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 ”).

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.

“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);

(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

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

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.

(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, direct