IRWIN COMMERCIAL FINANCE CORPORATION SHAREHOLDER AGREEMENTShareholder Agreement • March 6th, 2006 • Irwin Financial Corp • State commercial banks • Indiana
THIS SHAREHOLDER AGREEMENT (the “Agreement”) is entered into on the 23rd day of December 2005, by and among IRWIN COMMERCIAL FINANCE CORPORATION, an Indiana business corporation (“ICF”), IRWIN UNION BANK AND TRUST COMPANY, an Indiana commercial bank (“IUBT”), and JOE LALEGGIA, (“LaLeggia”), ROBERT MURPHY (“Murphy”), ROBERT MORMINA (“Mormina”), LUIGI SPIZZIRRI (“Spizzirri”), MARK CANNON (“Cannon”) and JOHN RINALDI (“Rinaldi,” and together with LaLeggia, Murphy, Mormina, Spizzirri and Cannon, the “Option Holders”; ICF, IUBT, LaLeggia, Murphy, Mormina, Spizzirri, Cannon and Rinaldi are sometime referred to herein as the “Parties”).
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF IRWIN VENTURES LLCLimited Liability Company Agreement • March 6th, 2006 • Irwin Financial Corp • State commercial banks • Delaware
This First Amendment (the “Amendment”) is made this 18th day of November, 2005, with the intent that it have effect from and after January 1, 2005, to the Limited Liability Company Agreement, dated as of January 1, 2001 (the “Agreement”), of Irwin Ventures LLC (the “Company”), by and among Irwin Financial Corporation, an Indiana corporation, as the Class A Member and Class C Member of the Company (“IFC”), Irwin Ventures Co-Investment Fund LLC, a Delaware limited liability company, as a Class a Member of the Company (the “Executive Co-Investment Fund”), and David Meyercord, Thomas Washburn and William Miller as Class C Members of the Company. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
SHAREHOLDER AGREEMENT TERMINATION AGREEMENTShareholder Agreement Termination Agreement • March 6th, 2006 • Irwin Financial Corp • State commercial banks • Indiana
This Shareholder Agreement Termination Agreement (this “Termination Agreement”) is made as of December 23, 2005 by and between IRWIN COMMERCIAL FINANCE CANADA CORPORATION (the “Company”) and IRWIN INTERNATIONAL CORPORATION (“IIC”, and together with the Company, the “Parties” and each a “Party”).
SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF IRWIN VENTURES CO- INVESTMENT FUND LLCLimited Liability Company Agreement • March 6th, 2006 • Irwin Financial Corp • State commercial banks • Delaware
This Second Amendment (the “Amendment”) is made this 18th day of November, 2005, with the intent that it have effect from and after January 1, 2005, to the Limited Liability Company Agreement, dated as of April 20, 2001 (the “Agreement”), of Irwin Ventures Co-Investment Fund LLC (the “Company”), by and among Irwin Financial Corporation, an Indiana corporation, as the Class A member (“IFC” or the “Class A Member”) and the other parties designated from time to time as Class B Members on Schedule A thereto (each, a “Class B Member,” and collectively, the “Class B Members”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
STOCK PURCHASE AGREEMENT BY AND BETWEEN ONSET HOLDINGS INC. (“Seller”) AND IRWIN INTERNATIONAL CORPORATION (“Buyer”) December 23, 2005 Relating to the Purchase and Sale of the Capital Stock of Irwin Commercial Finance Canada CorporationStock Purchase Agreement • March 6th, 2006 • Irwin Financial Corp • State commercial banks • Indiana
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 23, 2005, is by and between Onset Holdings Inc. (the “Seller”), and Irwin International Corporation (the “Buyer”). The Seller and the Buyer are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.”
IRWIN COMMERCIAL FINANCE CORPORATION 2005 STOCK OPTION AGREEMENTStock Option Agreement • March 6th, 2006 • Irwin Financial Corp • State commercial banks • Indiana
