Unassociated Document


    REGISTRATION
RIGHTS AGREEMENT

     

    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”).

     

     

    RECITALS

     

    WHEREAS,
pursuant to other agreements being entered into on the date hereof by the
parties hereto and others, (i) the Holders will acquire shares of the Company’s
common stock, par value $0.01 per share (“Common
Stock”), upon conversion of trust preferred securities held by each of
them (the “Trust Preferred Securities”); and

     

    WHEREAS,
the Company and the Holders desire to enter this Agreement for the purpose of
granting to the Holders certain rights in connection with the disposition and
sale of shares of Common Stock which are owned or may be owned by
them;

     

    NOW,
THEREFORE, in consideration of and in reliance on, the recitals and the terms,
conditions and agreements and mutual obligations herein set forth, the parties
hereto agree as follows:

     

    1. Definitions.  As
used in this Agreement, the following terms shall have the following
meanings:

     

    Affiliate:  as
defined in SEC Rule 144.

     

    Assignee:  as
defined in Section 14 hereof.

     

    Exchange
Act:  the Securities Exchange Act of 1934, as
amended.

     

    Initiating
Holders:  as defined in Section 2(a) hereof.

     

    Person:  any
individual, corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof, or any other entity
of any type whatsoever.

     

    Registrable
Securities:  at any time, Common Stock held by a Holder upon
conversion of the Trust Preferred Securities though such securities will cease
to be Registrable Securities when they have been distributed to the public
through a broker, dealer or market purchaser in compliance with Rule 144 under
the Securities Act (or any similar rule then in force) or sold pursuant to an
effective registration statement under the Securities Act.

     

    The terms
“register,”
“registered”
and “registration”
refer to a registration effected by preparing and filing with the SEC a
registration statement in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such registration
statement.

     

    
      
        
        

      

      
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    “Registration
Expenses” shall mean all expenses except as otherwise stated below,
incurred by the Company in complying with Sections 2 and 3 hereof, including,
without limitation, all registration, qualification and filing fees, printing
expenses, escrow fees, fees and disbursements of counsel for the Company, blue
sky fees and expenses, the expense of any special audits incident to or required
by any such registration (but excluding the compensation of regular employees of
the Company, which shall be paid in any event by the Company) and the reasonable
fees and disbursements of one counsel for all Holders.  Registration
Expenses shall not include Selling Expenses.

     

    SEC:  the
Securities and Exchange Commission.

     

    Securities
Act:  the Securities Act of 1933, as amended.

     

    Selling
Expenses:  all underwriting discounts, selling commissions and
stock transfer taxes applicable to the securities registered by the Holders
except as set forth under “Registration Expenses.”

     

    Trust Preferred
Purchaser:  a Person that purchased the convertible trust
preferred securities from the Company pursuant to the Trust Preferred Securities
Purchase Agreement (as defined below).

     

    Trust Preferred
Securities Purchase Agreement:  the Trust Preferred Securities
Purchase Agreement, dated as of June 10, 2008, by and among the Company, Hill
and Madonna, Silvestri, Lewis and Flocco.

     

    Violation:  as
defined in Section 10(a) hereof.

     

    2. Request for
Registration.

     

    (a) If the
Company shall receive a written request from the Holders holding beneficial
interest of not less than forty percent (40%) of the Registrable Securities (the
“Initiating
Holders”) that the Company file a registration statement under the
Securities Act covering Registrable Securities (1) at any time that is at least
twelve (12) months after the effective date of the Trust Preferred Securities
Purchase Agreement, (2) once per twelve (12) month period following the twelve
(12) month anniversary of the effective date of the Trust Preferred Securities
Purchase Agreement and (3) any time after the Company’s market capitalization
exceeds $500 million, then the Company shall:

     

    (i) within
fifteen (15) days of the receipt thereof, give written notice of such request to
all Holders of Registrable Securities; and

     

    (ii) use
commercially reasonable efforts to effect, as soon as practicable after receipt
of such request, registration under the Securities Act of all Registrable
Securities that the Initiating Holders and other Holders request to be
registered (and, in the case of a request pursuant to Section 2(a)(3) above,
file a “shelf” registration pursuant to Rule 415 under the Securities Act)
subject to the limitations of Section 2(b), within thirty (30) days of the
mailing of such notice by the Company in accordance with this
Section 2(a);

     

    
      
        
        

      

      
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    (b) If the
Initiating Holders intend to distribute the Registrable Securities covered by
their request by means of an underwriting, they shall so advise the Company as a
part of their request made pursuant to Section 2(a) and the Company shall
include such information in the written notice referred to in Section
2(a).  The underwriter will be jointly selected by the Initiating
Holders and the Company.  In such event, the right of any Holder to
include his Registrable Securities in such registration shall be conditioned
upon such Holder’s participation in such underwriting and the inclusion of such
Holder’s Registrable Securities in the underwriting (unless otherwise mutually
agreed by a majority in interest of the Initiating Holders and such Holder) to
the extent provided herein.  All Holders proposing to distribute their
securities through such underwriting shall (together with the Company as
provided in Section 4(e)) enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such
underwriting.  If any Holder disapproves of the terms of the
underwriting, such Holder may elect to withdraw therefrom by written notice to
the Company and the managing underwriter(s).  Notwithstanding any
other provision of this Section 2, if the underwriter advises the
Initiating Holders in writing that marketing factors require a limitation of the
number of shares to be underwritten, then the Company shall so advise all
Holders of Registrable Securities that would otherwise be underwritten pursuant
hereto, and the number of shares of Registrable Securities that may be included
in the underwriting shall be allocated among all Holders thereof, including the
Initiating Holders, in proportion (as nearly as practicable) to the amount of
Registrable Securities of the Company owned by each Holder on a fully-diluted
basis; provided, however,
that the number of shares of Registrable Securities to be included in such
underwriting shall not be reduced unless all other securities are first entirely
excluded from the underwriting.

     

    (c) Notwithstanding
the foregoing, if the Company shall furnish a notice to the Holders requesting a
registration statement pursuant to this Section 2, a certificate signed by
the Chairman, Chief Executive Officer and President of the Company stating that
in the good faith judgment of the Board of Directors, it would be seriously
detrimental to the Company and its stockholders for such registration statement
to be filed and it is therefore essential to defer the filing of such
registration statement, the Company shall have the right to defer taking action
with respect to such filing for a period of not more than one hundred twenty
(120) days after receipt of the request of the Initiating Holders; provided, however,
that the Company may not utilize this right more than once in any twelve-month
period, and provided further,
that the Company shall not register any shares for its own account during such
one hundred twenty (120) day period.

     

    (d) In
addition, the Company shall not be obligated to effect, or to take any action to
effect, any registration pursuant to this Section 2 during the period starting
with the date sixty (60) days prior to the Company's good faith estimate of the
date of filing of, and ending on a date one hundred twenty (120) days after the
effective date of, a registration subject to Section 3 hereof; provided, however,
that the Company is actively employing in good faith all commercially reasonable
efforts to cause such registration statement to become effective.

     

    3. Company
Registration.

     

    (a) If (but
without any obligation to do so) the Company proposes to register any of its
stock or other securities under the Securities Act in connection with the public
offering of such securities solely for cash (other than a registration statement
on Form S-4 or S-8 (or their 

     

    
      
        
        

      

      
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    successor
forms) or filed in connection with an exchange offer or an offering of
securities solely to the Company’s existing stockholders, and other than as set
forth in Section 3(b) below), the Company shall, at such time, promptly give
each Holder written notice of such registration.  Upon the written
request of each Holder given within thirty (30) days after mailing of such
notice by the Company in accordance with this Section 3(a), the Company
shall, subject to the provisions of Section 8, cause to be registered under the
Securities Act all of the Registrable Securities that each such Holder has
requested to be registered; provided, however,
that any Holder so requesting shall agree, upon or prior to effectiveness of
such registration, to convert the Trust Preferred Securities to Common Stock to
the extent necessary for such Holder to acquire the number of Registrable
Securities for which such Holder has requested registration.  If the
Company decides to register any securities pursuant to this Section 3 by means
of an underwritten offering, then the Company shall have the sole right to
select the underwriters for such offering.

     

    (b) Notwithstanding
anything to the contrary contained in this Agreement, the Company shall not be
required to include Registrable Securities in any registration statement if the
proposed registration is (i) a registration of a stock option or other employee
incentive compensation or employee benefit plan or of securities issued or
issuable pursuant to any such plan, or a registration statement relating to
warrants, options or shares of capital stock granted or to be granted or sold
primarily as incentive compensation to employees and officers of the Company,
(ii) a registration of securities issued or issuable pursuant to a stockholder
reinvestment plan or other similar plan, (iii) a registration of securities
issued in exchange for any securities or any assets of, or in connection with a
merger or consolidation with, an unaffiliated company, (iv) a registration of
securities pursuant to a “rights” or other similar plan designed to protect the
Company’s stockholders from a coercive or other attempt to cause a change in
control of the Company or (v) a registration of securities filed pursuant to
Rule 145 under the Securities Act or any successor rule.

     

    4. Obligations of the
Company.  Whenever required under this Agreement to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably possible:

     

    (a) Prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and use its commercially reasonable efforts to cause such
registration statement to become effective, and, upon the request of the Holders
of a majority of the Registrable Securities registered thereunder, keep such
registration statement effective for a period of up to one hundred twenty (120)
days or until the distribution contemplated in the registration statement has
been completed; provided, however,
that (i) such one hundred twenty (120) day period shall be extended for a period
of time equal to the period the Holder refrains from selling any securities
included in such registration at the request of an underwriter of Common Stock
(or other securities) of the Company; and (ii) in the case of any
registration of Registrable Securities on Form S-3 that are intended to be
offered on a continuous or delayed basis, such one hundred twenty (120) day
period shall be extended, if necessary, to keep the registration statement
effective until all such Registrable Securities are sold, provided that Rule
415, or any successor rule under the Securities Act, permits an offering on a
continuous or delayed basis, and provided further that
applicable rules under the Securities Act governing the obligation to file a
post-effective amendment permit, in lieu of filing a post-effective amendment


     

    
      
        
        

      

      
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    that
(A) includes any prospectus required by Section 10(a)(3) of the
Securities Act or (B) reflects facts or events representing a material or
fundamental change in the information set forth in the registration statement,
the incorporation by reference of information required to be included in (A) and
(B) above to be contained in periodic reports filed pursuant to Section 13
or 15(d) of the Exchange Act in the registration statement.

     

    (b) Prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement.

     

    (c) Furnish
to the Holders such numbers of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.

     

    (d) Use its
commercially reasonable efforts to register and qualify the securities covered
by such registration statement under such other securities or Blue Sky laws of
such jurisdictions as shall be reasonably requested by the Holders; provided, however,
that the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions, unless the Company is already
subject to service in such jurisdiction and except as may be required by the
Securities Act.

     

    (e) In the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering. Each Holder participating in such
underwriting shall also enter into and perform its obligations under such an
agreement.

     

    (f) In the
event of the issuance of any stop order suspending the effectiveness of a
Registration Statement, or of any order suspending or preventing the use of any
related prospectus or ceasing trading of any securities included in such
Registration Statement for sale in any jurisdiction, use its commercially
reasonable efforts promptly to obtain the withdrawal of such order.

     

    (g) Notify
each Holder of Registrable Securities covered by such registration statement at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.

     

    (h) Cause all
such Registrable Securities registered pursuant hereunder to be listed on a
national securities exchange and each exchange on which similar securities
issued by the Company are then listed.

     

    
      
        
        

      

      
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    (i) Use its
commercially reasonable efforts to cause all Registrable Securities covered by
such Registration Statement to be registered with or approved by such other
governmental agencies, authorities or self-regulatory bodies as may be necessary
or reasonably advisable in light of the business and operations of the Company
to enable the Holder or Holders thereof to consummate the disposition of such
Registrable Securities in accordance with the intended method or methods of
disposition thereof.

     

    (j) Notify
each Holder of any Registrable Securities being sold and covered by such
Registration Statement (i) when the prospectus or any prospectus supplement or
post-effective amendment has been filed and, with respect to such Registration
Statement or any post-effective amendment, when the same has become effective,
(ii) of any request by the SEC for amendments or supplements to such
registration statement or to amend or to supplement such prospectus or for
additional information and (iii) of the issuance by the SEC of any stop order
suspending the effectiveness of such registration statement or the initiation of
any proceedings for any of such purposes.

     

    (k) Make
available for inspection by any Holder of the Registrable Securities being sold,
any underwriter participating in any disposition pursuant to such Registration
Statement and any attorney, accountant or other agent retained by any such
Holder or underwriter, all financial and other records, pertinent corporate
documents and documents relating to the business of the Company, and cause the
Company's officers, directors, employees and independent accountants to supply
all information reasonably requested by any such Holder, underwriter, attorney,
accountant or agent in connection with such Registration Statement; provided,
that each Holder will, and will use its commercially reasonable efforts to cause
each such underwriter, accountant or other agent to enter into a customary
confidentiality agreement in form and substance reasonably satisfactory to the
Company; provided further, that such confidentiality agreement will not contain
terms that would prohibit any such Person from complying with its obligations
under applicable law or the rules of the NASDAQ Stock Market.

     

    (l) Otherwise
use its commercially reasonable efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon as
reasonably practicable, an earnings statement covering the period of at least
twelve months beginning with the first day of the Company's first full calendar
quarter after the effective date of the Registration Statement, which earnings
statement will satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder.

     

    (m) If such
registration includes an underwritten public offering, obtain one or more
comfort letters, addressed to the Holders of the Registrable Securities being
sold and the underwriters of such offering, signed by the Company's independent
public accountants in customary form and covering such matters of the type
customarily covered by comfort letters.

     

    (n) Provide
legal opinions of the Company's outside counsel, addressed to the Holders of the
Registrable Securities being sold (and, if such registration includes an
underwritten public offering, to the underwriters of such offering), with
respect to the Registration Statement and prospectus in customary form and
covering such matters of the type customarily covered by legal opinions of such
nature.

     

    
      
        
        

      

      
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    (o) Provide a
transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case
not later than the effective date of such registration.

     

    (p) Use its
commercially reasonable efforts to take or cause to be taken all other actions,
and do and cause to be done all other things, necessary or reasonably advisable
to effect the registration of such Registrable Securities contemplated
hereby.

     

    5. Furnish
Information.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be reasonably required to effect the registration of such Holder’s
Registrable Securities.

     

    6. Expenses of Demand
Registration.  Registration Expenses incurred in connection
with any registration, filing or qualification of Registrable Securities with
respect to the registrations pursuant to Section 2 for each Holder shall be
borne by the Company and all Selling Expenses relating to Registrable Securities
shall be borne and paid on a pro rata basis by each participating Holder and, if
it participates, the Company; provided, however,
that the Company shall not be required to pay for any Registration Expenses or
Selling Expenses in connection with a registration proceeding begun pursuant to
Section 2 if the registration request is subsequently withdrawn at the
request of the Holders of a majority of the Registrable Securities to be
registered (in which case all participating Holders shall bear such expenses),
unless the Holders of a majority of the Registrable Securities agree to forfeit
their right to one demand registration pursuant to Section 2, or unless such
withdrawal results from the Holders learning of material adverse information
about the Company not known or publicly available to the Holders at the time of
their request.  The Holders and the Company (if the Company
participates in the registration) shall bear and pay all Selling Expenses
incurred in connection with the registrations pursuant to Section 2 on a pro
rata basis.

     

    7. Expenses of Company
Registration.  The Company shall bear and pay all Registration
Expenses (other than Selling Expenses relating to Registrable Securities)
incurred in connection with any registration, filing or qualification of
Registrable Securities with respect to the registrations pursuant to
Section 3 for each Holder (which right may be assigned as provided in
Section 13).  The Holders and the Company (if the Company
participates in the registration) shall bear and pay all Selling Expenses
incurred in connection with the registrations pursuant to Section 3 on a pro
rata basis.

     

    8. Underwriting
Requirements.  In connection with any offering involving an
underwriting of shares of the Company’s capital stock, the Company shall not be
required under Section 3 to include any of the Holders’ securities in such
underwriting unless they accept the customary terms of the underwriting as
agreed upon between the Company and the underwriters selected by it and then
only in such quantity as the underwriters determine in their sole discretion
will not jeopardize the success of the offering by the Company pursuant to the
guidelines set out below.  If the total amount of securities,
including Registrable Securities, requested by stockholders to be included in
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    Company,
exceeds the maximum amount of securities that the underwriters determine in
their sole discretion is compatible with the success of the offering, then the
Company shall be required to include in the offering only that number of such
securities, including Registrable Securities, that the underwriters determine in
their sole discretion will not jeopardize the success of the offering (the
securities so included to be apportioned pro rata among the Holders according to
the total amount of securities entitled to be included therein owned by each
Holder or in such other proportions as shall mutually be agreed to by such
Holders).  For purposes of the preceding parenthetical concerning
apportionment, for any Holder that is a partnership or corporation, the
partners, retired partners and stockholders of such Holder, or the estates and
family members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing persons shall be deemed to be a single Holder,
and any pro-rata reduction with respect to such Holder shall be based upon the
aggregate amount of shares carrying registration rights owned by all entities
and individuals included in such Holder.  If any Registrable
Securities are excluded from any registration pursuant to this Section 8, no
other securities (except securities offered by the Company) shall be included in
such registration.

     

    9. Delay of
Registration.  No Holder shall have any right to obtain or seek
an injunction restraining or otherwise delaying any such registration as the
result of any controversy that might arise with respect to the interpretation or
implementation of this Agreement.

     

    10. Indemnification.  In
the event any Registrable Securities are included in a registration statement
under this Agreement:

     

    (a) The
Company will indemnify and hold harmless each Holder, any underwriter (as
defined in the Securities Act) for such Holder and each person, if any, who
controls such Holder or underwriter within the meaning of the Securities Act or
the Exchange Act, against any losses, claims, damages, or liabilities (joint or
several) to which they may become subject under the Securities Act, the Exchange
Act or other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a “Violation”):
(i) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary prospectus
or final prospectus contained therein or any amendments or supplements thereto
or any issuer freewriting prospectus (as defined in Securities Act Rule 433),
(ii) the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of
the Securities Act, the Exchange Act, the Financial Industry Regulatory
Authority (“FINRA”)
rules, any state securities law or any rule or regulation promulgated under such
Acts or any state securities law; and the Company will pay to each such Holder,
underwriter or controlling person any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability, or action as such expenses are incurred; provided, however,
that the indemnity agreement contained in this Section 10(a) shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability,
or action if such settlement is effected without the consent of the Company,
which consent shall not be unreasonably withheld, nor shall the Company be
liable in any case for any loss, claim, damage, liability, or action to the
extent that it arises out of or is based upon a Violation that occurs in
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    furnished
in writing (including electronic transmissions) expressly for use in connection
with such registration by any such Holder, underwriter or controlling
person.

     

    (b) To the
extent permitted by law, each selling Holder will severally and not jointly
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Securities Act, any underwriter,
any other Holder selling securities in such registration statement and any
controlling person of any such underwriter or other Holder, against any losses,
claims, damages, or liabilities (joint or several) to which any of the foregoing
persons may become subject, under the Securities Act, the Exchange Act, the
FINRA rules or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereto) arise out of or are
based upon any Violation, in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity with information
furnished in writing (including electronic transmissions) by such Holder
expressly for use in connection with such registration; and each such Holder
will pay severally and not jointly any legal or other expenses reasonably
incurred by any person intended to be indemnified pursuant to this Section
10(b), in connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however,
that the indemnity agreement contained in this Section 10(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld; and provided further that
in no event shall (i) any Holder have any indemnity under this Section 10(b) for
any amount that exceeds the net proceeds from the offering received by such
Holder and (ii) any person or entity found guilty of fraudulent
misrepresentation (within the meaning of the Securities Act) be entitled to
contribution hereunder.

     

    (c) Promptly
after receipt by an indemnified party under this Section 10 of notice of the
commencement of any action (including any governmental action), such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 10, deliver to the indemnifying party a written notice
of the commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party (together with all other indemnified parties that may
be represented without conflict by one counsel) shall have the right to retain
one separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding.  The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if prejudicial to its ability to defend such
action, shall relieve such indemnifying party of liability to the indemnified
party under this Section 10 to the extent of such prejudice, but the omission so
to deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section 10.

     

    (d) If the
indemnification provided for in this Section 10 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any loss,


     

    
      
        
        

      

      
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    liability,
claim, damage, or expense referred to therein, then the indemnifying party, in
lieu of indemnifying such indemnified party hereunder, shall contribute to the
amount paid or payable by such indemnified party as a result of such loss,
liability, claim, damage, or expense in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions
that resulted in such loss, liability, claim, damage, or expense as well as any
other relevant equitable considerations.  The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information, and opportunity to correct or
prevent such statement or omission.  In no event shall any Holder be
liable under Sections 10(c) and 10(b) taken together for amounts that exceed the
net proceeds from the offering received by such Holder.

     

    (e) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with the underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall
control.

     

    (f) The
obligations of the Company and Holders under this Section 10 shall survive the
completion of any offering of Registrable Securities in a registration statement
under this Agreement, and otherwise.

     

    11. Reports Under the Exchange
Act.  With a view to making available to the Holders the
benefits of Rule 144 promulgated under the Securities Act and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities of
the Company to the public without registration or pursuant to a registration on
Form S-3, the Company agrees to:

     

    (a) make and
keep public information available, as those terms are understood and defined in
SEC Rule 144, at all times after the effective date of the first registration
statement filed by the Company for the offering of its securities to the general
public;

     

    (b) take such
action, including the voluntary registration of its Common Stock under
Section 12 of the Exchange Act, as is necessary to enable the Holders to
utilize Form S-3 for the sale of their Registrable Securities, such action to be
taken as soon as practicable after the end of the fiscal year in which the first
registration statement filed by the Company for the offering of its securities
to the general public is declared effective;

     

    (c) file with
the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and

     

    (d) furnish
to any Holder forthwith upon request (i) a written statement by the Company
that it has complied with the reporting requirements of SEC Rule 144 (at any
time after ninety (90) days after the effective date of the first registration
statement filed by the Company), the Securities Act and the Exchange Act (at any
time after it has become subject to such reporting requirements), or that it
qualifies as a registrant whose securities may be resold pursuant to Form S-3
(at any time after it so qualifies), (ii) a copy of the most recent annual
or 

     

    
      
        
        

      

      
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    quarterly
report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC that permits the
selling of any such securities without registration or pursuant to such
form.

     

    12. Market Stand-Off
Agreement.  Each Holder hereby agrees that, during the period
of duration specified by the Company and an underwriter of common stock or other
securities of the Company, following the effective date of a registration
statement of the Company filed under the Securities Act, it shall not (except
for bona fide charitable gifts or dispositions to any trust for the direct or
indirect benefit of the undersigned and/or an immediate family member of the
undersigned), to the extent requested by the Company and such underwriter,
directly or indirectly sell, offer to sell, contract to sell (including, without
limitation, any short sale), grant any option to purchase or otherwise transfer
or dispose of (other than to donees who agree to be similarly bound) any
securities of the Company held by it at any time during such period except
common stock included in such registration; provided, however,
that:

     

    (a) such
agreement shall be applicable only to the first such registration statement of
the Company that covers common stock (or other securities) to be sold on its
behalf to the public in an underwritten offering;

     

    (b) such
market stand-off time period shall not exceed one hundred eighty (180) days;
and

     

    (c) all
officers, directors and holders of 5% or more of the outstanding Common Stock of
the Company enter into similar agreements.

     

    In order
to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the Registrable Securities of each Holder (and the
shares or securities of every other person subject to the foregoing restriction)
until the end of such period.  Notwithstanding the foregoing, the
obligations described in this Section 12 shall not apply to a registration
relating solely to employee benefit plans on Form S-1 or Form S-8 or similar
forms that may be promulgated in the future, or a registration relating solely
to a Commission Rule 145 transaction on Form S-4 or similar forms that may be
promulgated in the future.

     

    13. Limitations on Subsequent
Registration Rights.  From and after the date these
registration rights are granted, the Company shall not, without the prior
written consent of the Holders of not less than fifty percent (50%) of the
Registrable Securities then held by Holders, voting together as a class, enter
into any agreement with any holder or prospective holder of any securities of
the Company that would allow such holder or prospective holder to include such
securities in any registration filed under Section 2 or 3 hereof other than
rights subordinate to the rights of any Holder hereunder.

     

    14. Assignment of Registration
Rights.  The Registrable Securities, the rights to cause the
Company to register Registrable Securities pursuant to this Agreement and the
Trust Preferred Securities may be assigned (but only with all related
obligations and, in the case of the Trust Preferred Securities, in accordance
with the terms and limitations provided in the Trust Preferred Securities
Purchase Agreement, Amended and Restated Declaration of Trust, dated as


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    of June
10, 2008, by and among the Company, Wilmington Trust Company, as
Institutional Trustee, Wilmington Trust Company, as Delaware Trustee, the
Administrators named therein and the Indenture, dated as of June 10, 2008,
between the Company and Wilmington Trust Company, as Trustee) by a Holder to one
or more transferees or assignees of such securities (each an “Assignee”),
provided that: (a) the Company is, within a reasonable time after such
transfer, furnished with written notice of the name and address of such Assignee
and the securities with respect to which such registration rights are being
assigned; (b) such Assignee agrees in writing to be bound by and subject to
the terms and conditions of this Agreement; (c) such assignment shall be
effective only if immediately following such transfer the further disposition of
such securities by the Assignee is restricted under the Securities Act; and (d)
immediately following such assignment, the shares acquired by the Assignee would
continue to constitute “Registrable Securities” as defined herein.

     

    15. Termination of Registration
Rights.  No Holder shall be entitled to exercise any right
provided for in this Agreement after three (3) years following the conversion of
all of the Trust Preferred Securities to Common Stock.

     

    16. Notices.  All
written communications provided for hereunder shall be shall be sent by
overnight courier or delivery service (with charges prepaid) or by facsimile
with confirmation sent by first class mail and

     

    (a) if to a
Holder, addressed to such Holder at his address on the books of the Company
relative to his Registrable Securities, or at such other address as such Holder
shall have specified to the Company in writing, and

     

    (b) if to the
Company, addressed as follows:

     

    Republic
First Bancorp, Inc.

    50 South
16th
Street

    Suite
2400

    Philadelphia,
PA

    Attn:  Harry
D. Madonna

    Facsimile
No. (215) 735-0955

     

    
      	
               
      

            	
              with
      a required copy to:

            


    

     

    Thacher
Proffitt & Wood, llp

    Two World
Financial Center

    New York,
NY 10281

    Attn:
Robert C. Azarow

    Fax:
212-912-7751

     

    Such
communications shall be deemed delivered on (i) the date on which delivered,
with receipt acknowledged, (ii) the date on which sent by facsimile and
confirmed by answerback, and (iii) the next business day if delivered by
overnight courier or delivery service, as the case may be.

     

    17. Jurisdiction; Service of
Process.  Each party hereto hereby irrevocably and
unconditionally agrees that any suit, action or proceeding with respect to this
Agreement, or any 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    proceeding
to execute or otherwise enforce any judgment in respect of any breach thereof,
may be brought against such party in the courts of the State of New York sitting
in New York County, or in the U.S. District Court for the Southern District of
New York, as the party bringing such suit may in its sole discretion elect, and
by the execution and delivery of this Agreement, each party hereto irrevocably
submits to the jurisdiction of each such court, and agrees that process served
either personally or by registered mail shall constitute, to the extent
permitted by law, adequate service of process in any such suit.  In
addition, each party hereto hereby irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of venue in any suit, action or proceeding arising out of or relating to this
Agreement, brought in the said courts, and hereby irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. Nothing herein shall in any way be deemed to
limit the ability of any party hereto to serve any such writs, process or
summonses, in any manner permitted by applicable law or to obtain jurisdiction
over any other party in such other jurisdiction, and in such manner, as may be
permitted by applicable law.

     

    18. WAIVER OF TRIAL BY
JURY.  EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO ANY OF THE
MATTERS CONTAINED IN THIS AGREEMENT.

     

    19. Modification; Waiver in
Writing.  No modification, amendment, extension, discharge,
termination or waiver of any provision of this Agreement shall be effective
unless the same shall be in a writing signed by the party against whom
enforcement is sought, and then such waiver or consent shall be effective only
in the specific instance, and for the purpose, for which given.

     

    20. Governing Law.  This
Agreement shall be governed by and construed in accordance with the domestic
laws of the State of New York without giving effect to any choice or conflict of
law provision or rule that would cause the application of the laws of any
jurisdiction other than the State of New York.

     

    21. Severability.  The
provisions of this Agreement are severable, and if any clause or provision shall
be held invalid or unenforceable in whole or in part in any jurisdiction, then
such invalidity or unenforceability shall affect only such clause or provision,
or part thereof, in such jurisdiction and shall not in any manner affect the
validity of such clause or provision in any other jurisdiction, or any other
clause or provision of this Agreement in such jurisdiction.

     

    22. Benefit.  This
Agreement shall be binding upon and, except as otherwise provided herein, inure
to the benefit of each Holder and the legal representatives, successors and
permitted assigns of such Holder.  This Agreement shall be binding
upon and inure to the benefit of the Company and its successors and assigns,
including without limitation any Person which may acquire all or substantially
all of the assets of the Company or into which the Company may be consolidated
or merged.

     

    23. Headings.  Section
headings throughout this Agreement are for the convenience of the parties and
shall not be considered in the construction or interpretation of this
Agreement.  

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Personal
pronouns shall be deemed masculine, feminine or neuter, singular or plural, as
the context requires.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, as of the day and year first above written, the Company has
caused this Agreement to be executed on its behalf by its duly authorized
officer, and each Holder has executed this Agreement or caused this Agreement to
be executed on its behalf by its duly authorized representative.

     

    
      
        	 
      	
                COMPANY:

              
	 	 
	 
      	
                REPUBLIC
      FIRST BANCORP, INC.

              
	 	 
	 
      	
                By

              	 
      
	 
      	
                Name

              	 
      
	 
      	
                Title

              	 
      
	 	 	 
	 
      	
                HOLDERS:

              
	 
      	 
      	 
      
	 	 
	 
      	
                Vernon
      W. Hill, II

              
	 	 
	 	 
	 
      	
                The
      Harry D. Madonna Family Trust

              
	 	 
	 
      	
                By

              	 
      
	 
      	
                Name

              	 
      
	 
      	
                Title

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      
	 
      	
                John
      Silvestri

              
	 
      	 
      	 
      
	 	 
	 
      	
                Steve
      Lewis

              
	 
      	 
      	 
      
	 	 
	 
      	
                T.J.
      Flocco, Jr.

              


      



    15