IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re FIRST PLACE FINANCIAL CORP. Debtor.

DEBTORS MOTION FOR ORDER (A) LIMITING CERTAIN TRANSFERS OF EQUITY INTERESTS IN THE DEBTOR AND (B) APPROVING RELATED NOTICE PROCEDURES First Place Financial Corp. (the Debtor), the debtor and debtor in possession in the above-captioned chapter 11 case, presently maintains beneficial tax attributes, including net operating losses (the NOLs) that could total millions of dollars. Such NOLs, if preserved, could potentially yield significant tax benefits. There is a very real and immediate risk, however, that unregulated post-petition trading in the Debtors equity interests could reduce or destroy the NOLs value, which could affect the Debtors reorganization efforts. Accordingly, the Debtor requests that the Court enter an order, substantially in the form attached hereto, approving (i) limited and tailored restrictions on trading in the Debtors equity interests and (ii) discrete noticing provisions, in order to allow the Debtor the ability to take reasonable steps to protect its NOLs and other tax attributes from being unnecessarily dissipated in violation of the automatic stay. I. Jurisdiction and Venue 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 Chapter 11 Case No. 12-12961 (BLS)

and 1334. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). The statutory predicates for the relief requested herein are Bankruptcy Code sections 105(a), 362(a)(3), and 541.
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II. Background A. 2. General Background Regarding the Debtor On October 29, 2012 (the Petition Date), the Debtor commenced the

above-captioned chapter 11 case by filing a voluntary petition under chapter 11 of title 11 of the United States Code (the Bankruptcy Code). Pursuant to Bankruptcy Code sections 1107(a) and 1108, the Debtor is continuing to operate and manage its financial affairs as a debtor in possession. As of the date hereof, no trustee, examiner or official committee of unsecured creditors has been appointed in this case. 3. Additional background regarding the Debtor, its business operations, and

the events leading up to its bankruptcy filing is set forth in the Declaration of David W. Gifford in Support of First Day Pleadings, which is filed concurrently herewith and incorporated herein by reference. B. 4. The Debtors NOLs and Other Beneficial Tax Attributes The Debtor is part of a consolidated tax group that has incurred significant

net operating losses in the recent past. Members of the Debtors consolidated tax group include the Debtor and the Debtors wholly-owned subsidiaries, First Place Bank (the Bank) and First Place Holdings, Inc. (FPH, and collectively, with the Debtor and the Bank, the Tax Group). Presently, the Tax Groups reported consolidated NOLs for

the 2009 tax year amount to over $39 million. However, the actual, current balance of the Tax Groups consolidated NOLs is subject to upward revision upon the completion of a reaudit and restatement of the Debtors prior consolidated financial results. 5. In December of 2010, the Audit Committee of the Debtors Board of

Directors determined that the Debtors consolidated financial results for the fiscal year

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ended June 30, 2010 could no longer be relied upon, due to an understated allowance for loan losses. Subsequent investigations of the Debtors consolidated financial results revealed that additional restatements of those consolidated financial results, beyond the fiscal year ending June 30, 2010 would be necessary. 6. The Debtor is presently in the process of restating its consolidated

financial results for the fiscal years ended June 30, 2008, 2009, and 2010, as well as the interim fiscal periods ending December 31, 2007 and September 31, 2007. The Debtor preliminarily estimates that upon the completion of these financial restatements and submission of amended, consolidated tax returns, the cumulative balance of the Tax Groups consolidated NOLs may be subject to material upward revision. 7. These consolidated NOLs must be allocated among the members of the

Tax Group. Although the bulk of these NOLs will likely be attributable to the Bank, the Debtor believes that it will nevertheless still be entitled to a material portion of the Tax Groups consolidated NOLs. The Debtors precise share of the Tax Groups consolidated NOLs will not be determined until the Debtor and its accounting professionals complete their reaudit of the Debtors consolidated financial results and file any amended tax returns that would be appropriate in light of the reaudited financial results. 8. The Debtors share of the Tax Groups NOLs are a likely valuable asset

because under the Internal Revenue Code, 26 U.S.C. 1 et seq. (the IRC), the Debtor can carry forward NOLs to offset future taxable income for up to 20 taxable years and thereby greatly reduce future aggregate tax obligations. Assuming a 35% corporate tax rate, the NOLs could potentially produce millions of dollars in potential future tax savings.

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9.

At the outset of this proceeding, the Debtor has requested an expedited

sale of its most valuable asset -- its Bank stock. The Debtor submits that this sale of its Bank stock will maximize the value of its estate for the benefit of its creditors, pave the way for restoration of the Banks capital levels as its banking regulators have requested, and avert the destructive loss in value that would accompany a Bank seizure. 10. After the consummation of its Bank sale, the Debtor will explore all

available options available for maximizing the remaining value of its estate, for the benefit of its creditors and stakeholders. Although the Debtor is still formulating its postBank sale strategies, the presence of the NOLs, and accompanying tax savings associated with the Debtors share of the NOLs, could significantly expand the Debtors options post-Bank sale. Thus, the Debtor believes that it is in the best interest of its estate to preserve any potential NOLs to which the Debtor may be entitled following restatement of its financial results. 11. A corporation's ability to use its NOLs may be reduced or eliminated

under certain circumstances. See, e.g., IRC 269 & 382. The focus of this Motion is on one of those circumstances: the possibility that the Debtor might experience an ownership change.1 Pursuant to IRC section 382(g), an ownership change occurs if, immediately after a testing date, and as measured during a rolling 3-year testing period,2 the percentage of the corporation's stock (measured by value) held by certain

In general, under IRC 382, if a corporation undergoes an ownership change, the amount of NOLs that the corporation can use in any given year to reduce its taxable income is limited to an amount equal to (a) the value of the corporations equity on the date that the ownership change occurred, multiplied by (b) the long-term tax-exempt rate on that date. Currently, the long-term tax-exempt rate is 2.87 percent.
2 Very generally, a testing date occurs when there is a change in the percentage of stock owned by a 5% shareholder before or after the change. The broader "testing period" generally consists of the 3-year period prior to any given testing date.

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significant shareholders (i.e., shareholders who own 5% or more of the stock, or who are deemed by Treasury Regulations to own 5% or more of the stock, even though they own less than 5%) increases by 50 percentage points or more. The percentage point increase by 5% shareholders or persons or entities deemed to be 5% shareholders is referred to as an owner shift. Thus, an owner shift of more than 50 percentage points creates an ownership change, and triggers the NOL limitation described above. For example, if the owner shift is 47% and a shareholder owning 6% of a corporation's stock increases his or her stock ownership to 10% of the corporation's stock, the owner shift increases from 47% to 51% (by reason of the additional 4% acquisition) and an ownership change occurs. 12. Under IRC section 382(g)(4)(A), all stockholders who individually hold

less than 5% of the shares of stock of a company are generally deemed to be a single 5% stockholder throughout the 3-year testing period, and transfers between such stockholders are disregarded for purposes of determining whether an ownership change has occurred. Thus, so long as half or more of the debtor's stock is owned by less than 5% stockholders throughout the 3-year testing period, there will be no ownership change under IRC section 382. 13. Accordingly, the Debtor does not seek to impose the requested notice and

hearing procedures on transactions by stockholders holding less than 5% of the Debtor's stock, provided that such stockholders do not intend to accumulate a 5% or greater block of stock or add or sell their shares to or from such a block. In fact, as of the Petition Date, the Debtor is only presently aware of one entity holding 5% or more of its stock.3

Some of the Debtors stock is held in street name, such that the actual beneficial holder of the shares is not listed on the Debtors share registry. The Debtor is still in the process of reviewing its list of
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14.

Once all or part of a NOL is disallowed under IRC section 382 on account

of an ownership change, that NOLs use is limited forever, and once an equity interest is transferred, the transfer cannot be nullified without court action. Thus, unrestricted transfers of equity securities in the Debtor could hinder the Debtor's reorganization efforts by causing it to lose NOLs that could offset future taxable income. 15. The Debtors stock was previously traded on the NASDAQ stock

exchange, before being delisted in late 2011, and, upon information and belief, continues to be traded in the over-the-counter market. Unrestricted trading in the Debtors equity securities, including via the over-the-counter exchange, could potentially diminish the value of the Debtors estate. III. Relief Requested 16. The Debtor requests that the Court enter an order, substantially in the form

attached hereto, approving (i) limited and tailored restrictions on trading in the Debtors equity interests and (ii) discrete noticing provisions, in order to allow the Debtor the ability to take reasonable steps to protect its NOLs and other tax attributes from being unnecessarily dissipated in violation of the automatic stay. IV. Basis for Relief A. 17. The NOLs are Property of the Debtors Estate Section 541 of the Bankruptcy Code broadly defines property of the

estate to include all legal or equitable interests of the debtor in property as of the commencement of the case and [a]ny interest in property that the estate acquires after the commencement of the case. See 11 U.S.C. 541(a).
street name holders, but is not presently aware of any other persons who hold more than 5% of the Debtors stock in street name.
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18.

In the seminal case of Official Committee of Unsecured Creditors v. PSS

Steamship Co. (In re Prudential Lines, Inc.), 928 F.2d 565 (2d Cir.), cert. denied, 502 U.S. 821 (1991), the Court of Appeals for the Second Circuit held that a debtors NOLs are property of the bankruptcy estate pursuant to Bankruptcy Code section 541. See id. at 570-71; see also, e.g., Majestic Star Casino, LLC v. Barden Dev., Inc. (In re Majestic Star Casino, LLC), 466 B.R. 666, 674 (Bankr. D. Del. 2012)(debtor has a property interest in the benefits associated with its net operating losses), In re Prudential Lines, Inc., 107 B.R. 832, 841 (Bankr. S.D.N.Y. 1989) ([T]here are compelling bankruptcy purposes for including NOL carry-forwards within the ken of estate property. The losses relate to the period when creditors were not paid and any value to be obtained should belong to them. The statutory language, legislative history and better reasoned case law permit no other conclusion.); In re Phar-Mor, Inc., 152 B.R. 924, 926 (Bankr. N.D. Ohio 1993) ([T]he Court finds that NOL's are property of the estate under the broad language of [section] 541(a)(1) as a power or right which may be exercised by a debtor for its own benefit.). 19. Simply put, the Debtors share of the Tax Groups NOLs are potentially

valuable assets in which the Debtors estate and all its beneficiaries have a direct and immediate interest. As such, there can be no real dispute that the Debtors share of the NOLs should be protected as property of the Debtors estate under the Bankruptcy Code. See, e.g., Nisselson v. Drew Indus., Inc. (In re White Metal Rolling & Stamping Corp.), 222 B.R. 417, 424 (Bankr. S.D.N.Y. 1998) (It is beyond peradventure that NOL carrybacks and carryovers are property of the estate of the loss corporation that generated them.); Phar-Mor, 152 B.R. at 927 (What is certain is that the NOL has a potential

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value, as yet undetermined, which will be of benefit to creditors and will assist Debtors in their reorganization process. This asset is entitled to protection while Debtors move forward toward reorganization.). B. 20. The NOLs are Protected by the Automatic Stay Section 362 of the Bankruptcy Code operates as a stay, immediately

applicable to all entities on the Petition Date, of any act to obtain possession of property of the estate or of property from the estate or to exercise control over property of the estate. 11 U.S.C. 362(a)(3). 21. It is well established that NOLs are entitled to the protection of the

automatic stay. As explained by Bankruptcy Judge Buschman in Prudential Lines, the control provision of 362(a)(3) is to be defined by the underlying congressional purposes of preventing dismemberment of the estate and assuring orderly distribution. Id., 107 B.R. at 842. Thus, where a non-debtors action with respect to an interest that is intertwined with that of a bankrupt debtor would have the legal effect of diminishing or eliminating property of the bankrupt estate, such action is barred by the automatic stay. Prudential Lines, 928 F.2d at 574. 22. This basic principle has been held to apply specifically to situations where

the transfer of a debtors securities by its shareholders would effect an ownership change under the IRC that would have a deleterious effect on the value of the debtors NOLs. See, e.g., Phar-Mor, 152 B.R. at 927 (concluding that under such facts, sale of stock is prohibited by 362(a)(3) as an exercise of control over the NOL, which is property of the estate).

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23.

While the propriety of protecting NOLs in bankruptcy is so well

established that few courts deem it necessary to publish formal decisions buttressing the result plainly expressed in Prudential Lines and Phar-Mor, it is worth emphasizing that relief akin to that requested by the Motion is regularly granted in bankruptcy cases involving publicly traded securities and NOLs, including other financial services holding company cases. See, e.g., In re Trident Resources Corp., et al., Case No. 09-13150 (MFW) (Bankr. D. Del. Jan. 26, 2010); In re Colonial Bancgroup, Inc., Case No. 0932303 (DHW) (Bankr. M.D. Ala. Nov. 23, 2009); In re Fremont General Corp., Case No. 08-13421 (Bankr. C.D. Cal. Jun 19, 2009). C. 24. The Relief Sought by the Motion is Narrowly Tailored Section 105 of the Bankruptcy Code provides that [t]he court may issue

any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. 11 U.S.C. 105(a). The limited restrictions and notice

procedures contained in the proposed form of Order are both necessary and appropriate to protect the Debtors valuable NOLs in this case, without unduly burdening the rights of the existing shareholders. 25. The requested relief has been narrowly tailored to apply only to those

persons who own (or could own as a result of a proposed transfer) equity in the Debtor of at least 905,793 shares or more (a Substantial Equityholder, as defined in the proposed Order submitted herewith). Thus, the Debtor only seeks to impose the notice and hearing requirements on transfers of equity interests by or to a relatively small group of persons. In fact, as of the Petition Date, the Debtor is only aware of one such entity that would be affected by the relief requested herein. As a result, the procedures requested by the

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Debtor would still permit most transactions acquiring or disposing of the Debtors equity securities to continue, subject only to any otherwise applicable law. In particular, the procedures and restrictions requested hereby should rarely, if ever, apply to trading among small, mom and pop public shareholders of the Debtor. 26. The holders of the Debtors equity interests that are subject to the relief

requested herein will not be unfairly affected thereby. If a Substantial Equityholder4 wishes to transfer its stock, then it may comply with the specified notice procedures and then demonstrate, on a case-by-case basis, that a particular proposed transaction or set of transactions will not harm the estate by diminishing the value of the Debtors NOLs. As cogently articulated by the court in Phar-Mor, such a mechanism remedies any adversity faced by the Debtor's current shareholders insofar as Each such motion will be considered on its individual merits. In keeping with the purpose of 362(a)(3) to protect estate assets for the benefit of all creditors, analysis of any requested sale or transfer will require a balancing of the interests of all creditors and equity security holders in preserving the NOL against the interest of the individual applicant in realizing a significant benefit for the sale or transfer. In addition, the Court will consider the impact of the sale or transfer on the Debtors reorganization process. Id., 152 B.R. at 925. The procedures set forth in the proposed Order are specifically designed to allow for such case-by-case analysis while simultaneously ensuring that the Debtor's valuable NOLs are not needlessly destroyed. 27. Finally, the proposed Order expressly contains several provisions designed

to protect the confidentially of any affected holders and to further minimize the disruptive impact beyond the scope necessary to accomplish the purposes of this Motion.

The other likely far larger group potentially affected by the Motion is the class of prospective purchasers of the Debtor's shares, who, by such purchases, could trigger an ownership change. 10

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28.

In sum, the Debtors share of the Tax Groups NOLs are potentially

valuable assets of its estate that could affect the Debtors reorganization and benefit all of its constituencies. If the Debtor is unable to monitor and object to certain transfers, the Debtors future use of its share of those NOLs may be jeopardized. The Debtor has accordingly proposed notice and hearing procedures that should impose minimal burdens on affected entities and achieve a substantial benefit to the Debtors estate, and the Debtor believes that granting the relief requested in this Motion is in the best interests of the Debtors estate, its creditors, and other parties in interest. V. Notice 29. Notice of this Application has been served on the United States Trustee for

the District of Delaware, the Debtors twenty (20) largest unsecured creditors, holders of more than 5% of the Debtors outstanding common stock, and parties requesting special notice. The Debtor respectfully submits that such service and notice is sufficient under the circumstances and that no other or further notice need be provided. VI. No Prior Request 30. No prior request for the relief sought in this Application has been made to

this or any other court. [Remainder of Page Intentionally Left Blank]

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11

VII. Conclusion WHEREFORE, for the reasons based on the authorities set forth above, the Debtor requests that the Court grant the Motion in its entirety, enter the proposed form of Order attached hereto, and grant the Debtor such other and further relief as may be just and proper. Dated: October 29, 2012 Wilmington, Delaware

BAYARD, P.A. /s/ Neil B. Glassman Neil B. Glassman (No. 2087) Jamie L. Edmonson (No. 4247) Justin R. Alberto (No. 5126) 222 Delaware Avenue, Suite 900 Wilmington, Delaware 19801 Telephone: (302) 655-5000 Facsimile: (302) 658-6395 Email: nglassman@bayardlaw.com jedmonson@bayardlaw.com jalberto@bayardlaw.com -andPATTON BOGGS LLP Robert W. Jones, Esquire Brent R. McIlwain, Esquire Brian Smith, Esquire 200 McKinney Avenue, Suite 1700 Dallas, Texas 75201 Telephone: (214) 758-1500 Facsimile: (214) 758-1550 Email: rwjones@pattonboggs.com bmcilwain@pattonboggs.com bsmith@pattonboggs.com Proposed Counsel for Debtor and Debtor in Possession

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12

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re FIRST PLACE FINANCIAL CORP. Debtor. Chapter 11 Case No. 12-12961 (BLS) Re: Docket No. ___

ORDER (A) LIMITING CERTAIN TRANSFERS OF EQUITY INTERESTS IN THE DEBTOR AND (B) APPROVING RELATED NOTICE PROCEDURES 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 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, the Court hereby finds that: A. Unrestricted trading in equity interests of the Debtor prior to the Debtors

emergence from Chapter 11 could potentially limit the Debtors ability, in connection with its eventual emergence from bankruptcy, to utilize net operating loss (NOL) carryovers and certain other tax attributes for U.S. federal income tax purposes, pursuant to the rules under section 382 of the Internal Revenue Code.

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B.

The trading restrictions and procedures set forth herein are reasonable and

proper in order to preserve such NOL carryovers and other tax attributes, and are therefore in the best interests of the Debtor, its estate, and its creditors. C. The relief requested in the NOL Motion is authorized and appropriate

under sections 105(a), 362, and 541 of the Bankruptcy Code. THEREFORE, IT IS HEREBY ORDERED that: 1. Date. 2. The procedures and restrictions set forth on Exhibit A attached hereto, The NOL Motion is granted on a final basis retroactive to the Petition

regarding transfers of the Debtors equity interests are imposed and approved. 3. The relief provided in this Order is in addition to, and not in lieu of, any

and all other rights and remedies available to the Debtor. 4. Notwithstanding the possible applicability of any of the Federal Rules of

Bankruptcy Procedure or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 5. The Court shall retain jurisdiction to hear and determine all matters arising

from the implementation of this Order. Dated: _____________ ___, 2012 Wilmington, Delaware

____________________________________ The Honorable Brendan L. Shannon United States Bankruptcy Judge

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the NOL Motion. 2

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Exhibit A
NOL Transfer Procedures and Restrictions 1. Notice of Substantial Equityholder Status. Within twenty (20) days of the

later of the entry of this Order and the date on which an Entity becomes a Substantial Equityholder (as such term is defined below in Section 8), each Substantial Equityholder shall serve on the Debtor and its counsel, by facsimile or overnight mail, a notice in the form attached to this Order as Exhibit B-1 (a Substantial Equityholder Notice), setting forth summary information regarding the aggregate amount of Stock of which that Entity has Tax Ownership.
2.

Restrictions and Procedures for Trading in Stock. Any Entity that, after

the Petition Date: a. is not a Substantial Equityholder and wishes to purchase or otherwise acquire Tax Ownership of an amount of Stock that would cause the Entity to become a Substantial Equityholder; b. is a Substantial Equityholder and wishes to purchase or otherwise acquire Tax Ownership of any additional Stock; or
c.

is a Substantial Equityholder and wishes to sell or otherwise dispose of Tax Ownership of any Stock,

must, prior to the consummation of any such transaction, serve on the Debtor and its counsel a notice in the form attached to this Order as Exhibit B-2, in the case of a proposed acquisition of Stock, or Exhibit B-3, in the case of a proposed disposition of Stock (either such notice, a "Proposed Stock Transaction Notice"). If no written

objection to the proposed transaction is filed with the Court by the Debtor within twenty (20) calendar days following the receipt of a Proposed Stock Transaction Notice, then the transaction may proceed. If a written objection to the proposed transaction is filed by the

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Debtor with the Court within such period, then the transaction may not be consummated unless and until it is approved by a final and nonappealable order of the Court. Any further transactions within the scope of this Section 2 must be the subject of additional notices as set forth herein with additional waiting periods. 3. Confidentiality. The Debtor shall keep all information provided in notices

delivered pursuant to this Order strictly confidential and shall not disclose the contents thereof to any person, except (i) to the extent necessary to respond to a petition or objection filed with the Court; (ii) to the extent necessary to prepare tax returns or tax filings; (iii) to the extent otherwise required by law; or (iv) to the extent that the information contained therein is already public; provided, however, that the Debtor may disclose the contents thereof to its counsel and professional financial advisers and, upon the request of the Creditors Committee or the Equity Committee, if any, shall disclose information relating to any proposed Stock transaction to the counsel and professional financial advisers of the Creditors Committee or the Equity Committee, who shall keep all such notices strictly confidential and shall not disclose the contents thereof to any other person, including any member of the Creditors Committee or the Equity Committee, subject to further Court order. To the extent confidential information is necessary to respond to a petition or objection filed with the Court, such confidential information shall be filed under seal or in redacted form. 4. Sanctions for Noncompliance. Acquisitions and dispositions of Tax

Ownership of Stock in violation of the restrictions and procedures set forth in Section 2 shall be void ab initio, and the sanction for violating Section 2 shall be reversal of the

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noncompliant transaction or such other (or additional) measures as the Court may consider appropriate. 5. Discretionary Waiver by Debtor. The Debtor may waive any sanctions,

remedies, or notification procedures imposed by this Order on parties other than the Debtor. 6. Notice of this Order. Within five (5) business days of the entry of this

Order, the Debtor shall (i) submit a notice of the entry of this Order (substantially in the form attached to this Order as Exhibit C) for publication on the Bloomberg newswire service and the Depository Trust Company Legal Notice System (also known as LENS); (ii) post such notice together with a copy of this Order on the website, if any, used for the posting of documents in the Debtor's bankruptcy case; (iii) serve a notice of the entry of this Order on (1) the Office of the United States Trustee for the District of Delaware; (2) any identified Substantial Equityholders; and (3) the Internal Revenue Service. Following the appointment of a Creditors Committee, if any, counsel for the Creditors Committee shall send such notice to their respective committee members. Following the appointment of an Equity Committee, if any, counsel for the Equity Committee shall also send such notice to their respective committee members. All notices required to be served on specific parties in accordance with this paragraph shall be served by means of facsimile and overnight mail. 7. Continued Compliance with Other Applicable Laws and Rules. The

requirements set forth in this Order are in addition to the requirements of the Federal Rules of Bankruptcy Procedure and applicable securities, corporate, and other laws, and do not excuse compliance therewith.

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8. apply:

Definitions. For purposes of this Order, the following definitions shall

Agent means a broker, account manager, agent, custodian, nominee, prime broker, clearinghouse, or trustee (including an Indenture Trustee but not including a trustee qualified under section 401(a) of the Internal Revenue Code). Bankruptcy Code means title 11 of the United States Code. Chapter 11 means chapter 11 of the Bankruptcy Code. Creditors Committee means the official committee of unsecured creditors, if any, appointed in this case. Debtor has the meaning given in the first paragraph hereof. NOL Motion has the meaning given in the first paragraph hereof. Entity means a person or entity for purposes of the rules under section 382 of the Internal Revenue Code. Equity Committee means a statutorily appointed equityholders committee for the Debtor, if any. Internal Revenue Code means the Internal Revenue Code of 1986, as amended. NOL has the meaning given in first paragraph of the findings hereof. Petition Date means October 29, 2012. Proposed Stock Transaction Notice has the meaning given in Section 2. Stock means the common shares of First Place Financial Corp., including any options, warrants, debt conversion rights, or other rights to acquire

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the common shares of First Place Financial Corp. or similar interests, regardless of whether such options are contingent or otherwise not currently exercisable. Substantial Equityholder means an Entity that has Tax Ownership of at least 905,793 shares of Stock. Substantial Equityholder Notice has the meaning given in Section 1. Tax Ownership means beneficial ownership for U.S. federal income tax purposes as determined in accordance with applicable rules under section 382 of the Internal Revenue Code. To the extent provided in those rules, Tax Ownership shall include, but not be limited to, direct and indirect ownership (e.g., a holding company would generally be considered to have Tax Ownership of all Stock owned by its subsidiaries), ownership by members of a person's family and persons acting in concert and, in certain cases, ownership of an option, warrant, convertible security, or similar interest.

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Exhibit B-1
SUBSTANTIAL EQUITYHOLDER NOTICE PLEASE TAKE NOTICE that, as of [_____ __], 20__, [__________] has Tax Ownership1 of [__________] shares of the Stock. PLEASE TAKE FURTHER NOTICE that this Notice is being served upon [__________]. This notice is given in addition to, and not as a substitute for, any requisite notice under Rule 3001(e) of the Federal Rules of Bankruptcy Procedure. Respectfully submitted, [Name] [Address] [Telephone] [Facsimile] Dated: [_____ __], [____]

Unless otherwise defined herein, each capitalized term shall have the meaning ascribed to it in the Order (A) Limiting Certain Transfers of Equity Interests in the Debtor and (B) Approving Related Notice Procedures entered in the chapter 11 bankruptcy case of First Place Financial Corp. (the Order).

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Exhibit B-2
NOTICE OF INTENT TO PURCHASE OR OTHERWISE ACQUIRE TAX OWNERSHIP OF STOCK PLEASE TAKE NOTICE that [__________] intends to purchase or otherwise acquire Tax Ownership of [__________] shares of the Stock (the Proposed Transaction).1 PLEASE TAKE FURTHER NOTICE that, prior to giving effect to the Proposed Transaction, [__________] has Tax Ownership of [__________] shares of the Stock. PLEASE TAKE FURTHER NOTICE that, after giving effect to the Proposed Transaction, [__________] would have Tax Ownership of [__________] shares of the Stock. PLEASE TAKE FURTHER NOTICE that this notice is being served upon [__________]. [__________] further acknowledges and agrees that (i) if the Debtor files a written objection to the Proposed Transaction within twenty (20) calendar days of the date of this notice, the Proposed Transaction may not be consummated unless approved by a final and nonappealable order of the Court; (ii) any transaction purportedly consummated in violation of the Order will be void ab initio and will result in the imposition of sanctions as provided in the Order; and (iii) any further transactions contemplated by [__________] that may result in [__________] purchasing or otherwise acquiring Tax Ownership of additional Stock will each require an additional notice to be served in the same manner as this notice. Respectfully submitted, [Name] [Address] [Telephone] [Facsimile] Dated: [_____ __], [____]

Unless otherwise defined herein, each capitalized term shall have the meaning ascribed to it in the Order (A) Limiting Certain Transfers of Equity Interests in the Debtor and (B) Approving Related Notice Procedures entered in the chapter 11 bankruptcy case of First Place Financial Corp. (the Order).

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Exhibit B-3
NOTICE OF INTENT TO SELL OR OTHERWISE DISPOSE OF TAX OWNERSHIP OF STOCK PLEASE TAKE NOTICE that [__________] intends to sell or otherwise dispose of Tax Ownership of [__________] shares of the Stock (the "Proposed Transaction").1 PLEASE TAKE FURTHER NOTICE that, before giving effect to the Proposed Transaction, [__________] has Tax Ownership of [__________] shares of the Stock. PLEASE TAKE FURTHER NOTICE that, after giving effect to the Proposed Transaction, [__________] would have Tax Ownership of [__________] shares of the Stock. PLEASE TAKE FURTHER NOTICE that this notice is being served upon [__________]. [__________] further acknowledges and agrees that (i) if the Debtor files a written objection to the Proposed Transaction within twenty (20) calendar days of the date of this notice, the Proposed Transaction may not be consummated unless approved by a final and nonappealable order of the Court; (ii) any transaction purportedly consummated in violation of the Order will be void ab initio and will result in the imposition of sanctions as provided in the Order; and (iii) any further transactions contemplated by [__________] that may result in [__________] selling or otherwise disposing of Tax Ownership of additional Stock will each require an additional notice to be served in the same manner as this notice. Respectfully submitted, [Name] [Address] [Telephone] [Facsimile] Dated: [_____ __], [____]

Unless otherwise defined herein, each capitalized term shall have the meaning ascribed to it in the Order (A) Limiting Certain Transfers of Equity Interests in the Debtor and (B) Approving Related Notice Procedures entered in the chapter 11 bankruptcy case of First Place Financial Corp. (the Order).

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Exhibit C
PUBLICATION NOTICE Court Enters Order Restricting Trading in Equity of First Place Financial Corp. The United States Bankruptcy Court for the District of Delaware has entered an order that imposes substantial restrictions on the trading of equity interests in First Place Financial Corp. A copy of the order may be found at the following internet address: [___________]; questions regarding the order may be directed to representatives of the debtor at the following telephone number: [____________]. The case number for the bankruptcy action is 12-_____-__-11.

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