AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 20, 2018 BY AND BETWEEN OLD NATIONAL BANCORP AND KLEIN FINANCIAL, INC.Merger Agreement • June 21st, 2018 • Old National Bancorp /In/ • National commercial banks • Indiana
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated to be effective as of June 20, 2018, by and between Old National Bancorp, an Indiana corporation (“Acquirer”), and Klein Financial, Inc., a Minnesota corporation (“KFI”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 21st, 2018 • Old National Bancorp /In/ • National commercial banks
In connection with the proposed acquisition (the “Acquisition”) of Klein Financial, Inc. (“KFI”) by Old National Bancorp (“Acquirer”), and in consideration of KFI and Acquirer entering into the Agreement and Plan of Merger dated on or about June 20, 2018, (the “Merger Agreement;” certain terms used herein and not defined herein are used herein as defined in the Merger Agreement), the receipt and sufficiency of such consideration being hereby acknowledged and accepted, and in order to induce Acquirer to close the Merger, the undersigned, a KFI shareholder and a trustee of the Trusts identified below, each of which will receive Acquirer common stock (the “Acquirer Common Stock”) in exchange for its KFI Common Stock, hereby agrees with Acquirer as follows:
