0001362310-09-004226 Sample Contracts

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.

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