Common use of REPRESENTATIONS AND WARRANTIES CONCERNING Clause in Contracts

REPRESENTATIONS AND WARRANTIES CONCERNING. THE PURCHASED ASSETS 19 Section 4.1 Representations and Warranties Concerning the Purchased Assets 19 ARTICLE 5 PRE-CLOSING COVENANTS 25 Section 5 1 Reasonable Efforts 25 Section 5.2 Notices and Consents 25 Section 5.3 Operation of Business 26 Section 5 4 Access to Information 26 Section 5.5 Contact with Customers and Vendors 27 Section 5.6 Schedules 27 Section 5.7 FTZ Subzone Status 27 Section 5.8 Financial Statements 28 ARTICLE 6 OTHER COVENANTS 28 Section 6.1 Further Actions 28 Section 6.2 Retention of and Access to Books and Records 28 Section 6.3 Access to Purchased Assets 29 Section 6.4 Seller’s Name; Removal of Logos and Signs 29 Section 6.5 Employee Matters 30 Section 6.6 Intellectual Property Matters 30 Section 6.7 Release and Replacement of Bonds, Guaranties, etc. 30 Section 6.8 WARN Act 31 Section 6.9 Environmental Matters 31 Section 6.10 Xxxxxx 32 Section 6.11 Vehicles 32 Section 6.12 Pipelines 32 Section 6.13 Casualty and Condemnation 33 Section 6.14 Title Insurance 34 i Highly Confidential Section 6.15 Shared Spare Part 34 ARTICLE 7 CONDITIONS PRECEDENT 35 Section 7.1 Conditions to Obligation of the Buyer 35 Section 7.2 Conditions to Obligation of the Seller 36 ARTICLE 8 REMEDIES FOR BREACHES OF AGREEMENT 36 Section 8.1 Survival of Representations, Warranties and Certain Covenants 36 Section 8.2 Indemnification Provisions for Benefit of the Buyer 37 Section 8.3 Indemnification Provisions for Benefit of the Seller 37 Section 8.4 Limitations of Liability 38 Section 8.5 Exclusive Remedy 38 Section 8.6 Matters Involving Third Parties 38 Section 8.7 Procedures 39 Section 8.8 Determination of Amount of Adverse Consequences 40 Section 8.9 Limitation of Damages 40 Section 8.10 Tax Treatment of Indemnity Payments 40 Section 8.11 Specific Performance 40 ARTICLE 9 TERMINATION OF AGREEMENT 41 Section 9.1 Termination of Agreement 41 Section 9.2 Effect of Termination 42 ARTICLE 10 TAX MATTERS 42 Section 10.1 Filing of Tax Returns and Payment of Taxes 42 Section 10.2 Straddle Period Taxes 42 Section 10.3 Ohio Combined State, County and Local Sales Taxes 43 Section 10.4 Transfer Taxes 43 Section 10.5 Assistance and Cooperation 43 Section 10.6 Access to Information 43 Section 10.7 Tax Indemnity 44 Section 10.8 Tax Indemnity Claims 44 Section 10.9 Tax Refunds 44 Section 10.10 Certification of Nonforeign Status 45 Section 10.11 Non-Ohio Sales Taxes 45 ARTICLE 11 MISCELLANEOUS 45 Section 11.1 Press Releases and Confidentiality 45 Section 11.2 No Third Party Beneficiaries 46 Section 11.3 Succession and Assignment 46 Section 11.4 Counterparts and Facsimile Signatures 46 Section 11.5 Notices 46 Section 11.6 Governing Law; Consent Jurisdiction and Venue 47 Section 11.7 Entire Agreement and Amendments 47 Section 11.8 Severability 48 Section 11.9 Transaction Expenses 48 Section 11.10 Waiver of Bulk Sales Law Compliance 48 Section 11.11 Failure or Indulgence Not Waiver 48 Section 11.12 Time of the Essence 48 SCHEDULE 1.1 Definitions and Interpretations SCHEDULE 1.1 A Seller’s Knowledge SCHEDULE 1.1B Buyer’s Knowledge SCHEDULE 2.1.1 Owned Real Property SCHEDULE 2.1.2 Leased Real Property SCHEDULE 2.1.3 Easements SCHEDULE 2.1.7 Licenses and Permits

REPRESENTATIONS AND WARRANTIES CONCERNING. FIRST COMMUNITY AND THE PURCHASED ASSETS 19 WHOLLY OWNED BANK 20 4.1 Organization 20 4.2 Organizational Documents; Minutes and Stock Records 21 4.3 Capitalization 21 4.4 Authorization; No Violations 22 4.5 Consents and Approvals 22 4.6 Financial Statements 22 4.7 No Undisclosed Liabilities 23 4.8 Loans; Loan Loss Reserves 23 4.9 Properties and Assets. 23 4.10 Material Contracts 24 4.11 No Defaults 26 4.12 Conflict of Interest Transactions 26 4.13 Compliance with Laws; Legal Proceedings 26 4.14 Taxes 27 4.15 Environmental Laws and Regulations 29 4.16 Community Reinvestment Act Compliance 30 4.17 First Community and the Wholly Owned Bank Regulatory Reports 30 4.18 Employee Benefit Plans 30 4.19 Technology and Intellectual Property 32 4.20 Insurance 33 4.21 No Adverse Change 33 4.22 Conduct of Business in Normal Course 33 4.23 Change in Business Relationships 33 4.24 Brokers’ and Finders’ Fees 34 4.25 [Intentionally omitted] 34 4.26 Section 4.1 280G Payments 34 ARTICLE V AGREEMENTS AND COVENANTS 34 5.1 Conduct of Business 34 5.2 Access to Information 38 5.3 Meeting of Stockholders of the Minority Bank 38 5.4 Registration Statement and Regulatory Filings 38 5.5 Reasonable and Diligent Efforts 39 5.6 Business Relations and Publicity 39 5.7 No Conduct Inconsistent with this Agreement 40 5.8 Loans; Loan Charge-Off; Pre-Closing Loan Review 40 5.9 Untrue Representations and Warranties Concerning 41 5.10 Interim Financial Statements 41 5.11 Dissent Process 41 5.12 Section 368(a) Reorganization 41 5.13 Minority Bank Options 42 5.14 Transfer of Data 42 5.15 Director and Officer Indemnification and Liability Coverage 42 5.16 Further Assurances 42 ARTICLE VI EMPLOYEE BENEFIT MATTERS 43 6.1 Benefit Plans 43 6.2 No Rights or Remedies 43 ARTICLE VII CONDITIONS PRECEDENT TO OBLIGATIONS OF FIRST COMMUNITY AND THE WHOLLY OWNED BANK 43 7.1 Representations and Warranties; Performance of Agreements 43 7.2 Closing Certificate 43 7.3 Regulatory and Other Approvals 43 7.4 Approval of Merger and Delivery of Agreement 43 7.5 Effectiveness of the Purchased Registration Statement 44 7.6 No Litigation 44 7.7 Employment Agreement 44 7.8 Opinion of Counsel 44 7.9 No Adverse Changes 44 7.10 Consents 44 7.11 Offering 44 7.12 Minimum Net Worth 44 7.13 Simultaneous Merger Transactions 45 7.14 Other Documents 45 ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MINORITY BANK 44 8.1 Representations and Warranties; Performance of Agreements 45 8.2 Closing Certificates 45 8.3 Regulatory and Other Approvals 45 8.4 Approval of Merger and Delivery of Agreement 45 8.5 Effectiveness of the Registration Statement 45 8.6 No Litigation 46 8.7 Opinions of Counsel 46 8.8 No Adverse Changes 46 8.9 Offering 46 8.10 Minimum Net Worth 46 8.11 Simultaneous Merger Transactions 47 8.12 Other Documents 47 ARTICLE IX NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS 47 9.1 Non-Survival 47 ARTICLE X TRANSITIONAL MATTERS 47 10.1 Notification to Customers and Transitional Matters 47 ARTICLE XI GENERAL 48 11.1 Expenses 48 11.2 Termination 48 11.3 Confidential Information 49 11.4 Non-Assignment 49 11.5 Notices 50 11.6 Counterparts 50 11.7 Knowledge 50 11.8 Interpretation 50 11.9 Entire Agreement 50 11.10 Governing Law 50 11.11 Severability 50 2012 Equity Incentive Plan 3 Acquisition Proposal 40 Agreement 1 Bank 1 CERCLA 16 Closing 4 Closing Date 4 Code 1 Commission 7 Confidentiality Agreement 38 Conversion Fund 5 CRA 16 Dissenting Shares 3 Effective Time 2 Employees 43 Encumbrances 9 Environmental Laws 15 ERISA Affiliate 17 ERISA Plans 16 Exchange Agent 4 FDIC 7 First Community 1 First Community Benefit Plans 30 First Community Common Stock 4 First Community Financial Statements 22 First Community Intellectual Property 32 First Community Interim Balance Sheet 22 First Community Interim Financial Statements 22 First Community IT Assets 32 First Community Material Contracts 24 First Community Options 21 First Community Permitted Encumbrances 24 First Community Regulatory Reports 30 First Community Stock Certificates 4 GAAP 8 Governmental Authority 7 Hazardous Substance 16 IDFPR 7 Illinois Banking Act 1 Illinois BCA 22 Indemnified Persons 42 Insurance Amount 42 Interim Bank 1 v Investment Securities 11 IRS 13 knowledge 50 Licenses 12 Loans 8 Material Adverse Effect 19 Merger 1 Merger Application 7 Minority Bank 1 Minority Bank Benefit Plans 17 Minority Bank Board 7 Minority Bank Closing Balance Sheet 44 Minority Bank Common Stock 2 Minority Bank Financial Statements 7 Minority Bank Intellectual Property 18 Minority Bank Interim Balance Sheet 7 Minority Bank Interim Financial Statements 7 Minority Bank IT Assets 19 ARTICLE Minority Bank Material Contracts 10 Minority Bank Minimum Net Worth 44 Minority Bank Options 3 Minority Bank Permitted Encumbrances 9 Minority Bank Preferred Stock 2 Minority Bank Regulatory Reports 16 Minority Bank RSUs 3 Minority Bank Stock Certificates 5 PRE-CLOSING COVENANTS 25 Section 5 1 Reasonable Efforts 25 Section 5.2 Notices and Consents 25 Section 5.3 Operation Minority Bank Stock Incentive Plan 3 Ordinary Course of Business 26 Section 5 8 Other Merger Agreements 41 Parties 1 Party 1 Per Share Merger Consideration 4 Access to Information 26 Section 5.5 Contact with Customers Person 50 Proxy Statement/Prospectus 7 Registration Statement 38 Replacement RSU Awards 3 Review Committee 38 Securities Act 7 Stockholders Meeting 38 Surviving Bank 1 Tax 13 Tax Returns 13 Taxes 13 Wholly Owned Bank 20 Wholly Owned Bank Closing Balance Sheet 46 Wholly Owned Bank Minimum Net Worth 46 Exhibit A List of Directors of the Surviving Bank and Vendors 27 Section 5.6 Schedules 27 Section 5.7 FTZ Subzone Status 27 Section 5.8 First Community Exhibit B List of Officers of the Surviving Bank and First Community Exhibit C Financial Statements 28 ARTICLE 6 OTHER COVENANTS 28 Section 6.1 Further Actions 28 Section 6.2 Retention Exhibit D Form of and Access to Books and Records 28 Section 6.3 Access to Purchased Assets 29 Section 6.4 Seller’s Name; Removal of Logos and Signs 29 Section 6.5 Employee Matters 30 Section 6.6 Intellectual Property Matters 30 Section 6.7 Release Stock Option Cancellation and Replacement Award Agreement Exhibit E Form of BondsEmployment Agreement Exhibit F Form of Opinion of Minority Bank Counsel Exhibit G Form of Opinion of First Community Counsel This AGREEMENT AND PLAN OF MERGER (this “Agreement”), Guaranties, etc. 30 Section 6.8 WARN Act 31 Section 6.9 Environmental Matters 31 Section 6.10 Xxxxxx 32 Section 6.11 Vehicles 32 Section 6.12 Pipelines 32 Section 6.13 Casualty and Condemnation 33 Section 6.14 Title Insurance 34 i Highly Confidential Section 6.15 Shared Spare Part 34 ARTICLE 7 CONDITIONS PRECEDENT 35 Section 7.1 Conditions to Obligation is entered into as of the Buyer 35 Section 7.2 Conditions 27th day of August, 2012, by and between FIRST COMMUNITY FINANCIAL PARTNERS, INC., an Illinois corporation (“First Community”), INTERIM FIRST COMMUNITY BANK OF PLAINFIELD, an interim Illinois state bank to Obligation of be organized by First Community located at 0000 Xxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000 (“Interim Bank”), and FIRST COMMUNITY BANK OF PLAINFIELD, an Illinois state bank located at 00000 X.X. 00, Xxxxxxxxxx, Xxxxxxxx 00000 (the Seller 36 ARTICLE 8 REMEDIES FOR BREACHES OF AGREEMENT 36 Section 8.1 Survival of Representations“Minority Bank”, Warranties and Certain Covenants 36 Section 8.2 Indemnification Provisions for Benefit of together with the Buyer 37 Section 8.3 Indemnification Provisions for Benefit of Interim Bank, the Seller 37 Section 8.4 Limitations of Liability 38 Section 8.5 Exclusive Remedy 38 Section 8.6 Matters Involving Third Parties 38 Section 8.7 Procedures 39 Section 8.8 Determination of Amount of Adverse Consequences 40 Section 8.9 Limitation of Damages 40 Section 8.10 Tax Treatment of Indemnity Payments 40 Section 8.11 Specific Performance 40 ARTICLE 9 TERMINATION OF AGREEMENT 41 Section 9.1 Termination of “Banks” and individually, a “Bank”). First Community, Interim Bank and Minority Bank are each referred to in this Agreement 41 Section 9.2 Effect of Termination 42 ARTICLE 10 TAX MATTERS 42 Section 10.1 Filing of Tax Returns as a “Party” and Payment of Taxes 42 Section 10.2 Straddle Period Taxes 42 Section 10.3 Ohio Combined State, County and Local Sales Taxes 43 Section 10.4 Transfer Taxes 43 Section 10.5 Assistance and Cooperation 43 Section 10.6 Access to Information 43 Section 10.7 Tax Indemnity 44 Section 10.8 Tax Indemnity Claims 44 Section 10.9 Tax Refunds 44 Section 10.10 Certification of Nonforeign Status 45 Section 10.11 Non-Ohio Sales Taxes 45 ARTICLE 11 MISCELLANEOUS 45 Section 11.1 Press Releases and Confidentiality 45 Section 11.2 No Third Party Beneficiaries 46 Section 11.3 Succession and Assignment 46 Section 11.4 Counterparts and Facsimile Signatures 46 Section 11.5 Notices 46 Section 11.6 Governing Law; Consent Jurisdiction and Venue 47 Section 11.7 Entire collectively in this Agreement and Amendments 47 Section 11.8 Severability 48 Section 11.9 Transaction Expenses 48 Section 11.10 Waiver of Bulk Sales Law Compliance 48 Section 11.11 Failure or Indulgence Not Waiver 48 Section 11.12 Time of as the Essence 48 SCHEDULE 1.1 Definitions and Interpretations SCHEDULE 1.1 A Seller’s Knowledge SCHEDULE 1.1B Buyer’s Knowledge SCHEDULE 2.1.1 Owned Real Property SCHEDULE 2.1.2 Leased Real Property SCHEDULE 2.1.3 Easements SCHEDULE 2.1.7 Licenses and Permits“Parties.”

REPRESENTATIONS AND WARRANTIES CONCERNING. THE PURCHASED ASSETS GROUP COMPANIES 16 4.1 Organization and Good Standing 16 4.2 Subsidiaries 17 4.3 Power, Authorization and Validity 17 4.4 Capitalization 18 4.5 No Conflict 18 4.6 Litigation 19 Section 4.1 Representations 4.7 Taxes 19 4.8 Related Party Transactions 22 4.9 Company Financial Statements 22 4.10 Title to Properties 23 4.11 Absence of Certain Changes 25 4.12 Contracts, Agreements, Arrangements, Commitments and Warranties Concerning the Purchased Assets 19 Undertakings 26 4.13 No Default; No Restrictions 28 4.14 Intellectual Property 28 4.15 Compliance with Laws 33 4.16 Employees, ERISA and Other Compliance 33 4.17 Books and Records 36 4.18 Insurance 37 4.19 Environmental Matters 37 4.20 Customers and Suppliers 37 4.21 Accounts Receivable 38 4.22 Foreign Corrupt Practices Act 38 4.23 Export Controls 39 4.24 Product Warranty 40 4.25 Inventory 40 4.26 No Existing Discussions 40 4.27 Corporate Documents 40 4.28 Transaction Fees 41 4.29 Disclosure 41 ARTICLE 5 PRE-CLOSING REPRESENTATIONS AND WARRANTIES OF COMPANY SHAREHOLDERS 41 5.1 Organization of Company Shareholders 41 5.2 Power, Authorization and Validity 41 5.3 No Conflict 42 5.4 Company Interests 42 5.5 Brokers’ Fees 42 5.6 Information Supplied 42 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF BUYER 42 6.1 Organization, Good Standing and Qualification 43 6.2 Authorization 43 6.3 Capitalization 43 6.4 Valid Issuance 44 6.5 Consents 44 6.6 Delivery of SEC Filings; Business 44 6.7 Absence of Certain Changes 44 6.8 SEC Filings 45 6.9 No Conflict, Breach, Violation or Default 45 6.10 Tax Matters 45 6.11 Title to Properties 46 6.12 Certificates, Authorities and Permits 46 6.13 Labor Matters 46 6.14 Intellectual Property 47 6.15 Environmental Matters 47 6.16 Litigation 47 6.17 Financial Statements 48 6.18 Insurance Coverage 48 6.19 Compliance with Nasdaq Continued Listing Requirements 48 6.20 Brokers and Finders 48 6.21 Questionable Payments 48 6.22 Board Approval 48 6.23 Proxy Statement 49 6.24 Internal Controls 49 6.25 Investment Company 49 6.26 Compliance with Laws 49 6.27 Disclosure 49 6.28 Buyer 401(k) Plan 50 6.29 No Other Representations or Warranties 50 ARTICLE 7 COMPANY COVENANTS 25 Section 5 1 Reasonable Efforts 25 Section 5.2 Notices and Consents 25 Section 5.3 Operation 50 7.1 Advice of Changes 50 7.2 Maintenance of Business 26 Section 5 4 50 7.3 Conduct of Business 51 7.4 Regulatory Approvals 51 7.5 Necessary Consents 52 7.6 Litigation 52 7.7 No Other Negotiations 52 7.8 Access to Information 26 Section 5.5 Contact with Customers 53 7.9 Satisfaction of Conditions Precedent 53 7.10 Company Benefit Arrangements 53 7.11 Repayment of Debt 53 7.12 Notices to Company Shareholders and Vendors 27 Section 5.6 Schedules 27 Section 5.7 FTZ Subzone Status 27 Section 5.8 Employees 53 7.13 Closing Certificates 54 7.14 Cooperation 54 7.15 Additional Financial Statements 28 54 7.16 Nasdaq Listing 55 ARTICLE 6 OTHER 8 BUYER COVENANTS 28 Section 6.1 Further Actions 28 Section 6.2 Retention 55 8.1 Advice of and Access to Books and Records 28 Section 6.3 Access to Purchased Assets 29 Section 6.4 Seller’s NameChanges 55 8.2 Regulatory Approvals 55 8.3 No Other Negotiations 56 8.4 Shareholders Meeting; Removal Preparation of Logos and Signs 29 Section 6.5 Employee Matters 30 Section 6.6 Intellectual Property Matters 30 Section 6.7 Release and Replacement Proxy Materials 58 8.5 Board of Bonds, Guaranties, etc. 30 Section 6.8 WARN Act 31 Section 6.9 Environmental Matters 31 Section 6.10 Xxxxxx 32 Section 6.11 Vehicles 32 Section 6.12 Pipelines 32 Section 6.13 Casualty and Condemnation 33 Section 6.14 Title Insurance 34 i Highly Confidential Section 6.15 Shared Spare Part 34 Directors of Buyer 59 8.6 Conduct of Business 59 8.7 Satisfaction of Conditions Precedent 59 8.8 Litigation 59 8.9 Rights Plan 59 8.10 Nasdaq Listing 60 8.11 Evidence of Transfer of Company Shares 60 ARTICLE 7 9 CONDITIONS PRECEDENT 35 Section 7.1 TO CLOSING OF ACQUISITION 60 9.1 Conditions to Each Party’s Obligation to Effect the Acquisition 60 9.2 Additional Conditions to Obligations of Buyer 60 9.3 Additional Conditions to Obligations of the Buyer 35 Section 7.2 Conditions to Obligation of the Seller 36 Company Shareholders 62 ARTICLE 8 REMEDIES FOR BREACHES OF AGREEMENT 36 Section 8.1 Survival of Representations, Warranties and Certain Covenants 36 Section 8.2 Indemnification Provisions for Benefit of the Buyer 37 Section 8.3 Indemnification Provisions for Benefit of the Seller 37 Section 8.4 Limitations of Liability 38 Section 8.5 Exclusive Remedy 38 Section 8.6 Matters Involving Third Parties 38 Section 8.7 Procedures 39 Section 8.8 Determination of Amount of Adverse Consequences 40 Section 8.9 Limitation of Damages 40 Section 8.10 Tax Treatment of Indemnity Payments 40 Section 8.11 Specific Performance 40 ARTICLE 9 10 TERMINATION OF AGREEMENT 41 Section 9.1 62 10.1 Termination of Agreement 41 Section 9.2 by Mutual Consent 62 10.2 Unilateral Termination 63 10.3 Effect of Termination 42 ARTICLE 10 TAX MATTERS 42 Section 10.1 Filing of Tax Returns and Payment of Taxes 42 Section 10.2 Straddle Period Taxes 42 Section 10.3 Ohio Combined State, County and Local Sales Taxes 43 Section 10.4 Transfer Taxes 43 Section 10.5 Assistance and Cooperation 43 Section 10.6 Access to Information 43 Section 10.7 Tax Indemnity 44 Section 10.8 Tax Indemnity Claims 44 Section 10.9 Tax Refunds 44 Section 10.10 Certification of Nonforeign Status 45 Section 10.11 Non-Ohio Sales Taxes 45 63 ARTICLE 11 MISCELLANEOUS 45 Section 64 11.1 Press Releases and Confidentiality 45 Section Survival; Indemnification 64 11.2 No Third Party Beneficiaries 46 Section 11.3 Succession and Assignment 46 Section 11.4 Counterparts and Facsimile Signatures 46 Section 11.5 Notices 46 Section 11.6 Governing Law; Resolution of Conflicts 64 11.3 Consent to Jurisdiction and Venue 47 Section 64 11.4 Assignment; Binding Upon Successors and Assigns 65 11.5 Severability 65 11.6 Counterparts 65 11.7 Other Remedies 65 11.8 Amendments and Waivers 65 11.9 Expenses 66 11.10 Attorneys’ Fees 66 11.11 Notices 66 11.12 Waiver of Jury Trial 67 11.13 Interpretation; Rules of Construction 67 11.14 Third-Party Beneficiary Rights 68 11.15 Public Announcement 68 11.16 Entire Agreement and Amendments 47 Section 11.8 Severability 48 Section 11.9 Transaction Expenses 48 Section 11.10 Waiver of Bulk Sales Law Compliance 48 Section 11.11 Failure or Indulgence Not Waiver 48 Section 11.12 Time 68 Schedule I Company Shareholders Schedule II Subsidiaries of the Essence 48 SCHEDULE 1.1 Definitions Company Schedule III Persons Included in the Definition of “Knowledge” Schedule IV Continuing Officers and Interpretations SCHEDULE 1.1 Directors of the Group Companies Exhibit A Seller’s Knowledge SCHEDULE 1.1B Form of Registration Rights Agreement Exhibit B Form of Voting Agreement THIS ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2013 (the “Agreement Date”) by and among Overland Storage, Inc., a California corporation (“Buyer’s Knowledge SCHEDULE 2.1.1 Owned Real Property SCHEDULE 2.1.2 Leased Real Property SCHEDULE 2.1.3 Easements SCHEDULE 2.1.7 Licenses ”), on the one hand, and PermitsTandberg Data Holdings S.à x.x., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having a share capital of twelve thousand five hundred Euro (EUR 12,500.-), its registered office at 00X, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg, registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 147.829 (the “Company”), and the persons listed on Schedule I attached hereto (collectively, the “Company Shareholders”), on the other hand (each a “Party” and together the “Parties”).

REPRESENTATIONS AND WARRANTIES CONCERNING. FIRST COMMUNITY AND THE PURCHASED ASSETS 19 WHOLLY OWNED BANK 20 4.1 Organization 20 4.2 Organizational Documents; Minutes and Stock Records 20 4.3 Capitalization 20 4.4 Authorization; No Violations 21 4.5 Consents and Approvals 21 4.6 Financial Statements 22 4.7 No Undisclosed Liabilities 22 4.8 Loans; Loan Loss Reserves 22 4.9 Properties and Assets. 23 4.10 Material Contracts 24 4.11 No Defaults 25 4.12 Conflict of Interest Transactions 25 4.13 Compliance with Laws; Legal Proceedings 26 4.14 Taxes 26 4.15 Environmental Laws and Regulations 28 4.16 Community Reinvestment Act Compliance 29 4.17 First Community and the Wholly Owned Bank Regulatory Reports 29 4.18 Employee Benefit Plans 29 4.19 Technology and Intellectual Property 31 4.20 Insurance 32 4.21 No Adverse Change 33 4.22 Conduct of Business in Normal Course 33 4.23 Change in Business Relationships 33 4.24 Brokers’ and Finders’ Fees 33 4.25 [Intentionally omitted] 33 4.26 Section 4.1 280G Payments 33 ARTICLE V AGREEMENTS AND COVENANTS 33 5.1 Conduct of Business 33 5.2 Access to Information 37 5.3 Meeting of Stockholders of the Minority Bank 38 5.4 Registration Statement and Regulatory Filings 38 5.5 Reasonable and Diligent Efforts 39 5.6 Business Relations and Publicity 39 5.7 No Conduct Inconsistent with this Agreement 39 5.8 Loans; Loan Charge-Off; Pre-Closing Loan Review 40 5.9 Untrue Representations and Warranties Concerning 40 5.10 Interim Financial Statements 41 5.11 Dissent Process 41 5.12 Section 368(a) Reorganization 41 5.13 Minority Bank Options 41 5.14 Transfer of Data 41 5.15 Director and Officer Indemnification and Liability Coverage 41 5.16 Further Assurances 42 ARTICLE VI EMPLOYEE BENEFIT MATTERS 42 6.1 Benefit Plans 42 6.2 No Rights or Remedies 42 ARTICLE VII CONDITIONS PRECEDENT TO OBLIGATIONS OF FIRST COMMUNITY AND THE WHOLLY OWNED BANK 42 7.1 Representations and Warranties; Performance of Agreements 42 7.2 Closing Certificate 43 7.3 Regulatory and Other Approvals 43 7.4 Approval of Merger and Delivery of Agreement 43 7.5 Effectiveness of the Purchased Registration Statement 43 7.6 No Litigation 43 7.7 Employment Agreement 43 7.8 Opinion of Counsel 43 7.9 No Adverse Changes 43 7.10 Consents 44 7.11 Offering 44 7.12 Minimum Net Worth 44 7.13 Simultaneous Merger Transactions 44 7.14 Other Documents 44 ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MINORITY BANK 44 8.1 Representations and Warranties; Performance of Agreements 45 8.2 Closing Certificates 45 8.3 Regulatory and Other Approvals 45 8.4 Approval of Merger and Delivery of Agreement 45 8.5 Effectiveness of the Registration Statement 45 8.6 No Litigation 45 8.7 Opinions of Counsel 45 8.8 No Adverse Changes 46 8.9 Offering 46 8.10 Minimum Net Worth 46 8.11 Simultaneous Merger Transactions 46 8.12 Other Documents 46 ARTICLE IX NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS 47 9.1 Non-Survival 47 ARTICLE X TRANSITIONAL MATTERS 47 10.1 Notification to Customers and Transitional Matters 47 ARTICLE XI GENERAL 47 11.1 Expenses 47 11.2 Termination 48 11.3 Confidential Information 48 11.4 Non-Assignment 48 11.5 Notices 48 11.6 Counterparts 49 11.7 Knowledge 49 11.8 Interpretation 49 11.9 Entire Agreement 50 11.10 Governing Law 50 11.11 Severability 50 Acquisition Proposal 39 Agreement 1 Bank 1 CERCLA 15 Closing 3 Closing Date 3 Code 1 Commission 7 Confidentiality Agreement 38 Conversion Fund 4 CRA 16 Dissenting Shares 3 Effective Time 2 Employees 42 Encumbrances 9 Environmental Laws 15 ERISA Affiliate 16 ERISA Plans 16 Exchange Agent 4 FDIC 7 First Community 1 First Community Benefit Plans 30 First Community Common Stock 4 First Community Financial Statements 22 First Community Intellectual Property 32 First Community Interim Balance Sheet 22 First Community Interim Financial Statements 22 First Community IT Assets 32 First Community Material Contracts 24 First Community Options 21 First Community Permitted Encumbrances 23 First Community Regulatory Reports 29 First Community Stock Certificates 4 GAAP 7 Governmental Authority 7 Hazardous Substance 16 IDFPR 7 Illinois Banking Act 1 Illinois BCA 21 Indemnified Persons 41 Insurance Amount 42 Investment Securities 11 IRS 13 v knowledge 49 Licenses 12 Loans 8 Material Adverse Effect 19 ARTICLE 5 PRE-CLOSING COVENANTS 25 Section 5 Merger 1 Reasonable Efforts 25 Section 5.2 Notices and Consents 25 Section 5.3 Operation Merger Application 7 Minority Bank 1 Minority Bank Benefit Plans 16 Minority Bank Board 6 Minority Bank Closing Balance Sheet 44 Minority Bank Common Stock 2 Minority Bank Financial Statements 7 Minority Bank Intellectual Property 18 Minority Bank Interim Balance Sheet 7 Minority Bank Interim Financial Statements 7 Minority Bank IT Assets 18 Minority Bank Material Contracts 9 Minority Bank Minimum Net Worth 44 Minority Bank Options 3 Minority Bank Permitted Encumbrances 9 Minority Bank Regulatory Reports 16 Minority Bank Stock Certificates 4 Minority Bank Stock Incentive Plan 2 Ordinary Course of Business 26 Section 5 8 Other Merger Agreements 40 Parties 1 Party 1 Per Share Merger Consideration 4 Access to Information 26 Section 5.5 Contact with Customers Person 49 Proxy Statement/Prospectus 7 Registration Statement 38 Replacement RSU Awards 3 Review Committee 37 Securities Act 7 Stockholders Meeting 38 Surviving Bank 1 Tax 12 Tax Returns 13 Taxes 12 Wholly Owned Bank 1 Wholly Owned Bank Closing Balance Sheet 46 Wholly Owned Bank Minimum Net Worth 46 Exhibit A List of Directors of the Surviving Bank and Vendors 27 Section 5.6 Schedules 27 Section 5.7 FTZ Subzone Status 27 Section 5.8 First Community Exhibit B List of Officers of the Surviving Bank and First Community Exhibit C Financial Statements 28 ARTICLE 6 OTHER COVENANTS 28 Section 6.1 Further Actions 28 Section 6.2 Retention Exhibit D Form of and Access to Books and Records 28 Section 6.3 Access to Purchased Assets 29 Section 6.4 Seller’s Name; Removal of Logos and Signs 29 Section 6.5 Employee Matters 30 Section 6.6 Intellectual Property Matters 30 Section 6.7 Release Stock Option Cancellation and Replacement Award Agreement Exhibit E Form of BondsEmployment Agreement Exhibit F Form of Opinion of Minority Bank Counsel Exhibit G Form of Opinion of First Community Counsel This AGREEMENT AND PLAN OF MERGER (this “Agreement”), Guaranties, etc. 30 Section 6.8 WARN Act 31 Section 6.9 Environmental Matters 31 Section 6.10 Xxxxxx 32 Section 6.11 Vehicles 32 Section 6.12 Pipelines 32 Section 6.13 Casualty and Condemnation 33 Section 6.14 Title Insurance 34 i Highly Confidential Section 6.15 Shared Spare Part 34 ARTICLE 7 CONDITIONS PRECEDENT 35 Section 7.1 Conditions to Obligation is entered into as of the Buyer 35 Section 7.2 Conditions 27th day of August, 2012, by and between FIRST COMMUNITY FINANCIAL PARTNERS, INC., an Illinois corporation (“First Community”), FIRST COMMUNITY BANK OF JOLIET, an Illinois state bank and wholly owned subsidiary of First Community located at 0000 Xxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000 (“Wholly Owned Bank”), and FIRST COMMUNITY BANK OF XXXXX XXXX & LOCKPORT, an Illinois state bank located at 00000 Xxxxx Xxxx Xxxx, Xxxxx Xxxx, Illinois 60491 (the “Minority Bank”, and together with the Wholly Owned Bank, the “Banks” and individually, a “Bank”). First Community, Wholly Owned Bank and Minority Bank are each referred to Obligation of in this Agreement as a “Party” and collectively in this Agreement as the Seller 36 ARTICLE 8 REMEDIES FOR BREACHES OF AGREEMENT 36 Section 8.1 Survival of Representations, Warranties and Certain Covenants 36 Section 8.2 Indemnification Provisions for Benefit of the Buyer 37 Section 8.3 Indemnification Provisions for Benefit of the Seller 37 Section 8.4 Limitations of Liability 38 Section 8.5 Exclusive Remedy 38 Section 8.6 Matters Involving Third Parties 38 Section 8.7 Procedures 39 Section 8.8 Determination of Amount of Adverse Consequences 40 Section 8.9 Limitation of Damages 40 Section 8.10 Tax Treatment of Indemnity Payments 40 Section 8.11 Specific Performance 40 ARTICLE 9 TERMINATION OF AGREEMENT 41 Section 9.1 Termination of Agreement 41 Section 9.2 Effect of Termination 42 ARTICLE 10 TAX MATTERS 42 Section 10.1 Filing of Tax Returns and Payment of Taxes 42 Section 10.2 Straddle Period Taxes 42 Section 10.3 Ohio Combined State, County and Local Sales Taxes 43 Section 10.4 Transfer Taxes 43 Section 10.5 Assistance and Cooperation 43 Section 10.6 Access to Information 43 Section 10.7 Tax Indemnity 44 Section 10.8 Tax Indemnity Claims 44 Section 10.9 Tax Refunds 44 Section 10.10 Certification of Nonforeign Status 45 Section 10.11 Non-Ohio Sales Taxes 45 ARTICLE 11 MISCELLANEOUS 45 Section 11.1 Press Releases and Confidentiality 45 Section 11.2 No Third Party Beneficiaries 46 Section 11.3 Succession and Assignment 46 Section 11.4 Counterparts and Facsimile Signatures 46 Section 11.5 Notices 46 Section 11.6 Governing Law; Consent Jurisdiction and Venue 47 Section 11.7 Entire Agreement and Amendments 47 Section 11.8 Severability 48 Section 11.9 Transaction Expenses 48 Section 11.10 Waiver of Bulk Sales Law Compliance 48 Section 11.11 Failure or Indulgence Not Waiver 48 Section 11.12 Time of the Essence 48 SCHEDULE 1.1 Definitions and Interpretations SCHEDULE 1.1 A Seller’s Knowledge SCHEDULE 1.1B Buyer’s Knowledge SCHEDULE 2.1.1 Owned Real Property SCHEDULE 2.1.2 Leased Real Property SCHEDULE 2.1.3 Easements SCHEDULE 2.1.7 Licenses and Permits“Parties.”