AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 8, 2024 BY AND AMONG INDEPENDENT BANK CORP., ROCKLAND TRUST COMPANY, ENTERPRISE BANCORP, INC., AND ENTERPRISE BANK AND TRUST COMPANYMerger Agreement • December 9th, 2024 • Enterprise Bancorp Inc /Ma/ • State commercial banks • Massachusetts
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of December 8, 2024, by and among Independent Bank Corp., a Massachusetts corporation (“Buyer”), Rockland Trust Company, a Massachusetts trust company and wholly owned subsidiary of Buyer (“Buyer Bank”), Enterprise Bancorp, Inc., a Massachusetts corporation (“Company”), and Enterprise Bank and Trust Company, a Massachusetts trust company and wholly owned subsidiary of Company (“Company Bank”). Capitalized terms used in this Agreement have the meaning set forth in Article VIII.
FORM OF VOTING AGREEMENTVoting Agreement • December 9th, 2024 • Enterprise Bancorp Inc /Ma/ • State commercial banks • Massachusetts
THIS VOTING AGREEMENT (this “Agreement”) is dated as of December 8, 2024, by and between the undersigned holder (“Shareholder”) of common stock, $0.01 par value per share (“Company Common Stock”), of Enterprise Bancorp, Inc., a Massachusetts corporation (“Company”), and Independent Bank Corp., a Massachusetts corporation (“Buyer”). All capitalized terms used but not defined shall have the meanings assigned to them in the Merger Agreement (as defined below).
AMENDMENT NO. 2 TO RENEWAL RIGHTS AGREEMENTRenewal Rights Agreement • December 9th, 2024 • Enterprise Bancorp Inc /Ma/ • State commercial banks • Massachusetts
This AMENDMENT NO. 2 TO RENEWAL RIGHTS AGREEMENT (this “Amendment No. 2”) is dated as of December 6, 2024 and amends that certain Renewal Rights Agreement, dated as of December 11, 2007 (the “Rights Agreement”), as previously amended by that certain Amendment No. 1 to Renewal Rights Agreement, dated as of January 5, 2018 (the “Amendment No. 1”), by and between Enterprise Bancorp, Inc., a Massachusetts corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Rights Agreement, as previously amended by the Amendment No. 1.
