0000950123-10-064380 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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INVESTMENT AGREEMENT
Investment 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”).

CANCELLATION DIRECTION AND RELEASE
Cancellation Direction and Release • July 8th, 2010 • Independent Bank Corp /Mi/ • State commercial banks • Michigan

THIS CANCELLATION DIRECTION AND RELEASE, dated as of June 23, 2010 (this “Cancellation Direction”) is entered into by and among INDEPENDENT BANK CORPORATION, a Michigan corporation (“IBC”), IBC CAPITAL FINANCE II, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), a national banking association, not in its individual capacity, but solely as Property Trustee and as Trustee, as applicable.

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