Exhibit 2.2
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF
MERGER
This FIRST AMENDMENT, dated as of July 31, 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”).
WHEREAS, the Agreement was approved and adopted
by the shareholders of the Company on March 18, 2009, and by the
shareholders of Parent on March 19, 2009; and
WHEREAS, pursuant to Section 9.3
(Amendment) of the Agreement, subject to compliance with applicable
law, the Agreement may be amended by the parties, by action taken
or authorized by their respective Boards of Directors, at any time
after approval and adoption of the Agreement and Merger by the
shareholders of either the Company or Parent; provided ,
however , that after such approval and adoption by the
Company’s shareholders, the parties may not reduce the amount
or change the form of the consideration to be delivered to the
Company’s shareholders under the Agreement without further
approval and adoption by such shareholders; and
WHEREAS, Section 9.1 (Termination) of the
Agreement provides various conditions under which the parties may
terminate the Agreement, including the
