SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • August 16th, 2021 • First Internet Bancorp • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 16, 2021, and is made by and among First Internet Bancorp, an Indiana corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2021 • First Internet Bancorp • State commercial banks • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of August 16, 2021 and is made by and among First Internet Bancorp, an Indiana corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
1,505,000 Shares FIRST INTERNET BANCORP Common Stock, no par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2018 • First Internet Bancorp • State commercial banks • New York
First Internet Bancorp, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,505,000 shares (the “Firm Shares”) of the common stock, no par value (“Common Stock”), of the Company. Keefe, Bruyette & Woods, Inc. (“KBW”) has agreed to act as Representative of the Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Shares (as defined below). The Company also proposes to sell to the Underwriters, at the option of the Underwriters, up to an additional 225,750 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
FIRST INTERNET BANCORP Common Stock, no par value per share SALES AGENCY AGREEMENTSales Agency Agreement • May 6th, 2016 • First Internet Bancorp • State commercial banks • New York
First Internet Bancorp, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell from time to time through Sandler O’Neill & Partners, L.P., as sales agent and/or principal (the “Agent”) shares of the common stock, no par value (“Common Stock”), of the Company, having an aggregate gross sales price of up to $25 million (the “Shares”) on the terms set forth in this agreement (the “Agreement”). The Company agrees that whenever it determines to sell the Common Stock directly to the Agent, as principal or otherwise other than as set forth in Section 2 hereof, it will enter into a separate agreement, which will include customary terms and conditions consistent with the representations, warranties and provisions in this Agreement and which will be agreed upon by the parties thereto (each, a “Terms Agreement”).
Shares FIRST INTERNET BANCORP Common Stock, no par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 4th, 2013 • First Internet Bancorp • State commercial banks • New York
First Internet Bancorp, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), an aggregate of · shares (the “Firm Shares”) and, at the election of the Underwriters, up to · additional shares (the “Optional Shares”) of the common stock, no par value (“Common Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
FIRST INTERNET BANCORP UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2019 • First Internet Bancorp • State commercial banks • New York
First Internet Bancorp, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) $35,000,000 aggregate principal amount of the Company’s 6.0% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Securities”). In addition, the Company proposes to issue and sell to the Underwriters, upon the terms and conditions set forth in Section 2(b) hereof, up to an additional $2,000,000 aggregate principal amount of Securities. The Securities will be issued pursuant to the Subordinated Indenture dated as of September 30, 2016, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time (as defined below), between the Company and the Trustee (collectively the “Indenture”). Keefe, Bruyette & Woods, Inc. (“KBW”) has agreed to
FIRST INTERNET BANCORPManagement Incentive Award Agreement • May 8th, 2019 • First Internet Bancorp • State commercial banks • Indiana
This Award Agreement (“Award Agreement”), dated as of , is by and between First Internet Bancorp, an Indiana corporation (the “Company”), and the participant designated below (“Participant”). Unless otherwise defined herein, the terms defined in the First Internet Bancorp 2013 Equity Incentive Plan (the “Plan”), shall have the same defined meanings in this Award Agreement.
Subordinated Debenture Purchase AgreementSubordinated Debenture Purchase Agreement • July 5th, 2013 • First Internet Bancorp • Savings institutions, not federally chartered • Illinois
This Subordinated Debenture Purchase Agreement (this “Agreement”) is dated as of June 28, 2013, and is made by and between First Internet Bancorp, an Indiana corporation (“Borrower”), and Community BanCapital, L.P., a Delaware limited partnership (“Lender”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 25th, 2022 • First Internet Bancorp • State commercial banks • Indiana
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into this 20th day of April, 2022 (the “Effective Date”), by and among FIRST INTERNET BANCORP (“Parent”), FIRST INTERNET BANK OF INDIANA, Parent’s wholly-owned subsidiary (the “Bank”), and KENNETH J. LOVIK (the “Executive”). Parent and Bank are collectively referenced as “INBK.” Executive, Parent and Bank are collectively referred to as the “parties” or individually referred to as a “party.”
FIRST INTERNET BANCORPRestricted Stock Unit Award Agreement • May 10th, 2023 • First Internet Bancorp • State commercial banks • Indiana
This Restricted Stock Unit Award Agreement (“Award Agreement”), effective as of _____ __, ______, is by and between First Internet Bancorp, an Indiana corporation (the “Company”), and the participant designated below (“Participant”), pursuant to the First Internet Bancorp 2022 Equity Incentive Plan (the “Plan”). Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan.
ContractWarrant Agreement • July 5th, 2013 • First Internet Bancorp • Savings institutions, not federally chartered • Indiana
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE ACT AND ANY REQUIRED QUALIFICATION UNDER APPLICABLE STATE AND FOREIGN LAW OR THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND AN OPINION SATISFACTORY TO THE ISSUER TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
LOAN AGREEMENTLoan Agreement • March 11th, 2013 • First Internet Bancorp • Savings institutions, not federally chartered • Indiana
THIS LOAN AGREEMENT is executed as of March 6, 2013 (the "Closing Date"), by FIRST INTERNET BANCORP, an Indiana corporation (together with its successors and assigns, the "Borrower"), and FIRST INTERNET BANK OF INDIANA (together with its successors and assigns, the "Lender").
FIRST INTERNET BANCORPManagement Incentive Award Agreement • May 7th, 2015 • First Internet Bancorp • State commercial banks • Indiana
This Award Agreement ("Award Agreement"), dated as of _________ ___, 20___, is by and between First Internet Bancorp, an Indiana corporation (the "Company"), and the participant designated below ("Participant"). Unless otherwise defined herein, the terms defined in the First Internet Bancorp 2013 Equity Incentive Plan (the "Plan"), shall have the same defined meanings in this Award Agreement.
SEVERANCE AGREEMENTSeverance Agreement • November 30th, 2012 • First Internet Bancorp • Indiana
This Severance Agreement (hereinafter the “Agreement”) is made and entered into effective as of the 30th day of March, 2012 (the “Effective Date”) by and between FIRST INTERNET BANK OF INDIANA (“EMPLOYER”) and JEFFREY K. HARTY (“EMPLOYEE”) with reference to the following:
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • August 5th, 2015 • First Internet Bancorp • State commercial banks
THIS FIRST AMENDMENT TO OFFICE LEASE (this "Amendment") is made and entered into as of this 1st day of July, 2015 (the "Effective Date"), by and between FIRST INTERNET BANCORP., an Indiana corporation (the "Landlord"), and FIRST INTERNET BANK OF INDIANA (the "Tenant").
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • August 2nd, 2016 • First Internet Bancorp • State commercial banks
THIS SECOND AMENDMENT TO OFFICE LEASE (“Second Amendment”) is made and entered into as of this 1st day of July, 2016 (the “Effective Date”), by and between FIRST INTERNET BANCORP, an Indiana corporation (the “Landlord”), and FIRST INTERNET BANK OF INDIANA, an Indiana state chartered bank (the “Tenant”).
FIRST INTERNET BANCORP UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2016 • First Internet Bancorp • State commercial banks • New York
First Internet Bancorp, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), $25,000,000 principal amount of its 6.0% Fixed-to-Floating Rate Subordinated Notes due 2026 (the “Notes”). In addition, the Company proposes to issue and sell to the Underwriters, upon the terms and conditions set forth in Section 2(b) hereof, up to an additional $3,750,000 aggregate principal amount of the Company’s 6.0% Subordinated Notes due 2026 (the “Optional Notes”). The Initial Notes and Optional Notes are, collectively, hereinafter called the “Notes.” The Notes will be issued pursuant to a Subordinated Indenture, to be dated as of September 30, 2016, and a First Supplemental Indenture, to be dated as of September 30, 2016 (collectively,
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2022 • First Internet Bancorp • State commercial banks
THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”), made as of the 20th day of April, 2022, is by and between FIRST INTERNET BANK OF INDIANA (the “Bank”), FIRST INTERNET BANCORP (“FIB”), and DAVID B. BECKER (the “Executive”).
FOURTH AMENDMENT TO OFFICE LEASEOffice Lease • March 12th, 2020 • First Internet Bancorp • State commercial banks
THIS FOURTH AMENDMENT TO OFFICE LEASE (“Fourth Amendment”) is made and entered into as of this 1st day of February, 2020 (the “Effective Date”), by and between FIRST INTERNET BANKCORP, an Indiana corporation (the “Landlord”) and FIRST INTERNET BANK OF INDIANA, an Indiana state charted bank (the “Tenant”).
OFFER AND CONTRACT FOR PURCHASE OF REAL ESTATEPurchase Agreement • March 28th, 2013 • First Internet Bancorp • Savings institutions, not federally chartered
FIRST INTERNET BANCORP ("Purchaser"), hereby offers to purchase from ST. VINCENT HOSPITAL AND HEALTH CARE CENTER, INC. ("Seller") that certain real estate located in Hamilton County, Indiana, consisting of approximately twelve (12) acres, which real estate is more particularly described and/or depicted on Exhibit A, attached to and made a part of this Contract (the legal description of which real estate will be subject to precise determination by survey as provided in Section 7.1 below), together with all of Seller's right, title and interest in and to any and all (a) buildings, improvements, and fixtures located thereon, attached thereto or used in connection therewith; (b) rights, interests, privileges and easements appurtenant or appertaining thereto; (c) licenses, approvals and permits with respect thereto, if any; (d) Leases, Contracts and Plans which are approved by Purchaser pursuant to Section 7.5, if any; (e) rents, deposits and payments with respect to the development, use or
FIRST INTERNET BANCORPDirector Restricted Stock Award Agreement • May 4th, 2016 • First Internet Bancorp • State commercial banks • Indiana
This Award Agreement (“Award Agreement”), effective as of _________ ___, _____, is by and between First Internet Bancorp, an Indiana corporation (the “Company”), and the Non-Employee Director designated below (“Participant”). Unless otherwise defined herein, the terms defined in the First Internet Bancorp 2013 Equity Incentive Plan (the “Plan”), shall have the same defined meanings in this Award Agreement.
CONTRACT FOR PURCHASE OF PROPERTYPurchase Agreement • March 28th, 2013 • First Internet Bancorp • Savings institutions, not federally chartered • Indiana
FIRST INTERNET BANCORP (“Purchaser”), hereby shall purchase from LHRET ASCENSION SV, LLC (“Seller”) the property commonly known as 11201 USA Parkway, situated in the Town of Fishers, Hamilton County, Indiana that is a medical office building (the “Building”) and further described as the “Improvements” in that Ground Lease, dated May 30, 2003 (the “Ground Lease”), between Seller and St. Vincent Hospital and Health Care Center (“Ground Lessor”), which property is more particularly described and/or depicted on Exhibit A, attached to and made a part of this Contract, together with all of Seller’s right, title and interest in and to any and all: (a) rights, interests, privileges and easements appurtenant or appertaining thereto; (b) licenses, approvals and permits with respect thereto, if any; and (c) warranties or guaranties relating thereto, if any (collectively, the “Property”), for One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) (the “Purchase Price”), subject to an
OFFICE LEASEOffice Lease • March 11th, 2013 • First Internet Bancorp • Savings institutions, not federally chartered • Indiana
THIS OFFICE LEASE is entered into this 6th day of March, 2013, by and between FIRST INTERNET BANCORP, an Indiana corporation (the "Landlord"), and FIRST INTERNET BANK OF INDIANA (the "Tenant").
FIRST INTERNET BANCORPRestricted Stock Unit Award Agreement • May 10th, 2021 • First Internet Bancorp • State commercial banks • Indiana
This Restricted Stock Unit Award Agreement (“Award Agreement”), effective as of , is by and between First Internet Bancorp, an Indiana corporation (the “Company”), and the participant designated below (“Participant”), pursuant to the First Internet Bancorp 2013 Equity Incentive Plan (the “Plan”). Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan.
FIRST INTERNET BANCORPRestricted Stock Award Agreement • August 8th, 2023 • First Internet Bancorp • State commercial banks • Indiana
This Award Agreement (“Award Agreement”), effective as of _____ __, 202_, is by and between First Internet Bancorp, an Indiana corporation (the “Company”), and the non-employee director designated below (“Participant”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the First Internet Bancorp 2022 Equity Incentive Plan (the “Plan”).
FIRST INTERNET BANCORPRestricted Stock Unit Award Agreement • May 9th, 2022 • First Internet Bancorp • State commercial banks • Indiana
This Restricted Stock Unit Award Agreement (“Award Agreement”), effective as of March __, 2022, is by and between First Internet Bancorp, an Indiana corporation (the “Company”), and the participant designated below (“Participant”), pursuant to the First Internet Bancorp 2013 Equity Incentive Plan (the “Plan”). Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan.
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • March 12th, 2020 • First Internet Bancorp • State commercial banks
THIS THIRD AMENDMENT TO OFFICE LEASE (“Third Amendment”) is made and entered into as of this 1st day of May, 2018 (the “Effective Date”), by and between FIRST INTERNET BANCORP, an Indiana corporation (the “Landlord”) and FIRST INTERNET BANK OF INDIANA, an Indiana state chartered bank (the “Tenant”).
FIRST INTERNET BANK OF INDIANA SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • November 30th, 2012 • First Internet Bancorp • Indiana
THIS AGREEMENT made as of the day of , by and between First Internet Bank of Indiana, an Indiana corporation (the “Company”), and the undersigned executive (the “Executive”), Laurinda A. Swank.
Agreement and Plan of Merger by and among First Internet Bancorp, FC Subsidiary, Inc., and First Century Bancorp.Merger Agreement • November 2nd, 2021 • First Internet Bancorp • State commercial banks • Indiana
This Agreement and Plan of Merger (this “Agreement”) is dated to be effective as of the 1st day of November, 2021, by and among First Internet Bancorp, an Indiana corporation (“First Internet”), FC Subsidiary, Inc., a Georgia corporation (“Merger Sub”), and First Century Bancorp., a Georgia corporation (“First Century”).
FIRST INTERNET BANCORP 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Non-Employee Director)Restricted Stock Award Agreement • May 9th, 2022 • First Internet Bancorp • State commercial banks • Indiana
This Award Agreement (“Award Agreement”), effective as of _____ __, 2022, is by and between First Internet Bancorp, an Indiana corporation (the “Company”), and the Non-Employee Director designated below (“Participant”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the First Internet Bancorp 2013 Equity Incentive Plan (the “Plan”).
Voting AgreementVoting Agreement • November 2nd, 2021 • First Internet Bancorp • State commercial banks • Indiana
Each of the undersigned, being all of the directors of First Century Bancorp., a Georgia corporation (“First Century”), and/or First Century Bank, National Association, a national banking association and wholly-owned subsidiary of First Century (“First Century Bank”), having, in the case of the First Century directors, voted for the approval and adoption by First Century of that certain Agreement and Plan of Merger (“Agreement and Plan of Merger”) among First Internet Bancorp (“First Internet”), First Century, and FC Subsidiary, Inc. (a wholly-owned subsidiary of First Internet), whereby First Internet will acquire all of the outstanding capital stock of First Century in exchange for cash consideration (the “Holding Company Merger”), in consideration of the benefits to be derived from the consummation of such merger and in consideration of the mutual agreements made in the Agreement and Plan of Merger and herein, and in order to induce First Internet to execute and deliver the Agreemen
Amended and Restated Employment Agreement of David B. BeckerEmployment Agreement • March 28th, 2013 • First Internet Bancorp • Savings institutions, not federally chartered • Indiana
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") effective on the 1st day of March, 2013 ("Effective Date") with regard to economic terms and otherwise effective upon execution, by and between First Internet Bank of Indiana (the "Bank"), First Internet Bancorp ("FIB") and David B. Becker (the "Executive").
FIRST INTERNET BANCORPRestricted Stock Award Agreement • July 26th, 2013 • First Internet Bancorp • Savings institutions, not federally chartered • Indiana
This Award Agreement (“Award Agreement”), dated as of ___________ __, 20__, is by and between First Internet Bancorp, an Indiana corporation (the “Company”), and _________________ (“Participant”). Unless otherwise defined herein, the terms defined in the First Internet Bancorp 2013 Equity Incentive Plan (the “Plan”), shall have the same defined meanings in this Award Agreement.
CHANGE IN CONTROL TERMINATION BENEFITS AGREEMENTChange in Control Termination Benefits Agreement • March 28th, 2013 • First Internet Bancorp • Savings institutions, not federally chartered • Indiana
This Change in Control Termination Benefits Agreement ("Agreement") is made and entered into as of January 14, 2013, by and between FIRST INTERNET BANCORP, an Indiana corporation (the "Company"), and KAY WHITAKER ("Executive").
1,380,000 Shares FIRST INTERNET BANCORP Common Stock, no par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2013 • First Internet Bancorp • State commercial banks • New York
First Internet Bancorp, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), an aggregate of 1,380,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 207,000 additional shares (the “Optional Shares”) of the common stock, no par value (“Common Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
