Exhibit 10.1


 


SUBORDINATED NOTE PURCHASE AGREEMENT


 


This SUBORDINATED NOTE
PURCHASE AGREEMENT (this “Agreement”) is dated as of                     , and is made by and among First Internet
Bancorp, an Indiana corporation (the “Company”), and the purchaser of the Subordinated Notes (as defined herein)
identified on the signature pages hereto (the “Purchaser”).


 


RECITALS


 


WHEREAS,
the Company has requested that the Purchaser purchase from the Company one or more Subordinated Notes in the principal amount
of
$                      
(the “Subordinated Note Amount”), which amount is intended to qualify as Tier 2 Capital (as defined
herein).


 


WHEREAS, the
Company has engaged Piper Sandler & Co., as its exclusive placement agent (“Placement Agent”) for the offering
of the Subordinated Notes.


 


WHEREAS, the
Company proposes to issue the Subordinated Notes pursuant to the Indenture (as defined herein).


 


WHEREAS, the
Purchaser is an institutional “accredited investor” as such term is defined in Rule 501 of Regulation D (“Regulation
D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or a QIB (as defined
below).


 


WHEREAS, the
offer and sale of the Subordinated Notes by the Company is being made in reliance upon the exemptions from registration available
under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated under the Securities Act.


 


WHEREAS, the
Purchaser is willing to purchase the Subordinated Notes from the Company in accordance with the terms, subject to the conditions
and in reliance on, the recitals, representations, warranties, covenants and agreements set forth herein and in the Indenture and
the Subordinated Notes.


 


NOW, THEREFORE,
in consideration of the mutual covenants, conditions and agreements herein contained and other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties, intending to be legally bound, hereto hereby agree as follows:


 


AGREEMENT


 


1.           DEFINITIONS.


 


1.1             Defined
Terms. The following capitalized terms used in this Agreement have the meanings defined or referenced below. Certain other
capitalized terms used only in specific sections of this Agreement may be defined in such sections.


 


“Affiliate(s)”
means, with respect to any Person, such Person’s immediate family members, partners, members or parent and subsidiary corporations,
and any other Person directly or indirectly controlling, controlled by, or under common control with said Person and their respective
Affiliates.


 


“Agreement” has the meaning
set forth in the preamble hereto.


 


“Bank”
means First Internet Bank of Indiana, an Indiana state-chartered bank and wholly owned subsidiary of the Company.


 






    	 	 



     


    







 


“Base Indenture”
means the Subordinated Indenture dated as of September 30, 2016, between the Company and the Trustee.


 


“BHCA”
means the Bank Holding Company Act of 1956, as amended.


 


“Business
Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in the State of Indiana
are permitted or required by any applicable law or executive order to close.


 


“Bylaws”
means the Amended and Restated Bylaws of the Company, including all amendments thereto, as in effect on the Closing Date.


 


“Charter”
means the Amended and Restated Articles of Incorporation of the Company, including all amendments thereto, as in effect on the
Closing Date.


 


“Closing”
has the meaning set forth in Section 2.5.


 


“Closing Date”
means                      .


 


“Company”
has the meaning set forth in the preamble hereto and shall include any successors to the Company.


 


“Company Covered
Person” has the meaning set forth in Section 4.2.4.


 


“Company’s
Reports” means (i) audited financial statements of the Company for the year ended December 31, 2019; (ii) the unaudited
financial statements of the Company for the period ended June 30, 2020 and (iii) the Company’s reports for the year
ended December 31, 2019 and the period ended June 30, 2020 as filed with the FRB as required by regulations of the FRB.


 


“Disbursements”
has the meaning set forth in Section 3.1.


 


“Disqualification
Event” has the meaning set forth in Section 4.2.4.


 


“Equity Interest”
means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests in a Person which is not a corporation, and any and all warrants, options or other rights
to purchase any of the foregoing.


 


“Event of
Default” has the meaning set forth in the Indenture.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“FDIC”
means the Federal Deposit Insurance Corporation.


 


“FRB”
means the Board of Governors of the Federal Reserve System.


 


“GAAP”
means generally accepted accounting principles in effect from time to time in the United States of America.


 


“Governmental
Agency(ies)” means, individually or collectively, any federal, state, county or local governmental department, commission,
board, regulatory authority or agency (including, without limitation, each applicable Regulatory Agency) with jurisdiction over
the Company or a Subsidiary of the Company.


 






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“Governmental
Licenses” has the meaning set forth in Section 4.3.


 


“Hazardous
Materials” means flammable explosives, asbestos, urea formaldehyde insulation, polychlorinated biphenyls, radioactive
materials, hazardous wastes, toxic or contaminated substances or similar materials, including, without limitation, any substances
which are “hazardous substances,” “hazardous wastes,” “hazardous materials” or “toxic
substances” under the Hazardous Materials Laws and/or other applicable environmental laws, ordinances or regulations.


 


“Hazardous
Materials Laws” mean any laws, regulations, permits, licenses or requirements pertaining to the protection, preservation,
conservation or regulation of the environment which relates to real property, including: the Clean Air Act, as amended, 42 U.S.C.
Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation
and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986), 42 U.S.C. Section 9601
et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act,
as amended, 29 U.S.C. Section 651, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.;
the Mine Safety and Health Act of 1977, as amended, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section
300f et seq.; and all comparable state and local laws, laws of other jurisdictions or orders and regulations.


 


“Indebtedness”
means: (i) all items arising from the borrowing of money that, according to GAAP as in effect from time to time, would be included
in determining total liabilities as shown on the consolidated balance sheet of the Company; and (ii) all obligations secured by
any lien in property owned by the Company or any Subsidiary whether or not such obligations shall have been assumed; provided,
however, Indebtedness shall not include deposits or other indebtedness created, incurred or maintained in the ordinary course
of the Company’s or the Bank’s business (including, without limitation, federal funds purchased, advances from any
Federal Home Loan Bank, secured deposits of municipalities, letters of credit issued by the Company or the Bank and repurchase
arrangements) and consistent with customary banking practices and applicable laws and regulations.


 


“Indenture”
means the Base Indenture, as supplemented by the First Supplemental Indenture, dated as of September 30, 2016, between the Company
and the Trustee, the Second Supplemental Indenture, dated as of June 12, 2019, between the Company and the Trustee, and the Third
Supplemental Indenture, and as further supplemented from time to time.


 


“Leases”
means all leases, licenses or other documents providing for the use or occupancy of any portion of any Property, including all
amendments, extensions, renewals, supplements, modifications, sublets and assignments thereof and all separate letters or separate
agreements relating thereto.


 


“Material
Adverse Effect” means, with respect to any Person, any change or effect that (i) is or would be reasonably likely
to be material and adverse to the financial condition, results of operations or business of such Person, or (ii) would
materially impair the ability of such Person to perform its respective obligations under any of the Transaction Documents, or
otherwise materially impede the consummation of the transactions contemplated hereby; provided, however, that
 “Material Adverse Effect” shall not be deemed to include the impact of (1) changes in banking and similar laws,
rules or regulations of general applicability or interpretations thereof by Governmental Agencies, (2) changes in GAAP or
regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes
after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their
market prices generally and not specifically related to the Company, the Bank or the Purchaser, (4) direct effects of
compliance with this Agreement on the operating performance of the Company, the Bank or the Purchaser, including expenses
incurred by the Company, the Bank or the Purchaser in consummating the transactions contemplated by this Agreement, and (5)
the effects of any action or omission taken by the Company with the prior written consent of the Purchaser, and vice versa,
or as otherwise contemplated by this Agreement, the Indenture and the Subordinated Notes.


 






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“Maturity
Date” means November 1, 2030.


 


“Person”
means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an
association, a trust, an unincorporated organization, a government or any department or agency thereof (including a Governmental
Agency) or any other entity or organization.


 


“Placement
Agent” has the meaning set forth in the Recitals.


 


“Property”
means any real property owned or leased by the Company or any Affiliate or Subsidiary of the Company.


 


“Purchaser”
or “Purchaser” has the meaning set forth in the preamble hereto.


 


“QIB”
has the meaning set forth in Section 5.8.


 


“Regulation
D” has the meaning set forth in the Recitals.


 


“Regulatory
Agency” means any federal or state agency charged with the supervision or regulation of depository institutions or holding
companies of depository institutions, or engaged in the insurance of depository institution deposits, or any court, administrative
agency or commission or other authority, body or agency having supervisory or regulatory authority with respect to the Company,
the Bank or any of their Subsidiaries.


 


“Secondary
Market Transaction” has the meaning set forth in Section 5.5.


 


“Securities
Act” has the meaning set forth in the Recitals.


 


“Subordinated
Note” means a Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as
Exhibit A to the Third Supplemental Indenture, as amended, restated, supplemented or modified from time to time, and each Subordinated
Note delivered in substitution or exchange for such Subordinated Note.


 


“Subordinated
Note Amount” has the meaning set forth in the Recitals.


 


“Subsidiary”
means with respect to any Person, any corporation or entity (other than a trust) in which a majority of the outstanding Equity
Interest is directly or indirectly owned by such Person.


 


“Third Supplemental
Indenture” means that certain Third Supplemental Indenture, of even date herewith, between the Company and the Trustee.


 


“Tier 2 Capital”
has the meaning given to the term “Tier 2 capital” in 12 C.F.R. Part 217, as amended, modified and supplemented and
in effect from time to time or any replacement thereof.


 


“Transaction
Documents” has the meaning set forth in Section 3.2.1.1.


 


“Trustee”
has the meaning ascribed to such term in the Indenture.


 






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1.2         Interpretations.
The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words “hereof”,
 “herein” and “hereunder” and words of like import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement. The word “including” when used in this Agreement
without the phrase “without limitation,” shall mean “including, without limitation.” All references to
time of day herein are references to Eastern Time unless otherwise specifically provided. All references to this Agreement, the
Indenture and Subordinated Notes shall be deemed to be to such documents as amended, modified or restated from time to time. With
respect to any reference in this Agreement to any defined term, (i) if such defined term refers to a Person, then it shall also
mean all heirs, legal representatives and permitted successors and assigns of such Person, and (ii) if such defined term refers
to a document, instrument or agreement, then it shall also include any amendment, replacement, extension or other modification
thereof.


 


1.3         Exhibits Incorporated. All Exhibits attached hereto are hereby incorporated into this Agreement.


 


2.           SUBORDINATED DEBT.


 


2.1         Certain Terms. Subject to the terms and conditions herein contained, the Company proposes to issue
and sell to the Purchaser Subordinated Notes in an aggregate principal amount equal to the aggregate of the Subordinated Note Amount.
The Purchaser agrees to purchase the Subordinated Notes from the Company on the Closing Date in accordance with the terms of, and
subject to the conditions and provisions set forth in, this Agreement, the Indenture and the Subordinated Notes. The Subordinated
Note Amount shall be disbursed in accordance with Section 3.1.


 


2.2         The Closing. The closing of the sale and purchase of the Subordinated Notes (the “Closing”)
shall occur at the offices of the Company at 10:00 a.m. (local time) on the Closing Date, or at such other place or time or on
such other date as the parties hereto may agree.


 


2.3         No Right of Offset. The Purchaser hereby expressly waives any right of offset it may have against
the Company or any of its Subsidiaries.


 


2.4         Use of Proceeds. The Company intends to use the net proceeds from the sale of Subordinated Notes
for general corporate purposes.


 


3.           DISBURSEMENT.


 


3.1         Disbursement. On the Closing Date, assuming all of the terms and conditions set forth in Section
3.2 have been satisfied by the Company has executed and delivered to the Purchaser this Agreement and the Subordinated Notes
and any other related documents in form and substance reasonably satisfactory to the Purchaser, the Purchaser shall disburse in
immediately available funds the Subordinated Note Amount to the Company in exchange for a Subordinated Note with a principal amount
equal to the Subordinated Note Amount (the “Disbursement”). The Company will deliver to the Purchaser one or
more originally executed Subordinated Notes in definitive form (or provide evidence of the same with the original to be delivered
by the Company by overnight delivery on the next calendar day in accordance with the delivery instructions of the Purchaser), registered
in the name of the Purchaser.


 


3.2         Conditions Precedent to Disbursement.


 


3.2.1          Conditions
to the Purchaser’s Obligation. The obligation of the Purchaser to consummate the purchase of the Subordinated
Notes and to effect the Disbursement is subject to delivery by or at the direction of the Company to the Purchaser of each of
the following (or written waiver by the Purchaser prior to the Closing of such delivery):


 






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3.2.1.1      Transaction Documents. This Agreement, the Third Supplemental Indenture and the Subordinated Notes
(collectively, the “Transaction Documents”), each duly authorized and executed by the Company and, in the case
of the Third Supplemental Indenture and the Subordinated Notes, duly executed or authenticated by the Trustee.


 


3.2.1.2      Authority Documents.


 


(a)                 A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company;


 


(b)                 A certificate of existence of the Company issued by the Secretary of State of the State of Indiana;


 


(c)                 A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company;


 


(d)                 A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors
of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and performance
of the Transaction Documents; and


 


(e)                 An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer
or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement.


 


(f)                  The opinion of Faegre Drinker Biddle & Reath LLP, counsel to the Company, dated as of the Closing Date, substantially
in the form set forth at Exhibit B attached hereto addressed to the Purchaser.


 


3.2.1.3      Other Documents. Such other certificates, affidavits, schedules, resolutions, notes and/or other
documents which are provided for hereunder or as the Purchaser may reasonably request.


 


3.2.2         Conditions to the Company’s Obligation.


 


3.2.2.1      With respect to the Purchaser, the obligation of the Company to consummate the sale of the Subordinated Notes
and to effect the Closing is subject to delivery by or at the direction of such Purchaser to the Company of this Agreement, duly
authorized and executed by such Purchaser and the Company’s receipt of the Subordinated Note Amount set forth on such Purchaser’s
signature page.


 


4.           REPRESENTATIONS AND WARRANTIES OF COMPANY.


 


The Company hereby
represents and warrants to each Purchaser as follows:


 


4.1         Organization and Authority.


 


4.1.1         Organization
Matters of the Company and Its Subsidiaries.


 





4.1.1.1      The
Company is a duly corporation incorporated and validly existing under the laws of the State of Indiana and the Company is qualified
to do business as a foreign corporation in each jurisdiction in which qualification is required, except where failure to so qualify
would not have a Material Adverse Effect. The Company has the requisite right, corporate power and authority to enter into this
Agreement and perform its obligations under the Transaction Documents. The Company is a registered bank holding company under
the applicable provisions of the BHCA.


 






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4.1.1.2      The Bank, First Internet Public Finance Corp., JKH Realty Services, LLC, and SPF15, Inc. are the only direct
or indirect Subsidiaries of the Company. Each Subsidiary is duly organized, validly existing and in good standing (to the extent
such concepts are applicable) under the laws of its jurisdiction of incorporation and is qualified to do business as a foreign
corporation in and is in good standing under the laws of each jurisdiction in which qualification is required, except where failure
to so qualify, or be in good standing, would not have a Material Adverse Effect. All the issued and outstanding shares or interests
of each such Subsidiary’s capital stock or other equity and interests have been duly authorized and validly issued, are fully
paid and nonassessable, and are owned directly by the Company or one of its Subsidiaries free and clear of any liens, claims or
encumbrances.


 


4.1.1.3      The Bank is an Indiana state-chartered bank. The deposit accounts of the Bank are insured up to the maximum amount
provided by the FDIC and no proceedings for the modification, termination or revocation of any such insurance are pending or, to
the knowledge of the Company, threatened.


 


4.1.2          Capital Stock and Related Matters. All of the issued and outstanding shares of capital stock of
the Company have been duly and validly authorized and issued, are fully paid and nonassessable, have been issued in compliance
with all federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other similar
rights, except for such rights as may have been fully satisfied or waived. Except as disclosed in the Company Reports and pursuant
to the Company’s equity incentive plans and arrangements duly adopted by the Company’s board of directors, the Company
does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any
securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any
such options, rights, convertible securities or obligations. With respect to each of the Subsidiaries, all the issued and outstanding
shares or interests of such Subsidiary’s capital stock or other equity and interests have been duly authorized and validly
issued, are fully paid and nonassessable, and are owned directly by the Company or one of its Subsidiaries free and clear of any
liens, claims or encumbrances.


 


4.2         No Impediment to Transactions.


 


4.2.1          Transaction
is Legal and Authorized. The Company has the requisite right, corporate power and authority to enter into this Agreement
and perform its obligations contemplated hereby.


 


4.2.2          Agreement. This Agreement has been duly authorized, executed and delivered by the Company and the
Bank. This Agreement constitutes a valid and legally binding agreement of the Company and the Bank enforceable against them in
accordance with its terms, except that the enforcement thereof may be limited by bankruptcy, insolvency, voidable transaction,
reorganization, moratorium, fraudulent transfer, fraudulent conveyance, receivership, assignment for the benefit of creditors and
similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity (regardless
of whether considered in a proceeding in equity or at law), and will be entitled to the benefits provided by the Indenture.


 






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4.2.3         Subordinated Notes. The Subordinated Notes have been duly authorized by the Company for issuance
and, when authenticated and delivered by the Trustee and issued by the Company in the manner provided in the Indenture against
payment of the consideration therefor in accordance with this Agreement, will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except that the enforcement thereof may be limited by
bankruptcy, insolvency, voidable transaction, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, receivership,
assignment for the benefit of creditors and similar laws relating to or affecting enforcement of the rights and remedies of creditors
or by general principles of equity (regardless of whether considered in a proceeding in equity or at law), and will be entitled
to the benefits provided by the Indenture. The Subordinated Notes will be in the form contemplated
by, and will be entitled to the benefits of, the Indenture.


 


4.2.4         Indenture. The Indenture has been duly authorized by the Company. Assuming the due authorization,
execution and delivery of the Indenture by the Trustee, the Indenture constitutes a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency,
voidable transaction, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, receivership, assignment for the
benefit of creditors and similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general
principles of equity (regardless of whether considered in a proceeding in equity or at law).


 


4.2.5         Exemption from Registration. Neither the Company, nor any of its Subsidiaries or Affiliates, nor
any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning
of Regulation D) in connection with the offer or sale of the Subordinated Notes. Assuming the accuracy of the representations and
warranties of the Purchaser set forth in this Agreement, the Subordinated Notes will be issued in a transaction exempt from the
registration requirements of the Securities Act. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii)
of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge,
any Person described in Rule 506(d)(1) (each, a “Company Covered Person”). The Company has exercised reasonable
care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent
applicable, with its disclosure obligations under Rule 506(e).


 


4.2.6         No
Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents nor compliance with their
respective terms and conditions will (whether with or without the giving of notice or lapse of time or both) (i) violate,
conflict with or result in a breach of, or constitute a default under: (1) the Charter or Bylaws of the Company; (2) any of
the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement,
indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other agreement or instrument to which the
Company or the Bank, as applicable, is now a party or by which it or any of its properties may be bound or affected; (3) any
judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable
to the Company or the Bank; or (4) any statute, rule or regulation applicable to the Company, except, in the case of items
(2), (3) or (4), for such violations and conflicts that would not reasonably be expected to have, singularly or in the
aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole and adversely affect the
Company’s ability to consummate the transactions contemplated by this Agreement, or (ii) result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of the Company that would
reasonably be expected to have a Material Adverse Effect. Neither the Company nor the Bank is in default in the performance,
observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any indenture or
other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is
issued, or any other agreement or instrument to which the Company or the Bank, as applicable, is a party or by which the
Company or the Bank, as applicable, or any of its properties may be bound or affected, except, in each case, only such
defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on the
Company.


 






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4.2.7         Governmental
Consent. All governmental orders, permissions, consents, approvals or authorizations that are required for the execution
and delivery of the Transaction Documents, including the issuance, sale and delivery of the Subordinated Notes have been obtained,
except for applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky”
laws of the various states and any applicable federal or state banking laws and regulations.


 


4.3         Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses,
approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate
Governmental Agencies necessary to conduct the business now operated by them except where the failure to possess such Governmental
Licenses would not, singularly or in the aggregate, have a Material Adverse Effect on the Company or such applicable Subsidiary;
the Company and each Subsidiary of the Company is in compliance with the terms and conditions of all such Governmental Licenses,
except where the failure so to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company
or such applicable Subsidiary of the Company; all of the Governmental Licenses are valid and in full force and effect, except where
the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would
not have a Material Adverse Effect on the Company or such applicable Subsidiary of the Company; and neither the Company nor any
Subsidiary of the Company has received any notice of proceedings relating to the revocation or modification of any such Governmental
Licenses.


 


4.4         Financial Condition.


 


4.4.1         Company Financial Statements. The financial statements of the Company included in the Company’s
Reports (including the related notes, where applicable), which have been made available to the Purchaser (i) have been prepared
from, and are in accordance with, the books and records of the Company; (ii) fairly present in all material respects the results
of operations, cash flows, changes in stockholders’ equity and financial position of the Company and its consolidated Subsidiaries,
for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements
to recurring year-end audit adjustments normal in nature and amount), as applicable; (iii) complied as to form, as of their respective
dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto;
and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, (x)
as indicated in such statements or in the notes thereto, (y) for any statement therein or omission therefrom that was corrected,
amended, or supplemented or otherwise disclosed or updated in a subsequent Company’s Report, and (z) to the extent that any
unaudited interim financial statements do not contain the footnotes required by GAAP, and were or are subject to normal and recurring
year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The
books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any
other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether
absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or
reserved against on the consolidated balance sheet of the Company contained in the Company’s Reports for the Company’s
most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of
business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.


 






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4.4.2        Absence
of Default. Since the end of the Company’s last fiscal year ended December 31, 2019, no event has occurred that
either of itself or with the lapse of time or the giving of notice or both, would give any creditor of the Company the right to
accelerate the maturity of any material Indebtedness of the Company. The Company is not in default under any other Lease, agreement
or instrument, or any law, rule, regulation, order, writ, injunction, decree, determination or award, except where non-compliance
could not reasonably be expected to result in a Material Adverse Effect on the Company and the Bank, taken as a whole.


 


4.4.3        Solvency. After giving effect to the consummation of the transactions contemplated by this Agreement,
the Company has capital sufficient to carry on its business and transactions and is solvent and able to pay its debts as they mature.
No transfer of property is being made and no Indebtedness is being incurred in connection with the transactions contemplated by
this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company or any Subsidiary
of the Company.


 


4.4.4        Ownership of Property. The Company and each Subsidiary has valid title to all the properties and
assets described as owned by it in the consolidated financial statements included in the Company’s Reports, free and clear
of all liens, mortgages, pledges or other encumbrances except (i) those, if any, reflected in such consolidated financial statements,
(ii) those, if any, described in the Company’s Reports, (iii) those that do not materially affect the value or use of such
property or assets, or (iv) those that would not have a Material Adverse Effect. Any real property and buildings held under lease
or sublease by the Company and each of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such
exceptions as are not material and do not interfere with the use of such real property or building.


 


4.5         No Material Adverse Change. Since the end of the Company’s last fiscal year ended December
31, 2019, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect
on the Company or any of its Subsidiaries.


 


4.6         Legal Matters.


 


4.6.1        Regulatory Enforcement Actions. The Company, the Bank and its other Subsidiaries, if any, are in
compliance in all material respects with all laws administered by and regulations of any Governmental Agency applicable to it or
to them, the failure to comply with which would have a Material Adverse Effect. None of the Company, the Bank, the Company’s
or the Bank’s Subsidiaries nor any of their officers or directors is now operating under any restrictions, agreements, memoranda,
commitment letter, supervisory letter or similar regulatory correspondence, or other commitments (other than restrictions of general
application) imposed by any Governmental Agency, nor are, to the Company’s knowledge, (a) any such restrictions threatened,
(b) any agreements, memoranda or commitments being sought by any Governmental Agency , or (c) any legal or regulatory violations
previously identified by, or penalties or other remedial action previously imposed by, any Governmental Agency remains unresolved.


 


4.6.2        Pending Litigation. Except as disclosed in the Company’s Reports, there are no actions, suits,
proceedings or written agreements pending, or, to the Company’s knowledge, threatened or proposed, against the Company or
any of its Subsidiaries at law or in equity or before or by any federal, state, municipal, or other governmental department, commission,
board, or other administrative agency, domestic or foreign, that, either separately or in the aggregate, would reasonably be expected
to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or affect issuance or payment of the Subordinated
Notes; and neither the Company nor any of its Subsidiaries is a party to or named as subject to the provisions of any order, writ,
injunction, or decree of, or any written agreement with, any court, commission, board or agency, domestic or foreign, that either
separately or in the aggregate, will have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.


 






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4.6.3        Environmental.
No Property is or, to the Company’s knowledge, has been a site for the use, generation, manufacture, storage, treatment,
release, threatened release, discharge, disposal, transportation or presence of any Hazardous Materials and neither the Company
nor any of its Subsidiaries has engaged in such activities. There are no claims or actions pending or, to the Company’s
knowledge, threatened against the Company or any of its Subsidiaries by any Governmental Agency or by any other Person relating
to any Hazardous Materials or pursuant to any Hazardous Materials Law.


 


4.6.4        Brokerage Commissions. Except for commissions paid or payable to the Placement Agent, neither the
Company nor any Affiliate of the Company is obligated to pay any brokerage commission or finder’s fee to any Person in connection
with the transactions contemplated by this Agreement.


 


4.6.5        Investment Company Act. The Company is not an “investment company” as such term is
defined in the Investment Company Act of 1940, as amended.


 


4.7         No Misstatement. No information, exhibit, report, schedule or document, when viewed together as
a whole, furnished by the Company to the Purchaser in connection with the negotiation, execution or performance of this Agreement,
as of the date of this Agreement, contains any untrue statement of a material fact, or omits to state a material fact necessary
to make the statements contained therein not misleading in light of the circumstances when made or furnished to the Purchaser,
except for any statement therein or omission therefore which was corrected, amended or supplemented or otherwise disclosed or updated
in a subsequent exhibit, report, schedule or document prior to the date of this Agreement.


 


(i)             Internal Accounting Controls. The Company maintains a system of internal control over financial reporting
that have been designed by, or under the supervision of, its principal executive and financial officers and effected by the Company’s
board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with GAAP and include policies and procedures,
including internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance
with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted
only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets
is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company
has established and maintains disclosure controls and procedures that are designed to ensure that material information required
to be disclosed by the Company in reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported
within the time periods specified the Commission’s rules and forms, including controls and procedures designed to ensure
that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions
regarding required disclosure. Based upon the evaluations of the Company’s disclosure controls and procedures as required
pursuant to the 1934 Act, the Company has not become aware of any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company’s internal control over financial reporting. The Company is in compliance
in all material respects with all applicable provisions of the Sarbanes Oxley Act of 2002, as amended and the rules and regulations
promulgated thereunder.


 


4.8         Tax Matters. The Company and each Subsidiary has (i) filed all material foreign, U.S. federal,
state and franchise tax returns, information returns and similar reports that are required to be filed and has (ii) paid all material
taxes required to be paid by it and any other material assessment, fine or penalty levied against it other than taxes (x) currently
payable without penalty or interest, or (y) being contested in good faith by appropriate proceedings.


 






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4.9         Representations
and Warranties Generally. The representations and warranties of the Company set forth in this Agreement or in any other
document delivered to the Purchaser by or on behalf of the Company pursuant to or in connection with this Agreement are true and
correct as of the date hereof and as otherwise specifically provided herein or therein.


 


5.           SECONDARY MARKET TRANSACTION.


 


5.1         The Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or
any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities
secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “Secondary
Market Transaction”). In connection with any such Secondary Market Transaction, the Company shall, at the Company’s
expense, cooperate with the Purchaser and otherwise reasonably assist the Purchaser in satisfying the market standards to which
Purchaser customarily adheres or which may be reasonably required in the marketplace or by applicable rating agencies in connection
with any such Secondary Market Transaction. Subject to any written confidentiality obligation, all information regarding the Company
may be furnished, without liability except in the case of gross negligence or willful misconduct, to any the Purchaser and to any
Person reasonably deemed necessary by Purchaser in connection with participation in such Secondary Market Transaction. All documents,
financial statements, appraisals and other data relevant to the Company or the Subordinated Notes may be retained by any such Person,
subject to the terms of any applicable confidentiality agreements.


 


6.           REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER.


 


Purchaser hereby represents
and warrants to the Company, and covenants with the Company as follows:


 


6.1         Legal Power and Authority. It has all necessary power and authority to execute, deliver and perform
its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly
existing and in good standing under the laws its jurisdiction of organization.


 


6.2         Authorization and Execution. The execution, delivery and performance of this Agreement has been
duly authorized by all necessary action on the part of such Purchaser, and, assuming due authorization, execution and delivery
by the other parties hereto, this Agreement is a legal, valid and binding obligation of such Purchaser, enforceable against such
Purchaser in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.


 


6.3         No Conflicts. Neither the execution, delivery or performance of the Transaction Documents nor the
consummation of any of the transactions contemplated thereby will conflict with, violate, constitute a breach of or a default (whether
with or without the giving of notice or lapse of time or both) under (i) its organizational documents, (ii) any agreement to which
it is party, (iii) any law applicable to it or (iv) any order, writ, judgment, injunction, decree, determination or award binding
upon or affecting it.


 


6.4         Purchase for Investment. It is purchasing the Subordinated Note for its own account and not with
a view to distribution and with no present intention of reselling, distributing or otherwise disposing of the same. It has no present
or contemplated agreement, undertaking, arrangement, obligation, Indebtedness or commitment providing for, or which is likely to
compel, a disposition of the Subordinated Notes in any manner.


 






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6.5         Institutional
Accredited Investor. It is and will be on the Closing Date (i) an institutional “accredited investor” as such
term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (1), (2), (3) and (7) of Rule 501(a) of Regulation
D, and has no less than $5,000,000 in total assets, or (ii) a QIB.


 


6.6         Financial and Business Sophistication. It has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the prospective investment in the Subordinated Notes. It has relied
solely upon its own knowledge of, and/or the advice of its own legal, financial or other advisors with regard to, the legal, financial,
tax and other considerations involved in deciding to invest in the Subordinated Notes.


 


6.7         Ability to Bear Economic Risk of Investment. It recognizes that an investment in the Subordinated
Notes involves substantial risk. It has the ability to bear the economic risk of the prospective investment in the Subordinated
Notes, including the ability to hold the Subordinated Notes indefinitely, and further including the ability to bear a complete
loss of all of its investment in the Company.


 


6.8         Information. It acknowledges that (i) it is not being provided with the disclosures that would
be required if the offer and sale of the Subordinated Notes were registered under the Securities Act, nor is it being provided
with any offering circular or prospectus prepared in connection with the offer and sale of the Subordinated Notes; (ii) it has
conducted its own examination of the Company and the terms of the Subordinated Notes to the extent it deems necessary to make its
decision to invest in the Subordinated Notes; and (iii) it has availed itself of publicly available financial and other information
concerning the Company to the extent it deems necessary to make its decision to purchase the Subordinated Notes. It has reviewed
the information set forth in the Company’s Reports, the exhibits hereto and the information contained in the data room established
by the Company in connection with the transactions contemplated by this Agreement.


 


6.9         Access to Information. It acknowledges that it and its advisors have been furnished with all materials
relating to the business, finances and operations of the Company that have been requested by it or its advisors and have been given
the opportunity to ask questions of, and to receive answers from, persons acting on behalf of the Company concerning terms and
conditions of the transactions contemplated by this Agreement in order to make an informed and voluntary decision to enter into
this Agreement.


 


6.10       Investment
Decision. It has made its own investment decision based upon its own judgment, due diligence and advice from such
advisors as it has deemed necessary and not upon any view expressed by any other Person or entity, including the Placement Agent. Neither such inquiries nor any other due diligence investigations conducted by it or its advisors or
representatives, if any, shall modify, amend or affect its right to rely on the Company’s representations and
warranties contained herein. It is not relying upon, and has not relied upon, any advice, statement, representation or
warranty made by any Person by or on behalf of the Company, including, without limitation, the Placement Agent, except for
the express statements, representations and warranties of the Company made or contained in this Agreement. Furthermore, it
acknowledges that (i) the Placement Agent has not performed any due diligence review on behalf of it and (ii) nothing in
this Agreement or any other materials presented by or on behalf of the Company to it in connection with the purchase of the
Subordinated Notes constitutes legal, tax or investment advice.


 






    	 	13	 



     


    

 


6.11       Private
Placement; No Registration; Restricted Legends. It understands and acknowledges that the Subordinated Notes are being
sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state
registration set forth in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act
and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise
transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It
is not subscribing for the Subordinated Notes as a result of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at
any seminar or meeting. It further acknowledges and agrees that all certificates or other instruments representing the
Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note. It further acknowledges its
primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated
Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations
promulgated thereunder and the requirements set forth in this Agreement.


 


6.12       Placement Agent. It will purchase the Subordinated Note(s) directly from the Company and not from the Placement Agent and
understands that neither the Placement Agent nor any other broker or dealer has any obligation to make a market in the
Subordinated Notes.


 


6.13       Tier 2 Capital. If the Company provides notice of a Tier 2 Capital Event in accordance with the
Indenture, thereafter the Company and the Holder (as defined in the Indenture) will work together in good faith to execute and
deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by
the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Agreement shall limit the
Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event as described in the Indenture
and Subordinated Notes.


 


6.14       Accuracy
of Representations. It understands that each of the Placement Agent and the Company are relying upon the truth and
accuracy of the foregoing representations, acknowledgements and agreements in connection with the transactions contemplated
by this Agreement.


 


6.15       Representations and Warranties Generally. The representations and warranties of the Purchaser set
forth in this Agreement are true and correct as of the date hereof and will be true and correct as of the Closing Date and as otherwise
specifically provided herein. Any certificate signed by a duly authorized representative of the Purchaser and delivered to the
Company or to counsel for the Company shall be deemed to be a representation and warranty by the Purchaser to the Company as to
the matters set forth therein.


 


7.           MISCELLANEOUS.


 


7.1         Prohibition on Assignment by the Company. Except as provided in the Indenture, the Company may
not assign, transfer or delegate any of its rights or obligations under this Agreement or the Subordinated Notes without the prior
written consent of the Purchaser. In addition, in accordance with the terms of the Indenture and the Subordinated Notes, any transfer
of such Subordinated Notes by the Holders (as defined in the Indenture) must be made in accordance with the Assignment Form attached
to the Subordinated Notes and the requirements and restrictions thereof and the Indenture.


 


7.2         Time of the Essence. Time is of the essence for this Agreement.


 






    	 	14	 



     


    

 


7.3        Waiver
or Amendment. Except as may apply to any particular waiving or consenting Noteholder, no waiver or amendment of any
term, provision, condition, covenant or agreement herein shall be effective except with the consent of at least fifty percent
(50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of
the Subordinated Notes at the time outstanding. The terms, provisions, conditions, covenants and agreements set forth in the
Subordinated Notes and Indenture may only be waived or amended in accordance with the terms thereof.. No failure to exercise
or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any
other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies
provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or
demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar
or other circumstances or constitute a waiver of the rights of the Purchaser to any other or further action in any
circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchaser to or of any breach or
default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver
to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder.
Failure on the part of the Purchaser to complain of any acts or failure to act or to declare an Event of Default,
irrespective of how long such failure continues, shall not constitute a waiver by the Purchaser of its rights hereunder or
impair any rights, powers or remedies on account of any breach or default by the Company.


 


7.4        Severability. Any provision of this Agreement which is unenforceable or invalid or contrary to
law, or the inclusion of which would adversely affect the validity, legality or enforcement of this Agreement, shall be of no effect
and, in such case, all the remaining terms and provisions of this Agreement shall subsist and be fully effective according to the
tenor of this Agreement the same as though any such invalid portion had never been included herein. Notwithstanding any of the
foregoing to the contrary, if any provisions of this Agreement or the application thereof are held invalid or unenforceable only
as to particular persons or situations, the remainder of this Agreement, and the application of such provision to persons or situations
other than those to which it shall have been held invalid or unenforceable, shall not be affected thereby, but shall continue valid
and enforceable to the fullest extent permitted by law.


 


7.5        Notices. Any notice which any party hereto may be required or may desire to give hereunder shall
be deemed to have been given if in writing and if delivered personally, or if mailed, postage prepaid, by United States registered
or certified mail, return receipt requested, or if delivered by a responsible overnight commercial courier promising next business
day delivery, addressed:


 


	if to the Company:	First Internet Bancorp

11201 USA Parkway

Fishers, Indiana 46037

Attention: Chief Financial Officer
	 	 
	with a copy to:	Faegre Drinker Biddle & Reath LLP

90 South Seventh Street

Minneapolis, MN 55402

Attention: Joshua L. Colburn
	 	 
	if to the Purchaser:	

Attention:


 


or to such other address or addresses as
the party to be given notice may have furnished in writing to the party seeking or desiring to give notice, as a place for the
giving of notice; provided that no change in address shall be effective until five (5) Business Days after being given to the other
party in the manner provided for above. Any notice given in accordance with the foregoing shall be deemed given when delivered
personally or, if mailed, three (3) Business Days after it shall have been deposited in the United States mails as aforesaid or,
if sent by overnight courier, the Business Day following the date of delivery to such courier (provided next business day delivery
was requested).


 






    	 	15	 



     


    







 


7.6            Successors
and Assigns. This Agreement shall inure to the benefit of the parties and their respective heirs, legal representatives,
successors and assigns; except that, unless a Purchaser consents in writing, no assignment made by the Company in violation of
this Agreement shall be effective or confer any rights on any purported assignee of the Company. The term “successors and
assigns” will not include a purchaser of any of the Subordinated Notes from any Purchaser merely because of such purchase.


 


7.7            No Joint Venture. Nothing contained herein or in any document executed pursuant hereto and no action
or inaction whatsoever on the part of a Purchaser, shall be deemed to make a Purchaser a partner or joint venturer with the Company.


 


7.8            Documentation. All documents and other matters required by any of the provisions of this Agreement
to be submitted or furnished to a Purchaser shall be in form and substance satisfactory to such Purchaser.


 


7.9            Entire Agreement. This Agreement, the Indenture and the Subordinated Notes, along with any exhibits
thereto, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and may not be modified
or amended in any manner other than by supplemental written agreement executed by the parties hereto. No party, in entering into
this Agreement, has relied upon any representation, warranty, covenant, condition or other term that is not set forth in this Agreement.


 


7.10          Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of New York without giving effect to its laws or principles of conflict of laws. Nothing herein shall be deemed to limit
any rights, powers or privileges which a Purchaser may have pursuant to any law of the United States of America or any rule, regulation
or order of any department or agency thereof and nothing herein shall be deemed to make unlawful any transaction or conduct by
a Purchaser which is lawful pursuant to, or which is permitted by, any of the foregoing.


 


7.11          No
Third Party Beneficiary. This Agreement is made for the sole benefit of the Company and the Purchaser, and no other
Person shall be deemed to have any privity of contract hereunder nor any right to rely hereon to any extent or for any
purpose whatsoever, nor shall any other Person have any right of action of any kind hereon or be deemed to be a third party
beneficiary hereunder; provided, that the Placement Agent may rely on the representations and warranties contained
herein to the same extent as if it were a party to this Agreement.


 


7.12          Legal Tender of United States. All payments hereunder shall be made in coin or currency which at
the time of payment is legal tender in the United States of America for public and private debts.


 


7.13          Captions; Counterparts. Captions contained in this Agreement in no way define, limit or extend
the scope or intent of their respective provisions. This Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument. In the event that any signature is delivered by facsimile
transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature
page were an original thereof.


 


7.14          Knowledge;
Discretion. All references herein to a Purchaser’s or the Company’s knowledge shall be deemed to mean the
knowledge of such party based on the actual knowledge of such party’s Chief Executive Officer and Chief Financial
Officer or such other persons holding equivalent offices. Unless specified to the contrary herein, all references herein to
an exercise of discretion or judgment by a Purchaser, to the making of a determination or designation by a Purchaser, to the
application of a Purchaser’s discretion or opinion, to the granting or withholding of a Purchaser’s consent or
approval, to the consideration of whether a matter or thing is satisfactory or acceptable to a Purchaser, or otherwise
involving the decision making of a Purchaser, shall be deemed to mean that such Purchaser shall decide using the reasonable
discretion or judgment of a prudent lender.


 






    	 	16	 



     


    

 


7.15         Waiver Of Right To Jury Trial. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY
WAY IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF THE COMPANY OR THE PURCHASER. THE
PARTIES ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT
LEGAL COUNSEL SELECTED OF THEIR OWN FREE WILL. THE PARTIES FURTHER ACKNOWLEDGE THAT (I) THEY HAVE READ AND UNDERSTAND THE MEANING
AND RAMIFICATIONS OF THIS WAIVER, (II) THIS WAIVER HAS BEEN REVIEWED BY THE PARTIES AND THEIR COUNSEL AND IS A MATERIAL INDUCEMENT
FOR ENTRY INTO THIS AGREEMENT AND (III) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH TRANSACTION DOCUMENTS AS IF FULLY INCORPORATED
THEREIN.


 


7.16         Expenses. Except as otherwise provided in this Agreement, each of the parties will bear and pay
all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to this
Agreement.


 


7.17         Survival. Each of the representations and warranties set forth in this Agreement shall survive
the consummation of the transactions contemplated hereby for a period of one year after the date hereof. Except as otherwise provided
herein, all covenants and agreements contained herein shall survive until, by their respective terms, they are no longer operative.


 


[Signature Pages Follow]


 






    	 	17	 



     


    







 


IN WITNESS WHEREOF,
the Company has caused this Subordinated Note Purchase Agreement to be executed by its duly authorized representative as of the
date first above written.


 





	 	COMPANY:
	 	 	 	 
	 	FIRST INTERNET BANCORP
	 	 	 	 
	 	By:	
	 	 	Name:	
	 	 	Title:	     



 


[Company Signature
Page to Subordinated Note Purchase Agreement]


 






    	 	 	 



     


    







 


IN WITNESS WHEREOF,
the Purchaser has caused this Subordinated Note Purchase Agreement to be executed by its duly authorized representative as of the
date first above written.


 





	 	PURCHASER:


	 	 	 	 
	 	[PURCHASER]
	 	 	 	 
	 	By:	 
	 	 	Name:	          
	 	 	Title:	 



 


[Purchaser Signature
Page to Subordinated Note Purchase Agreement]