownership: 19.1% & 10.6% respectively First Place Assets $3.3 Billion Retail Locations 44 Loan Offices 18 States: Ohio, Indiana, Maryland, Michigan, Pennsylvania First Place Corporate Profile The Bank that means Business First Place Financial Corp./Qtr End 12/31/09

First Place Financial Corp /De/ – Contract (November 12th, 2009)

Sandler O’Neill’s 2009 East Coast Financial Services Conference November 12, 2009 Steven R. Lewis, President & CEO David W. Gifford, CFO Exhibit 99.1

First Place Financial Corp /De/ – Contract (October 30th, 2009)

3 • Business of the Meeting • 2009 Financial Overview and Q1 ’10 Highlights • 2009 Environment, Achievements, & Challenges • Question & Answer • Recognizing Commitment & Leadership • Election Results First Place Annual Meeting Agenda

First Place Financial Corp /De/ – Mutual Termination Agreement (September 11th, 2009)

Whereas, First Place Bank, a federal savings association (“Purchaser”), and AmTrust Bank, a federal savings bank (“Seller”), have entered into a Purchase and Assumption Agreement dated June 23, 2009 (the “Purchase Agreement”) and a Mortgage Loan Purchase Agreement dated June 23, 2009 (the “Loan Agreement” and together with the Purchase Agreement, the “Agreements”);

First Place Financial Corp /De/ – NEWS RELEASE (September 11th, 2009)

Warren, Ohio - First Place Bank, a wholly-owned subsidiary of First Place Financial Corp (Nasdaq: FPFC) and AmTrust Bank announced today that, by mutual consent as provided by the definitive agreement executed on June 23, 2009, the planned purchase of three AmTrust Lake County branches has been terminated.

First Place Financial Corp /De/ – Contract (July 29th, 2009)

3 • Ticker Symbol: FPFC • Average Daily Trading Volume: 29,000 (July 2009) • Primary Regulator: Office of Thrift Supervision • Institutional & Insider Ownership: 27.0% & 8.2% respectively Assets $3.4 Billion Retail Locations 44 Loan Production Offices 18 States: Ohio, Michigan, Pennsylvania, Indiana, Maryland First Place Corporate Profile

First Place Financial Corp /De/ – PURCHASE AND ASSUMPTION AGREEMENT dated as of June 23, 2009 between AMTRUST BANK and FIRST PLACE BANK (June 25th, 2009)

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of June 23, 2009 (“Agreement”), between AmTrust Bank (“Seller”) and First Place Bank (“Purchaser”).

First Place Financial Corp /De/ – NEWS RELEASE (June 25th, 2009)
First Place Financial Corp /De/ – MORTGAGE LOAN PURCHASE AGREEMENT (June 25th, 2009)

This MORTGAGE LOAN PURCHASE AGREEMENT is made and entered into as of June 23, 2009 (the “Agreement”), by and between First Place Bank, a federally chartered savings association, having its principal office at 185 East Market Street, Warren, Ohio 44481-1102 (“Purchaser”), and AmTrust Bank, a federally chartered savings bank, having its principal office at 1801 East 9th Street, Suite 200, Cleveland, Ohio 44114-3103 (the “Seller”).

First Place Financial Corp /De/ – NEWS RELEASE (June 4th, 2009)

Warren, Ohio - First Place Financial Corp. (Nasdaq: FPFC), the parent company of First Place Bank, has received shareholder approval to issue First Place Financial Corp. (the Company) common stock upon exercise of the Amended and Restated Warrant issued to the U.S. Department of Treasury under its TARP Capital Purchase Program. More than 95% of the shareholders who voted on this issue voted in favor of approval.

First Place Financial Corp /De/ – AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK (April 6th, 2009)

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

First Place Financial Corp /De/ – AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK (April 6th, 2009)

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

First Place Financial Corp /De/ – CERTIFICATE OF DESIGNATIONS OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A OF FIRST PLACE FINANCIAL CORP. (March 17th, 2009)

First Place Financial Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 of the Delaware General Corporation Law thereof, does hereby certify:

First Place Financial Corp /De/ – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF FIRST PLACE FINANCIAL CORP. (March 17th, 2009)

First Place Financial Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151 of the Delaware General Corporation Law thereof,

First Place Financial Corp /De/ – UNITED STATES DEPARTMENT OF THE TREASURY 1500 PENNSYLVANIA AVENUE, NW WASHINGTON, D.C. 20220 (March 17th, 2009)

WHEREAS, the United States Department of the Treasury (the “Investor”) may from time to time agree to purchase shares of preferred stock and warrants from eligible financial institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase Program (“CPP”);

First Place Financial Corp /De/ – WARRANT TO PURCHASE COMMON STOCK (March 17th, 2009)

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.