Independent Bank Corp Sample Contracts

ARTICLE II POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE
Guarantee Agreement • February 28th, 2007 • Independent Bank Corp • State commercial banks • New York
Independent Bank Corp.
Underwriting Agreement • March 25th, 2025 • Independent Bank Corp • State commercial banks • New York

Independent Bank Corp., a Massachusetts corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $300,000,000 aggregate principal amount of the Company’s 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “Securities”). The Securities will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined below) (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Date, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Keefe, Bruyette & Woods, Inc. (“KBW”) and Piper Sandler & Co. (“Piper Sandler”) have agreed to act as representatives of the several Underwriters (in such capacity,

AND
Indenture • April 18th, 2002 • Independent Bank Corp • State commercial banks • New York
EXHIBIT 4.5 PREFERRED SECURITIES GUARANTEE AGREEMENT
Preferred Securities Guarantee Agreement • April 18th, 2002 • Independent Bank Corp • State commercial banks • New York
WITNESSETH
Employment Agreement • February 25th, 2004 • Independent Bank Corp • State commercial banks • Massachusetts
1,000,000 [ ]% Cumulative Trust Preferred Securities
Underwriting Agreement • March 27th, 2002 • Independent Bank Corp • State commercial banks • Maryland
INDEPENDENT BANK CORP. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 25, 2025 SUBORDINATED DEBT SECURITIES
Indenture • March 25th, 2025 • Independent Bank Corp • State commercial banks • New York

INDENTURE, dated as of March 25, 2025, between INDEPENDENT BANK CORP., a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts (the “Company”), having its principal office address at 2036 Washington Street, Hanover, Massachusetts 02339, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).

Exhibit 1.1 PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • August 18th, 2000 • Independent Bank Corp • State commercial banks • Massachusetts
INDEPENDENT BANK CORP. and as Trustee INDENTURE Dated as of [_______________ __, _____] SENIOR DEBT SECURITIES
Indenture • August 16th, 2018 • Independent Bank Corp • State commercial banks • New York

INDENTURE, dated as of [___________________ __, ____], between INDEPENDENT BANK CORP., a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts (the “Company”), having its principal office address at 2036 Washington Street, Hanover, Massachusetts 02339, and [____________________________], [a national banking association], as Trustee (the “Trustee”).

EXHIBIT 10.12 ON-SITE OUTSOURCING AGREEMENT
Outsourcing Agreement • March 4th, 2005 • Independent Bank Corp • State commercial banks • Massachusetts
Exhibit 10.18 ALLOCATION AGREEMENT NEW MARKETS TAX CREDIT PROGRAM COMMUNITY DEVELOPMENT FINANCIAL INSTITUTIONS FUND
Allocation Agreement • February 28th, 2007 • Independent Bank Corp • State commercial banks
Contract
Merger Agreement • December 9th, 2024 • Independent Bank Corp • State commercial banks • Massachusetts
INDEPENDENT BANK CORP. and as Trustee INDENTURE Dated as of [ , ] SUBORDINATED DEBT SECURITIES
Indenture • August 8th, 2024 • Independent Bank Corp • State commercial banks • New York
EMPLOYMENT AGREEMENT Parties and Effective Date
Employment Agreement • February 28th, 2024 • Independent Bank Corp • State commercial banks • Massachusetts

This employment agreement (the “Agreement”) is dated and effective as of May 1, 2017 (the “Effective Date”) by and between Rockland Trust Company, a Massachusetts trust company (the "Company") which is the wholly-owned subsidiary of Independent Bank Corp. (the “Holding Company”), and Maria Harris (the “Executive”). Capitalized terms used in this Agreement have the meaning set forth in the Section below entitled “Definitions.”

50,000,000 Aggregate Principal Amount of Fixed-to-Floating Rate Subordinated Notes Due March 15, 2029 ISSUING AND PAYING AGENCY AGREEMENT
Issuing and Paying Agency Agreement • March 18th, 2019 • Independent Bank Corp • State commercial banks • New York

ISSUING AND PAYING AGENCY AGREEMENT, dated as of March 14, 2019 (the “Agreement”), between Independent Bank Corp. (the “Company”), a corporation organized under the laws of the Commonwealth of Massachusetts, as issuer (the “Issuer”), and U.S. Bank National Association, a national banking association, as issuing and paying agent (the “Issuing and Paying Agent”).

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Parties and Effective Date
Employment Agreement • November 21st, 2008 • Independent Bank Corp • State commercial banks • Massachusetts

This employment Agreement (the “Agreement”) is dated and effective as of October 4, 2000 (the “Effective Date”) by and between Rockland Trust Company, a Massachusetts trust company (the “Company”) and Edward F. Jankowski of Plymouth, Massachusetts (the “Executive”) and is amended and restated as of November 20, 2008 to comply with the requirements of Section 409A of the Code. Capitalized terms used in this Agreement have the meaning set forth in the section below entitled “Definitions.”

CREDIT AGREEMENT
Credit Agreement • March 28th, 2019 • Independent Bank Corp • State commercial banks • New York

THIS CREDIT AGREEMENT is entered into and effective as of March 28, 2019, by and between INDEPENDENT BANK CORP., a Massachusetts corporation and a registered bank holding company (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Lender”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • October 12th, 2007 • Independent Bank Corp • State commercial banks • Massachusetts

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of October 11, 2007, by and among Independent Bank Corp., a Massachusetts corporation (“Buyer”), Rockland Trust Company, a Massachusetts-chartered trust company and wholly-owned subsidiary of Buyer (“Buyer Bank”), Slade’s Ferry Bancorp., a Massachusetts corporation (“Company”), and Slade’s Ferry Trust Company, a Massachusetts-chartered trust company and wholly-owned subsidiary of Company. (“Company Bank”).

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 21st, 2008 • Independent Bank Corp • State commercial banks • Massachusetts

AGREEMENT originally dated and effective as of January 9, 2003 by and between Rockland Trust Company, a Massachusetts trust company (the “Company”), Independent Bank Corp., a Massachusetts corporation (“IBC”), and Christopher Oddleifson, of 69 Summer Street, Cohasset, Massachusetts (the “Executive”), and subsequently amended and restated on April 14, 2005 is hereby further amended and restated this 20th day of November, 2008 for the sole purpose of complying with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code).

VOTING AGREEMENT
Voting Agreement • November 6th, 2018 • Independent Bank Corp • State commercial banks • Massachusetts

THIS VOTING AGREEMENT (this “Agreement”) is dated as of September 20, 2018, by and between the undersigned holder (“Stockholder”) of common stock, $0.01 par value per share (“Company Common Stock”), of Blue Hills Bancorp, Inc., a Maryland 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).

Certain portions of this exhibit, marked with {****}, have been omitted based upon a request submitted to the SEC for confidential treatment of certain non- public information contained herein. The non-public information has been filed with the SEC as...
Master Data Processing Services Agreement • July 18th, 2012 • Independent Bank Corp • State commercial banks • Texas

This Master Data Processing Services Agreement, including the attached Terms and Conditions and Order Forms (the “Agreement”) is effective upon countersignature by an officer of Q2 Software, Inc. below (“Effective Date”), and is made by and between Q2 Software, Inc., a Delaware corporation having a place of business at Echelon IV, 9430 Research Blvd., Suite 400, Austin, Texas 78759 (“Q2”) and the party designated below (“Customer”). In consideration of the mutual covenants made and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Q2 and Customer hereby agree to the terms hereof. The parties intend and agree that a photocopy or facsimile of a signed document (including this Agreement) shall be treated as an original, and shall be deemed to be as binding, valid, genuine, and authentic as an original document for all purposes.

RECITALS:
Capital Securities Purchase Agreement • February 28th, 2007 • Independent Bank Corp • State commercial banks • New York
Other Officer - Time Vesting Award Agreement - Form - Revised 2-9-2026 INDEPENDENT BANK CORP. TIME-VESTING RESTRICTED STOCK AWARD AGREEMENT FOR ROCKLAND TRUST COMPANY OFFICER Notification and Acceptance of Award of Restricted Stock
Time-Vesting Restricted Stock Award Agreement • February 27th, 2026 • Independent Bank Corp • State commercial banks • Massachusetts

The Independent Bank Corp. 2023 Omnibus Incentive Plan (the "Plan") permits the granting of Awards of Restricted Stock to employees of Independent Bank Corp. (the "Company") and its Subsidiaries and Affiliates who are expected to contribute to the Company's future growth.

INDEPENDENT BANK CORP. STOCK OPTION Dated xxxxxxxx
Stock Option Agreement • December 15th, 2004 • Independent Bank Corp • State commercial banks • Massachusetts

OPTION AGREEMENT made as of this xxth day of xxxxxx, 200x between Independent Bank Corp., a Massachusetts corporation (hereinafter called the “Corporation”), and xxxxxxxxx, an employee of the Corporation or one or more of its subsidiaries (hereinafter called the “Employee”).

INDEPENDENT BANK CORP. STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTOR Notification and Acceptance of Stock Option
Stock Option Agreement • May 24th, 2010 • Independent Bank Corp • State commercial banks • Massachusetts

This Option is subject to the terms and conditions of the Stock Option Agreement set forth below (the “Agreement”). By signing, you both accept this Option and acknowledge that you have read, understand, and accept the terms and conditions of the Agreement set forth below.

INDEPENDENT BANK CORP. RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTOR Notification and Acceptance of Restricted Stock Award
Restricted Stock Agreement • May 24th, 2010 • Independent Bank Corp • State commercial banks • Massachusetts

This Restricted Stock Award is subject to the terms and conditions of the Restricted Stock Agreement set forth below (the “Agreement”). By signing, you both accept this Restricted Stock Award and acknowledge that you have read, understand, and accept the terms and conditions of the Agreement set forth below.

AGREEMENT AND PLAN OF MERGER dated as of January 8, 2004 between INDEPENDENT BANK CORP. INDB SUB, INC. and FALMOUTH BANCORP, INC.
Merger Agreement • January 9th, 2004 • Independent Bank Corp • State commercial banks • Massachusetts

AGREEMENT AND PLAN OF MERGER, dated as of January 8, 2004 (this “Agreement”), by and among Independent Bank Corp. (“Parent”), INDB Sub, Inc. (“Merger Sub”) and Falmouth Bancorp, Inc. (the “Company”).

ITEM PROCESSING AND OTHER SERVICES AGREEMENT Parties and Effective Date
Item Processing and Other Services Agreement • August 5th, 2010 • Independent Bank Corp • State commercial banks • Washington

This Item Processing, and Other Services Agreement (together with the General Terms and Conditions attached hereto, the “Agreement”) is dated and effective as of July 1, 2010 (hereinafter the “Effective Date”), by and between FIDELITY INFORMATION SERVICES, INC., an Arkansas corporation, with offices located at 601 Riverside Ave, Jacksonville, FL 32204 (hereinafter “FIS”) and INDEPENDENT BANK CORP., with offices located at 288 Union Street, Rockland, Massachusetts 02370 (hereinafter “Client”), and applies to the Services provided herein and is primarily for the purposes of processing the items of, and the other services described below to, the Client’s wholly-owned bank subsidiary Rockland Trust Company (“Rockland Trust”). In the event of a conflict or inconsistency between this portion of the Agreement and the General Terms, the provisions of this portion of the Agreement shall control.

Contract
Voting Agreement • December 9th, 2024 • Independent Bank Corp • State commercial banks • Massachusetts
CERTAIN PORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE COMMISSION. THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE COMMISSION AS PART OF A REQUEST FOR CONFIDENTIAL TREATMENT. (SEC...
Services Agreement • October 28th, 2011 • Independent Bank Corp • State commercial banks • Pennsylvania

This Amendment and Restated Services Agreement (this “Agreement”), dated as of October 24, 2011 (the “Effective Date”), is made by and between Rockland Trust Company, having its principal place of business at 8 Richards Road, Plymouth, Massachusetts 02360 (“Customer”), and SEI Private Trust Company, having its principal place of business at One Freedom Valley Drive, Oaks, Pennsylvania 19456 (“SEI Trust”).

RENEWAL RIGHTS AGREEMENT DATED AS OF SEPTEMBER 14, 2000
Renewal Rights Agreement • October 23rd, 2000 • Independent Bank Corp • State commercial banks • Massachusetts