0000950159-08-001596 Sample Contracts

PURCHASE AGREEMENT among REPUBLIC FIRST BANCORP, INC., REPUBLIC FIRST BANCORP CAPITAL TRUST IV and VERNON W. HILL, II, THE HARRY D. MADONNA FAMILY TRUST, STEVEN M. LEWIS, JOHN P. SILVESTRI, and THEODORE J. FLOCCO, JR., AS PURCHASERS Dated as of June...
Purchase Agreement • November 7th, 2008 • Republic First Bancorp Inc • State commercial banks • New York

Pursuant to Section 5(d) of the Purchase Agreement, counsel to the Guarantee Trustee, the Institutional Trustee, the Delaware Trustee and the Indenture Trustee shall deliver an opinion in substantially the following form:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 7th, 2008 • Republic First Bancorp Inc • State commercial banks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 10, 2008 by and among Republic First Bancorp, Inc., a Pennsylvania corporation (the “Company”) and Vernon W. Hill, II (“Hill”), The Harry D. Madonna Family Trust (“Madonna”), John Silvestri (“Silvestri”), Steve Lewis (“Lewis”) and T.J. Flocco Jr. (“Flocco”) and their Assignees (as defined below) (collectively, the “Holders” and each a “Holder”).

CONSULTING AGREEMENT
Consulting Agreement • November 7th, 2008 • Republic First Bancorp Inc • State commercial banks • New Jersey

This CONSULTING AGREEMENT (“Consulting Agreement”) is entered into, as of June 10, 2008 (the "Effective Date"), by and between Republic First Bancorp, Inc. (the “Company”) and Vernon W. Hill, II (“Consultant”).

AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
Supplemental Retirement Plan Agreement • November 7th, 2008 • Republic First Bancorp Inc • State commercial banks • Pennsylvania

THIS AGREEMENT is entered into this ___ day of May, 2001 by FIRST REPUBLIC BANK, having its principal offices at 1608 Walnut Street, Suite 1000, Philadelphia, Pennsylvania 19103 (the "BANK") and NEIL I. RODIN, (the "DIRECTOR").

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