1 EXHIBIT 2 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • May 14th, 1999 • Independent Bank Corp /Mi/ • State commercial banks • Michigan
ANDIndenture • February 28th, 2003 • Independent Bank Corp /Mi/ • State commercial banks • Michigan
TRUST AGREEMENTTrust Agreement • February 28th, 2003 • Independent Bank Corp /Mi/ • State commercial banks • Delaware
EXHIBIT 1.1 1,760,000 Preferred Securities IBC Capital Finance II ____% Cumulative Trust Preferred Securities (Liquidation Amount of $25 per Preferred Security) UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2003 • Independent Bank Corp /Mi/ • State commercial banks • Missouri
EXHIBIT 4.6 PREFERRED SECURITIES GUARANTEE AGREEMENTPreferred Securities Guarantee Agreement • February 28th, 2003 • Independent Bank Corp /Mi/ • State commercial banks • Michigan
EXHIBIT 4.4 ------------------------------------------------------------------- ------------- IBC CAPITAL FINANCE II AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • February 28th, 2003 • Independent Bank Corp /Mi/ • State commercial banks • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2010 • Independent Bank Corp /Mi/ • State commercial banks • Michigan
Registration Rights Agreement (the “Agreement”), dated as of July 7, 2010, by and between Independent Bank Corporation, a corporation organized under the laws of Michigan, (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Investor”).
RECITALS:Warrant Purchase Agreement • May 14th, 1999 • Independent Bank Corp /Mi/ • State commercial banks
JUNIOR SUBORDINATED INDENTURE between INDEPENDENT BANK CORPORATION and WILMINGTON TRUST COMPANY, as Trustee Dated as of May 31, 2007Junior Subordinated Indenture • January 27th, 2010 • Independent Bank Corp /Mi/ • State commercial banks • New York
Schedule A Exhibit A Exhibit B Exhibit C Determination of LIBOR Form of Junior Subordinated Note Form of Financial Officer’s Certificate Form of Officers’ Certificate pursuant to Section 10.3
11,500,000 Shares INDEPENDENT BANK CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 28th, 2013 • Independent Bank Corp /Mi/ • State commercial banks • New York
Independent Bank Corporation, a Michigan corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of 11,500,000 shares (the “Firm Shares”) of the common stock, no par value per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 1,725,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
RECITALSManagement Continuity Agreement • March 30th, 1999 • Independent Bank Corp /Mi/ • State commercial banks • Michigan
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 1st, 2013 • Independent Bank Corp /Mi/ • State commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this "Agreement") is dated as of July 26, 2013, by and between the United States Department of the Treasury (the "Seller") and Independent Bank Corporation, a Michigan corporation with its principal place of business in Ionia, Michigan and a registered bank holding company (the "Company").
EXHIBIT 1 600,000 Depositary Shares INDEPENDENT BANK CORPORATION Depositary Shares Each Representing a 1/4 Interest in a Share of ___% Cumulative, Convertible Preferred Stock, Series A (Liquidation Preference of $25 per Depositary Share) UNDERWRITING...Underwriting Agreement • October 21st, 1996 • Independent Bank Corp /Mi/ • State commercial banks • Missouri
FORM OF SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • May 27th, 2020 • Independent Bank Corp /Mi/ • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of May 27, 2020, and is made by and among Independent Bank Corporation, a Michigan corporation (the “Company”), and the purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN INDEPENDENT BANK CORPORATION AND TCSB BANCORP, INC. Dated as of December 4, 2017Merger Agreement • December 5th, 2017 • Independent Bank Corp /Mi/ • State commercial banks • Michigan
This Agreement and Plan of Merger (this “Plan of Merger”) is made as of December 4, 2017, by and between INDEPENDENT BANK CORPORATION, a Michigan corporation (“Purchaser”), and TCSB BANCORP, INC., a Michigan corporation (“Company”).
EXCHANGE AGREEMENT by and between INDEPENDENT BANK CORPORATION and THE UNITED STATES DEPARTMENT OF THE TREASURYExchange Agreement • April 2nd, 2010 • Independent Bank Corp /Mi/ • State commercial banks • New York
EXCHANGE AGREEMENT, dated as of April 2, 2010 (this "Agreement") by and between Independent Bank Corporation, a Michigan corporation (the "Company"), and the United States Department of the Treasury (the "Investor"). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Securities Purchase Agreement.
RECITALSEscrow Agreement • March 15th, 2005 • Independent Bank Corp /Mi/ • State commercial banks • Michigan
AMENDED AND RESTATED TRUST AGREEMENT among INDEPENDENT BANK CORPORATION, as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees...Trust Agreement • January 27th, 2010 • Independent Bank Corp /Mi/ • State commercial banks • Delaware
JUNIOR SUBORDINATED INDENTURE, dated as of May 31, 2007, between INDEPENDENT BANK CORPORATION, a Michigan corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
Senior Executive Officer Name and Address] Dear [Senior Executive Officer Name],Securities Purchase Agreement • December 12th, 2008 • Independent Bank Corp /Mi/ • State commercial banks
Independent Bank Corporation (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Agreement”), with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.
10b5-1 Repurchase PlanRepurchase Plan • June 30th, 2016 • Independent Bank Corp /Mi/ • State commercial banks
This Repurchase Plan, dated June 30, 2016 (the “Repurchase Plan”), is entered into and among Independent Bank Corporation (“Issuer”) and Keefe, Bruyette & Woods, Inc. (“Broker”).
ANDAsset Purchase Agreement • October 21st, 1996 • Independent Bank Corp /Mi/ • State commercial banks • Michigan
INVESTMENT AGREEMENTInvestment Agreement • July 8th, 2010 • Independent Bank Corp /Mi/ • State commercial banks • New York
INVESTMENT AGREEMENT (this “AGREEMENT”), dated as of July 7, 2010 by and between Independent Bank Corporation, a Michigan corporation (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).
BY AND BETWEENDeposit Agreement • October 21st, 1996 • Independent Bank Corp /Mi/ • State commercial banks • New York
VOTING AGREEMENTVoting Agreement • December 5th, 2017 • Independent Bank Corp /Mi/ • State commercial banks
Each of the undersigned directors of TCSB Bancorp, Inc. (“Company”) hereby agrees in his or her individual capacity as a shareholder to vote his or her shares of Company Common Stock that are registered in his or her personal name (and agrees to use his or her reasonable efforts to cause all additional shares of Company Common Stock owned jointly by him or her with any other person or by his or her spouse or over which he or she has voting influence or control to be voted) in favor of approval of the Agreement and Plan of Merger by and between Independent Bank Corporation (“Purchaser”) and Company, dated December 4, 2017 (the “Plan of Merger”). In addition, each of the undersigned directors hereby agrees not to make any transfers of shares of Company Common Stock with the purpose of avoiding his or her agreements set forth in the preceding sentence and agrees to cause any transferee of such shares to abide by the terms of this Voting Agreement. Each of the undersigned is entering into
AGREEMENT AS TO EXPENSES AND LIABILITIESAgreement as to Expenses and Liabilities • May 9th, 2003 • Independent Bank Corp /Mi/ • State commercial banks • Michigan
AGREEMENT AS TO EXPENSES AND LIABILITIES (this “Agreement”) dated as of March 19, 2003, between Independent Bank Corporation, a Michigan corporation (the “Company”), and IBC Capital Finance II, a Delaware statutory trust (the “Trust”).
IBC CAPITAL FINANCE II AMENDED AND RESTATED TRUST AGREEMENT among INDEPENDENT BANK CORPORATION, as Depositor, U.S. BANK NATIONAL ASSOCIATION, as Property Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, as Delaware Trustee, and THE ADMINISTRATIVE...Trust Agreement • May 9th, 2003 • Independent Bank Corp /Mi/ • State commercial banks • Delaware
Purchase And Assumption Agreement by and between Independent Bank a michigan banking corporation (the "Seller") and Chemical Bank a michigan banking corporation (the "Purchaser") May 23, 2012Purchase and Assumption Agreement • May 30th, 2012 • Independent Bank Corp /Mi/ • State commercial banks • Michigan
This Purchase and Assumption Agreement (the "Agreement") dated as of May 23, 2012, is by and between Independent Bank, a Michigan banking corporation (the "Seller"), and Chemical Bank, a Michigan banking corporation (the "Purchaser").
INDEPENDENT BANK CORPORATION LONG-TERM INCENTIVE PLAN TSR PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • March 7th, 2014 • Independent Bank Corp /Mi/ • State commercial banks
This certifies that Independent Bank Corporation (the "Company") has on February 7, 2014 (the "Award Date"), granted to (the "Participant") an award (the "Award") of ______________ Performance Shares (the "Target Performance Shares") pursuant to and under the Independent Bank Corporation Long-Term Incentive Plan (the "Plan") and subject to the terms set forth in this agreement (the "Agreement"). A copy of the Plan has been delivered to the Participant. The Plan is incorporated into this Agreement by reference, and in the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan will govern. Any terms not defined herein will have the meaning set forth in the Plan.
CONSULTING AND TRANSITION AGREEMENTConsulting and Transition Agreement • February 16th, 2011 • Independent Bank Corp /Mi/ • State commercial banks • Michigan
This Consulting and Transition Agreement (this "Agreement") is entered into by and between Independent Bank Corporation, a bank holding company incorporated under the laws of the State of Michigan (the "Company"), Independent Bank, a Michigan banking corporation and wholly-owned subsidiary of the Company (the "Bank"), and Michael M. Magee, Jr. ("Mr. Magee"), the President and Chief Executive Officer ("CEO") of the Company and the Bank.
LONG-TERM INCENTIVE PLAN (EMPLOYEE OPTION)Stock Option Agreement • March 12th, 2007 • Independent Bank Corp /Mi/ • State commercial banks
OPTION AGREEMENT made this day of , , between INDEPENDENT BANK CORPORATION (the “Company”) and , an employee of the Company or one of its subsidiaries (the “Employee”), pursuant to the Independent Bank Corporation Long-Term Incentive Plan, as amended (the “Plan”).
AMENDMENT TO TECHNOLOGY OUTSOURCING RENEWAL AGREEMENTTechnology Outsourcing Renewal Agreement • July 27th, 2010 • Independent Bank Corp /Mi/ • State commercial banks
THIS AMENDMENT, to the Technology Outsourcing Renewal Agreement dated April 1, 2006, (the "Agreement") is made as of this 8th day of July, 2010 (the "Amendment Effective Date"), by and between Independent Bank Corporation located at 230 W. Main Street, Ionia, MI 48846 and Metavante Corporation, located at 601 Riverside Ave., Jacksonville, FL 32204 ("Metavante") and does hereby alter, amend, and modify the Agreement and supersedes and takes precedence over any conflicting provisions contained in the Agreement Effective October 1, 2009, Metavante Corporation became a wholly owned subsidiary of Fidelity National Information Services, Inc. Any reference to "FIS" in any documentation or materials related to the Agreement or this Amendment shall mean a reference to Metavante Corporation.
STOCK OPTION AGREEMENTStock Option Agreement • March 1st, 2010 • Independent Bank Corp /Mi/ • State commercial banks
OPTION AGREEMENT made this day of , , between INDEPENDENT BANK CORPORATION (the "Company") and , an employee of the Company or one of its subsidiaries (the "Employee"), pursuant to the Independent Bank Corporation Long-Term Incentive Plan, as amended (the "Plan").
PREFERRED SECURITIES GUARANTEE AGREEMENT by and between INDEPENDENT BANK CORPORATION and U.S. BANK NATIONAL ASSOCIATION Dated as of March 19, 2003Preferred Securities Guarantee Agreement • May 9th, 2003 • Independent Bank Corp /Mi/ • State commercial banks • Michigan
This PREFERRED SECURITIES GUARANTEE AGREEMENT (this “Preferred Securities Guarantee”), dated as of March 19, 2003, is executed and delivered by INDEPENDENT BANK CORPORATION, a Michigan corporation (the “Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of IBC Capital Finance II, a Delaware statutory trust (the “Trust”).
Independent Bank Corporation Restricted Share Grant AgreementRestricted Share Grant Agreement • March 8th, 2024 • Independent Bank Corp /Mi/ • State commercial banks • Michigan
AGREEMENT made effective as of the 6th day of _______, 20__, by INDEPENDENT BANK CORPORATION, a Michigan corporation (the "Company"), and _________ (the "Employee").
SETTLEMENT AGREEMENTSettlement Agreement • March 16th, 2006 • Independent Bank Corp /Mi/ • State commercial banks
This Settlement Agreement (the “Agreement”) is made as of the last date of execution by the signatories hereunder (the “Effective Date”), and is made by and between Independent Bank Corporation (“IBC”), Mepco Insurance Premium Financing, Inc. (“Mepco”), and Mepco Acceptance Corporation (collectively the “IBC Parties”) on the one hand, and Edward M. Walder, Paul M. Walder, Howard Walder, Edward M. Walder, as Trustee of the Paul M. Walder Trust, Paul M. Walder, as Trustee of the Edward M. Walder Trust (collectively, the “Walder Parties”), and Nationwide Acceptance Corporation, on the other hand. The Edward M. Walder Trust, the Paul M. Walder Trust, and Nationwide Acceptance Corporation are hereinafter referred to as the “Former Mepco Shareholders.” Edward Walder and Paul Walder are hereinafter referred to collectively as the “Walders.” The IBC Parties, the Walder Parties, and Nationwide Acceptance Corporation are hereinafter referred to collectively as the “Parties” and individually as a
