Exhibit 10.6
 United States Department of the Treasury  1500 Pennsylvania Avenue, NW  Washington, D.C. 20220
  Company Preferred Shares Warrant Purchased Securities Investor
 Securities Purchase
Agreement




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UNITED STATES DEPARTMENT OF THE TREASURYBy:
    /s/ Neil KashkariName:
    Neil KashkariTitle:
    Interim Assistant Secretary
For Financial StabilityCOMPANY: FIRST PRIORITY FINANCIAL CORP.By:
    /s/ David E. SparksName:
    David E. SparksTitle:
    Chief Executive Officer  Signature
Page to Letter Agreement




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EXHIBIT A
 
 
 SECURITIES PURCHASE AGREEMENT
 STANDARD TERMS
 
  -1-




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TABLE OF CONTENTS
 PageArticle IPurchase; Closing1.1 Purchase
    
    
    11.2 Closing
    
    
    21.3 Interpretation
    
    
    4Article IIRepresentations and Warranties2.1 Disclosure
    
    
    42.2 Representations and Warranties of the Company
    
    
    5Article IIICovenants3.1 Commercially Reasonable Efforts
    
    
    133.2 Expenses
    
    
    133.3 Sufficiency of Authorized Warrant Preferred Stock; Exchange Listing
    
    
    133.4 Certain Notifications Until Closing
    
    
    143.5 Access, Information and Confidentiality
    
    
    14Article IVAdditional Agreements4.1 Purchase for Investment
    
    
    154.2 Legends
    
    
    164.3 Certain Transactions
    
    
    174.4 Transfer of Purchased Securities and Warrant Shares; Restrictions on Exercise
of the Warrant
    
    
    174.5 Registration Rights
    
    
    184.6 Depositary Shares
    
    
    294.7 Restriction on Dividends and Repurchases
    
    
    304.8 Executive Compensation
    
    
    324.9 Related Party Transactions
    
    
    324.10 Bank and Thrift Holding Company Status
    
    
    324.11 Predominantly Financial
    
    
    32
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PageArticle VMiscellaneous5.1 Termination
    
    
    335.2 Survival of Representations and Warranties
    
    
    335.3 Amendment
    
    
    335.4 Waiver of Conditions
    
    
    335.5
Governing Law: Submission to Jurisdiction, Etc.
    
    
    345.6 Notices
    
    
    345.7 Definitions
    
    
    345.8 Assignment
    
    
    355.9 Severability
    
    
    355.10 No Third Party Beneficiaries
    
    
    35
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ANNEX A:
    
    FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCKANNEX B:
    
    FORM OF CERTIFICATE OF DESIGNATIONS FOR WARRANT PREFERRED STOCKANNEX C:
    
    FORM OF WAIVERANNEX D:
    
    FORM OF OPINIONANNEX E:
    
    FORM OF WARRANT
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INDEX OF DEFINED TERMS
 Location ofTerm
    
    DefinitionAffiliate
    
    5.7(b)Agreement
    
    RecitalsAppropriate Federal Banking Agency
    
    2.2(s)Bank Holding Company
    
    4.10Bankruptcy Exceptions
    
    2.2(d)Benefit Plans
    
    1.2(d)(iv)Board of Directors
    
    2.2(f)Business Combination
    
    5.8business day
    
    1.3Capitalization Date
    
    2.2(b)Certificates of Designations
    
    1.2(d)(iii)Charter
    
    1.2(d)(iii)Closing
    
    1.2(a)Closing Date
    
    1.2(a)Code
    
    2.2(n)Common Stock
    
    2.2(b)Company
    
    RecitalsCompany Financial Statements
    
    2.2(h)Company Material Adverse Effect
    
    2.1(b)Company Reports
    
    2.2(i)(i)Company Subsidiary; Company Subsidiaries
    
    2.2(e)(ii)control; controlled by; under common control with
    
    5.7(b)Controlled Group
    
    2.2(n)CPP
    
    RecitalsDisclosure Schedule
    
    2.1(a)EESA
    
    1.2(d)(iv)ERISA
    
    2.2(n)Exchange Act
    
    4.4Federal Reserve
    
    4.10GAAP
    
    2.1(b)Governmental Entities
    
    1.2(c)Holder
    
    4.5(l)(i)Holders Counsel
    
    4.5(l)(ii)Indemnitee
    
    4.5(h)(i)Information
    
    3.5(c)Investor
    
    RecitalsJunior Stock
    
    4.7(f)knowledge of the Company; Companys knowledge
    
    5.7(c)Letter Agreement
    
    Recitalsofficers
    
    5.7(c)Parity Stock
    
    4.7(f)
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Location ofTerm
    
    DefinitionPending Underwritten Offering
    
    4.5(m)Permitted Repurchases
    
    4.7(c)Piggyback Registration
    
    4.5(b)(iv)Plan
    
    2.2(n)Preferred Shares
    
    RecitalsPreferred Stock
    
    RecitalsPreviously Disclosed
    
    2.1(c)Proprietary Rights
    
    2.2(u)Purchase
    
    RecitalsPurchase Price
    
    1.1Purchased Securities
    
    Recitalsregister; registered; registration
    
    4.5(l)(iii)Registrable Securities
    
    4.5(l)(iv)Registration Expenses
    
    4.5(l)(v)Regulatory Agreement
    
    2.2(s)Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415
    
    4.5(l)(vi)Savings and Loan Holding Company
    
    4.10Schedules
    
    RecitalsSEC
    
    2.2(k)Securities Act
    
    2.2(a)Selling Expenses
    
    4.5(l)(vii)Senior Executive Officers
    
    4.8Shelf Registration Statement
    
    4.5(b)(ii)Signing Date
    
    2.1(b)Special Registration
    
    4.5(j)subsidiary
    
    5.7(a)Tax; Taxes
    
    2.2(o)Transfer
    
    4.4Warrant
    
    RecitalsWarrant Preferred Stock
    
    RecitalsWarrant Shares
    
    2.2(d)
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SECURITIES PURCHASE AGREEMENT  STANDARD TERMS
 Recitals:
 Investor CPP
 Company Letter Agreement
   Preferred Stock Schedule A Preferred Shares Warrant Preferred Stock Schedule A Warrant Purchased Securities Purchase
 Schedules
 NOW, THEREFORE
 Purchase; Closing
 Purchase Schedule A Purchase Price




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Closing
 Closing Schedule A, Schedule A Closing Date
 Schedule A
 Governmental
Entities
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Charter Annex A Annex B Certificates of Designations
 Benefit Plans EESA
 Annex C
 Annex
D;
  Annex E
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Interpretation. business day
 Representations and Warranties
 Disclosure.
 Disclosure Schedule
 Company Material Adverse Effect provided however Signing Date GAAP
  -4-




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Previously Disclosed
 Representations and Warranties of the Company
 Organization, Authority and Significant Subsidiaries
 Capitalization Date Schedule B Common Stock Schedule B Schedule B
  -5-




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Preferred Shares. pari passu
 The Warrant and Warrant Shares.
 Authorization, Enforceability.
   -6-




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Anti-takeover Provisions and Rights Plan Board of Directors
 No Company Material Adverse Effect
  -7-




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Company Financial Statements Company Financial Statements
 Reports
    -8-




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No Undisclosed Liabilities
 Offering of Securities SEC
 Litigation and Other Proceedings
 Compliance with Laws Schedule D, Schedule D,
  -9-




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Employee Benefit Matters ERISA Controlled Group Code Plan
 Taxes Tax Taxes
  -10-




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Properties and Leases
 Environmental Liability
    Risk Management Instruments
  -11-




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Agreements with Regulatory Agencies Regulatory Agreement Appropriate Federal Banking Agency
 Insurance
 Intellectual Property Proprietary Rights
  -12-




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Brokers and Finders
 Covenants
 Commercially Reasonable Efforts
 Expenses
 Sufficiency of Authorized Warrant Preferred Stock; Exchange Listing
    -13-




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Certain Notifications Until Closing provided however provided further
 Access, Information and Confidentiality
     -14-




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Information provided
  Additional Agreements
 Purchase for Investment
  -15-




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Legends
        -16-




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provided
 Certain Transactions.
 Transfer of Purchased Securities and Warrant Shares; Restrictions on Exercise of the
Warrant Transfer provided Exchange Act
  -17-




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Registration Rights
 provided
 Registration
  Shelf
Registration Statement provided provided
 provided
 Piggyback Registration
  -18-




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provided
 pro rata provided, however,
 Expenses of Registration pro rata
  -19-




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Obligations of the Company
    provided
      -20-




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-21-




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-22-




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Suspension of Sales
 Termination of Registration Rights
  -23-




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Furnishing Information
   Indemnification
 Indemnitee provided
  -24-




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pro
rata
  -25-




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Assignment of Registration Rights provided however
 Clear Market Special Registration
  -26-




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Rule 144; Rule 144A
      Holder
 Holders Counsel
 Register registered registration
  -27-




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Registrable Securities provided
 Registration Expenses
 Rule 144 Rule 144A Rule 159A Rule 405 Rule 415
 Selling Expenses
 provided provided further Pending Underwritten Offering ,
  -28-




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Specific Performance
 No Inconsistent Agreements
 Certain Offerings by the Investor
 Registered Sales of the Warrant
 Depositary Shares
  -29-




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Restriction on Dividends and Repurchases
  provided
  -30-




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Permitted
Repurchases
   Junior Stock Parity Stock
  -31-




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Executive Compensation Senior Executive Officers
 Related Party Transactions
 Bank and Thrift Holding Company Status Bank Holding Company Federal Reserve Savings and Loan Holding Company
 Predominantly Financial
  -32-




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Miscellaneous
 Termination
 th provided however th th provided further
    Survival of Representations and Warranties
 Amendment provided
 Waiver of Conditions.
  -33-




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Governing Law: Submission to Jurisdiction, Etc. This Agreement will be governed by
and construed in accordance with the federal law of the United States if and to
the extent such law is applicable, and otherwise in accordance with the laws of the State of New
York applicable to contracts made and to be performed entirely within such State. Each of the
parties hereto agrees (a) to submit to the exclusive jurisdiction and venue of the United States
District Court for the District of Columbia and the United States Court of Federal Claims for any
and all civil actions, suits or proceedings arising out of or relating to this Agreement or the
Warrant or the transactions contemplated hereby or thereby, and (b) that notice may be served upon
(i) the Company at the address and in the manner set forth for notices to the Company in Section
5.6 and (ii) the Investor in accordance with federal law. To the extent permitted by applicable
law, each of the parties hereto hereby unconditionally waives trial by jury in any civil legal
action or proceeding relating to this Agreement or the Warrant or the transactions contemplated
hereby or thereby.
 Notices Schedule A,
  
 Definitions
 subsidiary
 Affiliate control controlled by under
common control with
  -34-




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knowledge of the Company Companys knowledge officers
 Assignment Business Combination
 Severability
 No Third Party Beneficiaries
   -35-




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ANNEX A
 FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK
   -36-




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ANNEX B
 FORM OF CERTIFICATE OF DESIGNATIONS  FOR WARRANT PREFERRED STOCK
   -37-




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ANNEX C
 FORM OF WAIVER
     -38-




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ANNEX D
 FORM OF OPINION
  pari passu
  pari passu
   provided however
  -39-




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ANNEX E
 FORM OF WARRANT
   -40-




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SCHEDULE A
 ADDITIONAL TERMS AND CONDITIONS
 Company Information:Name of the Company:
    
    First Priority Financial Corp.Corporate or other organizational form:
    
    Business corporationJurisdiction of Organization:
    
    Commonwealth of PennsylvaniaAppropriate Federal Banking Agency:
    
    Board of Governors of the Federal
Reserve System and Federal
Deposit Insurance CorporationNotice Information:
    
    First Priority Financial Corp.
2 West Liberty Blvd.
Suite 104
Malvern, Pennsylvania 19355
Attn: Lawrence E. Donato, Chief
Financial Officer
Phone: (484) 527-4022
Facsimile: (484) 527-4037
With a copy to:Stevens & Lee
111 North Sixth Street
Reading, Pennsylvania 19603
Attn: Sunjeet S. Gill, Esquire
Phone: (610) 478-2254
Facsimile: (610) 371-1228Terms of the Purchase:Series of Preferred Stock Purchased:
    
    Fixed Rate Cumulative Perpetual 
Preferred Stock, Series APer Share Liquidation Preference of Preferred
Stock:
    
    $ 1,000.00Number of Shares of Preferred Stock Purchased:
    
    4,579Dividend Payment Dates on the Preferred Stock:
    
    February 15, May 15, August 15
and November 15 of each year




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Series of Warrant Preferred Stock:
    
    Fixed Rate Cumulative Perpetual
Preferred Stock, Series BNumber of Warrant Shares:
    
    254.44444Number of Net Warrant Shares (after net
settlement):
    
    229Exercise Price of the Warrant:
    
    $100.00Purchase Price:
    
    $4,579,000Closing:Location of Closing:
    
    Hughes Hubbard and Reed LLP 
One Battery Park Plaza 
New York, New York 10004-1482Time of Closing:
    
    9:00 A.M. ETDate of Closing:
    
    February 20, 2009Wire Information for Closing:
    
    ABA Number: 0313-0175-2
Bank: ATL CENT CAMP HILL
Account Name: First Priority
Bank, Malvern, PA 19355
Account Number: 220445
Beneficiary: First Priority
Financial Corp.Contact for Confirmation of Wire Information:
    
    Mark Myers, Chief Accounting
Officer
First Priority Financial Corp.
2 West Liberty Blvd.
Suite 104
Malvern, Pennsylvania 19355
Phone: (484) 527-4041
Cell: (610) 350-9511
Facsimile: (484) 527-4037
Email: mmyers@fpbk.com




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SCHEDULE B
 CAPITALIZATION
 Capitalization Date:
    
    January 31, 2009Common StockPar value:
    
    $1.00 per shareTotal Authorized:
    
    10,000,000 sharesOutstanding:
    
    3,122,929 sharesSubject to warrants, options, convertible securities,
etc.:
    
    1,171,477 sharesReserved for benefit plans and other
issuances1:
    
    169,836 sharesRemaining authorized but unissued:
    
    5,535,758 sharesShares issued after Capitalization Date (other than
pursuant to warrants, options, convertible securities,
etc. as set forth above):
    
    0 sharesPreferred StockPar value:
    
    $100.00 per shareTotal Authorized:
    
    10,000,000 sharesOutstanding (by series):
    
    0 sharesReserved for issuance:
    
    0 sharesRemaining authorized but unissued:
    
    10,000,000 shares
 
 1
    
    The shares are reserved under the First Priority
Financial Corp. 2005 Stock Compensation Plan.




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Holders of 5% or more of any class of capital stock
    
    Primary AddressDavid E. Sparks2                                   5.91% of outstanding shares
    
    1572 Melville Road
Pottstown, Pennsylvania 19465
 Starboard Fund for                                7.89% of outstanding shares
New Bancs, LP
Martin Fiascone,
General Partner3
    
    200 West Adams Street,
Suite 1015
Chicago, Illinois 60606Conwell Limited Partnership                4.58% of outstanding shares

Jerome S. Goodman,
General Partner4
    
    131-A-Gaither Drive,
Mount Laurel, NJ 08054Wellington Limited Partnership          2.11% of outstanding shares

Jerome S. Goodman,
General Partner5
    
    131-A-Gaither Drive,
Mount Laurel, NJ 08054
 
 2
    
    Mr. Sparks beneficially owns 186,371 shares of common stock,
including 75,000 shares in the name of his wife and 2,000 shares in the name
of his adult children, and 30,200 warrants to purchase common stock, of which,
15,000 are in his wifes name and 400 are in the name of this adult children.3
    
    Starboard Fund for New Bancs beneficially owns 249,600
shares, including 41,600 warrants.4
    
    The Conwell Limited Partnership beneficially owns
144,000 shares, including 24,000 warrants. The Conwell
Limited Partnership and Wellington Limited Partnership have the same general
partner.5
    
    The Wellington Limited Partnership beneficially owns
66,000 shares, including 11,000 warrants. The Conwell Limited Partnership and
Wellington Limited Partnership have the same general partner.




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SCHEDULE C
 LITIGATION
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SCHEDULE D
 COMPLIANCE WITH LAWS
  þ
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SCHEDULE E
 REGULATORY AGREEMENTS
  þ