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,
