First Priority Financial Corp. Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 4th, 2008 • First Priority Financial Corp. • State commercial banks • Pennsylvania

THIS AGREEMENT (“Agreement”) made as of the 30th day of December 2005, between First Priority Bank, a Pennsylvania banking corporation (the “Bank”), and Lawrence E. Donato, an individual (the “Executive”).

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AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MID PENN BANCORP, INC. AND FIRST PRIORITY FINANCIAL CORP. dated as of January 16, 2018
Merger Agreement • January 17th, 2018 • First Priority Financial Corp. • State commercial banks • Pennsylvania

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 16, 2018, is made by and between Mid Penn Bancorp, Inc., a Pennsylvania corporation (“Mid Penn”), and First Priority Financial Corp., a Pennsylvania corporation (“First Priority”). Certain capitalized terms have the meanings given to them in Article I.

ACKNOWLEDGEMENT AND RELEASE AGREEMENT
Acknowledgement and Release Agreement • December 26th, 2013 • First Priority Financial Corp. • State commercial banks • Pennsylvania

THIS ACKNOWLEDGEMENT AND RELEASE AGREEMENT (this “Agreement”) is made and entered into this 19th day of December 2013, by and between FIRST PRIORITY BANK, a Pennsylvania banking corporation (the “Company”), and , an adult individual (“Executive”). Capitalized terms not defined in this Agreement shall have the meanings ascribed to them in the First Priority Financial Corp. Stock Compensation Program (the “Stock Plan”) (copy attached at Exhibit A).

First Priority Financial Corp. 2 West Liberty Boulevard, Suite 104 Malvern, Pennsylvania 19355 February 20, 2009
Securities Purchase Agreement • March 24th, 2009 • First Priority Financial Corp. • State commercial banks

First Priority Financial Corp. (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”), with the United States Department of the Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • August 7th, 2012 • First Priority Financial Corp. • State commercial banks • Pennsylvania

THIS AGREEMENT (“Agreement”) made as of the day of , 2012, between FIRST PRIORITY FINANCIAL CORP., a Pennsylvania business corporation (the “Corporation”), FIRST PRIORITY BANK, a Pennsylvania chartered bank (the “Bank”), and STEVEN A. EHRLICH, an adult individual (“Executive”).

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