Common use of The Placement Clause in Contracts

The Placement. (a) First Community Bank Corporation of America (the “Company”) proposes to issue in a public offering (the “Offering”) up to 600,000 units (“Units”), each of which consists of (a) one share of 10.00% cumulative convertible preferred stock, Series B, par value $0.01 with a liquidation preference of $25.00 per share (“Preferred Stock”) and (b) 4.165 shares (the “Initial Shares”, together with the Preferred Stock, the “Securities”) of the Company’s common stock, par value $0.05 per share (the “Common Stock”). Units will be offered at a price of $33.33 in cash per Unit (the “Offering Price”). The terms of the Preferred Stock will be set forth in Articles of Amendment to the Amended and Restated Articles of Incorporation (the “Articles of Amendment”) to be filed by the Company with the Secretary of State of the State of Florida. Each share of the Preferred Stock will be convertible into shares of Common Stock of the Company at the conversion price of $2.50 per share of Common Stock, subject to adjustments, as set forth in the Articles of Amendment. The shares issuable upon conversion of the Preferred Stock are called the “Conversion Shares”. This Placement Agreement (the “Agreement”), the Articles of Amendment and other documents related to the Offering are referred to as the “Transaction Documents.” (b) The Company has filed with the Securities and Exchange Commission (the “Commission” or “SEC”) a registration statement on Commission Form S-1 (File No. 333-163198) under the Securities Act of 1933 and the Commission’s rules and regulations thereunder (the “Securities Act”), and have filed such amendments to such registration statement on Form S-1, if any, as may have been required prior to the date hereof. The Company will prepare and file such additional amendments thereto as may hereafter be required. The prospectus in the form included in the Registration Statement with respect to the Offering or, if the prospectus included

The Placement. (a) First Community Bank Corporation of America (the “Company”) proposes to issue in a public offering (the “Offering”) up to 600,000 units (“Units”), each of which consists of (a) one share of 10.00% cumulative convertible preferred stock, Series B, par value $0.01 with a liquidation preference of $25.00 per share (“Preferred Stock”) and (b) 4.165 shares (the “Initial Shares”, together with the Preferred Stock, the “Securities”) of the Company’s common stock, par value $0.05 per share (the “Common Stock”). Units will be offered at a price of $33.33 $ in cash per Unit (the “Offering Price”). The terms of the Preferred Stock will be set forth in Articles of Amendment to the Amended and Restated Articles of Incorporation (the “Articles of Amendment”) to be filed by the Company with the Secretary of State of the State of Florida. Each share of the Preferred Stock will be convertible into shares of Common Stock of the Company at the conversion price of $2.50 per share of Common Stock, subject to adjustments, as set forth in the Articles of Amendment. The shares issuable upon conversion of the Preferred Stock are called the “Conversion Shares”. This Placement Agreement (the “Agreement”), the Articles of Amendment and other documents related to the Offering are referred to as the “Transaction Documents.” (b) The Company has filed with the Securities and Exchange Commission (the “Commission” or “SEC”) a registration statement on Commission Form S-1 (File No. 333-163198) under the Securities Act of 1933 and the Commission’s rules and regulations thereunder (the “Securities Act”), and have filed such amendments to such registration statement on Form S-1, if any, as may have been required prior to the date hereof. The Company will prepare and file such additional amendments thereto as may hereafter be required. The prospectus in the form included in the Registration Statement with respect to the Offering or, if the prospectus included