0001104659-19-037435 Sample Contracts

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • June 25th, 2019 • German American Bancorp, Inc. • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 25, 2019, and is made by and among German American Bancorp, Inc., an Indiana corporation (“Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 25th, 2019 • German American Bancorp, Inc. • State commercial banks • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 25, 2019 and is made by and among German American Bancorp, Inc., 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”).

GERMAN AMERICAN BANCORP, INC. As Issuer, and U.S. Bank National Association As Trustee INDENTURE Dated as of June 25, 2019 4.50% Fixed-to-Floating Rate Subordinated Notes due 2029
Indenture • June 25th, 2019 • German American Bancorp, Inc. • State commercial banks • Indiana

This INDENTURE dated as of June 25, 2019 is between German American Bancorp, Inc., an Indiana corporation (the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

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