Metro Bancorp, Inc. Sample Contracts

RECITALS
Registration Rights Agreement • October 1st, 2004 • Pennsylvania Commerce Bancorp Inc • State commercial banks • Pennsylvania
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Metro Bancorp, Inc. (a Pennsylvania business corporation) 6,250,000 Shares of Common Stock (Par Value $1.00 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • September 25th, 2009 • Metro Bancorp, Inc. • State commercial banks • New York
Common Stock par value $1.00 per share
Underwriting Agreement • October 13th, 2004 • Pennsylvania Commerce Bancorp Inc • State commercial banks
ARTICLE I
Stock Purchase Agreement • October 1st, 2004 • Pennsylvania Commerce Bancorp Inc • State commercial banks • Pennsylvania
SHAREHOLDER PROTECTION RIGHTS AGREEMENT dated as of February 17, 2015 between METRO BANCORP, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent
Shareholder Protection Rights Agreement • February 17th, 2015 • Metro Bancorp, Inc. • State commercial banks • New York
CAPITAL SECURITIES GUARANTEE AGREEMENT PENNSYLVANIA COMMERCE BANCORP, INC. DATED AS OF SEPTEMBER 29, 2006
Capital Securities Guarantee Agreement • October 4th, 2006 • Pennsylvania Commerce Bancorp Inc • State commercial banks • Delaware

This GUARANTEE AGREEMENT (the “Capital Securities Guarantee”), dated as of September 29, 2006, is executed and delivered by Pennsylvania Commerce Bancorp, Inc., a Pennsylvania corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Capital Securities Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Commerce Harrisburg Capital Trust III, a Delaware statutory trust (the “Issuer”).

RECITALS
Network Agreement • October 1st, 2004 • Pennsylvania Commerce Bancorp Inc • State commercial banks
EMPLOYMENT AGREEMENT METRO BANCORP, INC. AND METRO BANK
Employment Agreement • September 20th, 2012 • Metro Bancorp, Inc. • State commercial banks • Pennsylvania

This Employment Agreement (“Agreement”) is dated effective as of September 17, 2012, by and between METRO BANCORP, INC., a Pennsylvania corporation (“Metro”), and METRO BANK, a Pennsylvania bank and a wholly-owned subsidiary of Metro (“Bank”), and Adam Metz (“Executive”).

FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT METRO BANCORP, INC. AND METRO BANK
Employment Agreement • March 16th, 2011 • Metro Bancorp, Inc. • State commercial banks • Pennsylvania
AGREEMENT AND PLAN OF MERGER Between PENNSYLVANIA COMMERCE BANCORP, INC. and REPUBLIC FIRST BANCORP, INC. Dated as of November 7, 2008
Agreement and Plan of Merger • November 13th, 2008 • Pennsylvania Commerce Bancorp Inc • State commercial banks • Pennsylvania

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 7, 2008, is entered into between Pennsylvania Commerce Bancorp, Inc., a Pennsylvania corporation (“Parent”), and Republic First Bancorp, Inc., a Pennsylvania corporation (the “Company”).

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 22nd, 2009 • Metro Bancorp, Inc. • State commercial banks

This SECOND AMENDMENT, dated as of December 18, 2009, is entered into between Metro Bancorp, Inc., formerly known as Pennsylvania Commerce Bancorp, Inc., a Pennsylvania corporation (“Parent”), and Republic First Bancorp, Inc., a Pennsylvania corporation (the “Company”). Any capitalized term which is undefined herein has the meaning assigned to it in the Agreement and Plan of Merger entered into by the parties as of November 7, 2008 (“Agreement”).

EMPLOYMENT AGREEMENT PENNSYLVANIA COMMERCE BANCORP, INC. AND COMMERCE BANK/HARRISBURG GARY L. NALBANDIAN EFFECTIVE DATE FEBRUARY 23, 2009
Employment Agreement • February 27th, 2009 • Pennsylvania Commerce Bancorp Inc • State commercial banks • Pennsylvania

This Employment Agreement (“Agreement”) is dated effective as of February 23, 2009, by and between PENNSYLVANIA COMMERCE BANCORP, INC., a Pennsylvania corporation (“Commerce”), and COMMERCE BANK/HARRISBURG, a Pennsylvania bank and a wholly-owned subsidiary of Commerce (“COBH”), and Gary L. Nalbandian (“Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2009 • Pennsylvania Commerce Bancorp Inc • State commercial banks • Pennsylvania
NOMINATION AND STANDSTILL AGREEMENT
Nomination and Standstill Agreement • May 15th, 2015 • Metro Bancorp, Inc. • State commercial banks • Pennsylvania

Nomination and Standstill Agreement (this “Agreement”), dated May 14, 2015, by and among the persons listed on Schedule A (collectively, the “PL Capital Group”, and individually a “Member” of the PL Capital Group), Metro Bancorp, Inc. (the “Company”), and Richard J. Lashley (“Lashley”), in his capacity as the PL Capital Designee (as defined below).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 4th, 2015 • Metro Bancorp, Inc. • State commercial banks

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Modification”) is dated effective as of July 31, 2015, by and between METRO BANCORP, INC., a Pennsylvania corporation (“Metro”), METRO BANK, a Pennsylvania bank and a wholly-owned subsidiary of Metro (“Bank”), and Percival B. Moser, III (“Executive”).

AGREEMENT TO FURNISH DEBT INSTRUMENTS
Metro Bancorp, Inc. • March 16th, 2015 • State commercial banks

Pursuant to Instruction 3(b)(4)(iii) to Item 601 of Regulation S-K, the Company has not included as an Exhibit any instrument with respect to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the consolidated assets of the Company and its subsidiaries. The Company agrees, pursuant to this Instruction, to furnish a copy of any such instrument to the Securities and Exchange Commission upon request of the Commission.

AGREEMENT TO FURNISH DEBT INSTRUMENTS
Pennsylvania Commerce Bancorp Inc • March 16th, 2009 • State commercial banks

Pursuant to Instruction 3(b)(4)(iii) to Item 601 of Regulation S-K, the Company has not included as an Exhibit any instrument with respect to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the consolidated assets of the Company and its subsidiaries. The Company agrees, pursuant to this Instruction, to furnish a copy of any such instrument to the Securities and Exchange Commission upon request of the Commission.

AGREEMENT TO FURNISH DEBT INSTRUMENTS
Furnish Debt Instruments • March 16th, 2011 • Metro Bancorp, Inc. • State commercial banks

Pursuant to Instruction 3(b)(4)(iii) to Item 601 of Regulation S-K, the Company has not included as an Exhibit any instrument with respect to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the consolidated assets of the Company and its subsidiaries. The Company agrees, pursuant to this Instruction, to furnish a copy of any such instrument to the Securities and Exchange Commission upon request of the Commission.

CONSULTING AGREEMENT
Consulting Agreement • February 13th, 2012 • Metro Bancorp, Inc. • State commercial banks • Pennsylvania

This Consulting Agreement (“Agreement”), executed this 13th day of June, 2011 and effective June 13, 2011 (such date, the “Effective Date”), is made by and between Peter M. Musumeci, Jr. (“Musumeci”), with address of 11 Milford Drive, Marlton, New Jersey 08053, and Metro Bancorp, Inc. and Metro Bank (collectively, “Metro”), each with an office located at 3801 Paxton Street, Harrisburg, PA 17111.

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MERGER TERMINATION AGREEMENT
Merger Termination Agreement • March 15th, 2010 • Metro Bancorp, Inc. • State commercial banks

This MERGER TERMINATION AGREEMENT, dated as of March 15, 2010, is entered into between Metro Bancorp, Inc., formerly known as Pennsylvania Commerce Bancorp, Inc., a Pennsylvania corporation (“Parent”), and Republic First Bancorp, Inc., a Pennsylvania corporation (the “Company”). Any capitalized term which is undefined herein has the meaning assigned to it in the Agreement and Plan of Merger entered into by the parties as of November 7, 2008 (“Agreement”).

AGREEMENT TO FURNISH DEBT INSTRUMENTS
Metro Bancorp, Inc. • March 15th, 2013 • State commercial banks

Pursuant to Instruction 3(b)(4)(iii) to Item 601 of Regulation S-K, the Company has not included as an Exhibit any instrument with respect to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the consolidated assets of the Company and its subsidiaries. The Company agrees, pursuant to this Instruction, to furnish a copy of any such instrument to the Securities and Exchange Commission upon request of the Commission.

EXHIBIT 8 May 14, 1999
Pennsylvania Commerce Bancorp Inc • May 14th, 1999
AGREEMENT TO FURNISH DEBT INSTRUMENTS
Furnish Debt Instruments • March 17th, 2008 • Pennsylvania Commerce Bancorp Inc • State commercial banks

Pursuant to Instruction 3(b)(4)(iii) to Item 601 of Regulation S-K, the Company has not included as an Exhibit any instrument with respect to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the consolidated assets of the Company and its subsidiaries. The Company agrees, pursuant to this Instruction, to furnish a copy of any such instrument to the Securities and Exchange Commission upon request of the Commission.

MASTER AGREEMENT
Master Agreement • November 13th, 2008 • Pennsylvania Commerce Bancorp Inc • State commercial banks

MASTER AGREEMENT ("Agreement”) dated as of November 7, 2008 ("Effective Date") between Fiserv Solutions, Inc., a Wisconsin corporation with offices located at 600 Colonial Center Parkway, Lake Mary, Florida 32746, on behalf of itself and its Affiliates, ("Fiserv"), and Commerce Bank Harrisburg, NA, a Pennsylvania corporation with offices located at 3801 Paxton Street, Harrisburg, PA 17111 ("Client").

CONSULTING AGREEMENT
Consulting Agreement • June 17th, 2011 • Metro Bancorp, Inc. • State commercial banks • Pennsylvania

This Consulting Agreement (“Agreement”), executed this 13th day of June, 2011 and effective June 13, 2011 (such date, the “Effective Date”), is made by and between Peter M. Musumeci, Jr. (“Musumeci”), with address of 11 Milford Drive, Marlton, New Jersey 08053, and Metro Bancorp, Inc. and Metro Bank (collectively, “Metro”), each with an office located at 3801 Paxton Street, Harrisburg, PA 17111.

AMENDMENT NO. 1 TO THE SHAREHOLDER PROTECTION RIGHTS AGREEMENT
Shareholder Protection Rights Agreement • May 15th, 2015 • Metro Bancorp, Inc. • State commercial banks

Amendment No. 1, dated May 15, 2015 (the “Amendment”), to the Shareholder Protection Rights Agreement, dated February 17, 2015 (the “Rights Agreement”), by and between Metro Bancorp, Inc. (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).

EMPLOYMENT AGREEMENT PENNSYLVANIA COMMERCE BANCORP, INC. AND COMMERCE BANK/HARRISBURG, N.A. MARK A. RITTER EFFECTIVE DATE October 8, 2007
Employment Agreement • October 12th, 2007 • Pennsylvania Commerce Bancorp Inc • State commercial banks • Pennsylvania

This Agreement is dated effective as of October 8, 2007, by and between PENNSYLVANIA COMMERCE BANCORP, INC., a Pennsylvania corporation (“Holding Company”), and COMMERCE BANK/HARRISBURG, N.A., a national banking association and a wholly-owned subsidiary of Holding Company (“COBH”), and MARK A. RITTER (“Ritter”).

AGREEMENT TO FURNISH DEBT INSTRUMENTS
Furnish Debt Instruments • March 16th, 2006 • Pennsylvania Commerce Bancorp Inc • State commercial banks

Pursuant to Instruction 3(b)(4)(iii) to Item 601 of Regulation S-K, the Company has not included as an Exhibit any instrument with respect to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the consolidated assets of the Company and its subsidiaries. The Company agrees, pursuant to this Instruction, to furnish a copy of any such instrument to the Securities and Exchange Commission upon request of the Commission.

AGREEMENT TO FURNISH DEBT INSTRUMENTS
Metro Bancorp, Inc. • March 17th, 2014 • State commercial banks

Pursuant to Instruction 3(b)(4)(iii) to Item 601 of Regulation S-K, the Company has not included as an Exhibit any instrument with respect to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the consolidated assets of the Company and its subsidiaries. The Company agrees, pursuant to this Instruction, to furnish a copy of any such instrument to the Securities and Exchange Commission upon request of the Commission.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT METRO BANCORP, INC. AND METRO BANK
Employment Agreement • March 16th, 2011 • Metro Bancorp, Inc. • State commercial banks • Pennsylvania

This Amended and Restated Employment Agreement (“Agreement”) is dated effective as of December 17, 2010, by and between METRO BANCORP, INC., a Pennsylvania corporation (“Metro”), and METRO BANK, a Pennsylvania bank and a wholly-owned subsidiary of Metro (“Bank”), and Gary L. Nalbandian (“Executive”).

AGREEMENT TO FURNISH DEBT INSTRUMENTS
Metro Bancorp, Inc. • March 16th, 2010 • State commercial banks

Pursuant to Instruction 3(b)(4)(iii) to Item 601 of Regulation S-K, the Company has not included as an Exhibit any instrument with respect to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the consolidated assets of the Company and its subsidiaries. The Company agrees, pursuant to this Instruction, to furnish a copy of any such instrument to the Securities and Exchange Commission upon request of the Commission.

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