Exhibit








Exhibit 10.2




SECOND AMENDMENT TO OFFICE LEASE
THIS SECOND AMENDMENT TO OFFICE LEASE (“Second Amendment”) is made and entered into as of this 1st day of July, 2016 (the “Effective Date”), by and between FIRST INTERNET BANCORP, an Indiana corporation (the “Landlord”), and FIRST INTERNET BANK OF INDIANA, an Indiana state chartered bank (the “Tenant”).
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into that certain Office Lease dated as of March 6, 2013 (the “Initial Lease”), pursuant to which Tenant leases approximately 15,254 square feet of space on the third floor (the “Initial Premises”) in the building located at 11201 USA Parkway, Fishers, Indiana (“Building”), as more particularly set forth in the Lease; and 
WHEREAS, Landlord and Tenant entered into the First Amendment to Lease as of July 1, 2015 (together with the Initial Lease, the “Lease”), pursuant to which Tenant expanded the Initial Premises by adding an additional 19,364 square feet (together with the Initial Premises, the “Premises”); and 
WHEREAS, Landlord and Tenant desire to enter into this Second Amendment to expand the Premises and otherwise amend the Lease as herein provided.
NOW THEREFORE, for and in consideration of the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby mutually agree as follows:
1.    Integration of Second Amendment and Lease. This Second Amendment, the Lease and the First Amendment shall be deemed to be, for all purposes, one instrument. In the event of any conflict between the terms and provisions of this Second Amendment and the terms and provisions of the Lease, the terms and provisions of this Second Amendment shall, in all instances, control and prevail.
2.    Defined Terms. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Lease. As used in this Second Amendment, the following terms shall have the respective meanings indicated below:
(a)    “Additional Premises” shall mean the remainder of the Building, including premises consisting of approximately 15,332 rentable square feet on the second floor of the Building, as shown on the plan attached hereto as Exhibit A; and
(b)    “Additional Premises Commencement Date” shall mean the earlier of (i) Tenant’s occupancy of the Additional Premises for business purposes or (ii) Landlord’s Substantial Completion of the Additional Premises.
(c)    “Scheduled Additional Premises Commencement Date” is July 1, 2016.
3.    Additional Premises. Effective as of the Additional Premises Commencement Date:
(a)    the Leased Premises shall consist of the Premises and the Additional Premises;
(b)    the total square footage of the Leased Premises shall be increased by the square footage of the Additional Premises, from 34,618 square feet to an aggregate total of 51,954 square feet;











(c)    accordingly, Tenant’s Cost Percentage shall be increased to 100% (51,954/51,954 square feet); and
(d)    the Term of the Lease with respect to the Additional Premises shall be coterminous with the Term of the Lease for the Premises, which expires on May 31, 2018, subject to extension or earlier termination as provided in the Lease.
4.    Rent.
(a)    Initial Premises Minimum Rent. Tenant shall continue to pay Minimum Rent for the Premises as set forth in the Lease until the Additional Premises Commencement Date.
(b)    Minimum Rent following the Additional Premises Commencement Date. Effective as of the Additional Premises Commencement Date, Tenant shall pay Minimum Annual Rent for the Leased Premises equal to $ 961,149, calculated by $18.50 per square foot of the Leased Premises, payable in equal monthly installments of $ 80,095.75 each.
(c)    Additional Rent. Tenant shall continue to pay Additional Rent for the Leased Premises in accordance with the terms and conditions of the Lease, except, however, that effective as of the Additional Premises Commencement Date, Tenant’s Cost Percentage shall be increased as provided in Section 3(c) above.
5.    Additional Premises Work Letter Agreement. Landlord shall perform, or cause to be performed, all work required to be performed by Landlord pursuant to the Additional Premises Work Letter Agreement attached hereto as Exhibit B.
6.    Time for Substantial Completion. Subject to delays resulting from Tenant Delays (as that term is defined in the Additional Premises Work Letter Agreement), Landlord shall use commercially reasonable efforts to cause the Additional Premises to be Substantially Completed according to the Plans (as that term is defined in the Additional Premises Work Letter Agreement) on or before the Scheduled Additional Premises Commencement Date. Notwithstanding anything to the contrary set forth herein, including the fact that the Term for the Additional Premises has not commenced, the obligation of the Tenant to pay Minimum Rent and Additional Rent for the Additional Premises hereunder shall commence on the date, as reasonably determined by Landlord, on which the Additional Premises would have been Substantially Completed but for Tenant Delays. Landlord shall provide Tenant with not less than five (5) days’ advance written notice of the estimated date of Substantial Completion if such date vanes by more than five (5) days from the Scheduled Additional Premises Commencement Date. In the event Landlord fails to provide such notice, and if such notice is required, the date of Substantial Completion shall not be earlier than ten (10) days from the date of such notice from Landlord.
7.    Acceptance of Additional Premises. Upon Substantial Completion of the Additional Premises and prior to Tenant’s occupancy thereof, Tenant shall deliver to Landlord a letter agreement in the form attached hereto as Exhibit C (the “Additional Premises Letter Agreement”). By its execution of the Additional Premises Letter Agreement and occupancy of the Additional Premises, Tenant shall be deemed to represent and certify that it has examined the Additional Premises and that it thereby accepts the Additional Premises in its condition at the time, subject to latent defects which could not be reasonably observed by a professional inspection of the Additional Premises, Punch List Items (as that term is defined in the Additional Premises Work Letter Agreement) set forth in the Additional Premises Letter Agreement, and Landlord’s obligations set forth in Section 6.6 of the Lease. Landlord shall review the Punch List Items with Tenant and correct all undisputed Punch List Items within thirty (30) days after receipt of the Additional Premises Letter Agreement; provided, however, that if any Punch List Item cannot be corrected within such thirty (30) day period despite reasonable diligence by Landlord, then so long as Landlord commences correction of such Punch List Item within such thirty (30) day period and diligently pursues such correction to completion, no default by Landlord shall be deemed to have occurred. Except as expressly provided above, Tenant, by occupying the Additional Premises, is accepting the same in its “as-is” condition, without warranties of any type, express or implied.











8.    Delayed Completion. If the Additional Premises is not Substantially Completed on or before the Scheduled Additional Premises Commencement Date, then except as otherwise provided in Section 6 hereof with respect to delays in Substantial Completion of the Additional Premises caused by Tenant Delays, (a) as Tenant’s sole and exclusive remedy, the obligation of Tenant to pay Rent shall not commence until the date the Additional Premises is Substantially Completed (or such earlier date as Tenant occupies the Additional Premises), and (b) Landlord shall not be liable to Tenant for any loss, cost or damage arising from such delay.
9.    Lease in Full Force and Effect. Except as expressly provided herein, all of the terms and provisions of the Lease shall remain in full force and effect.


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IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first above written.
	
		
	LANDLORD:


FIRST INTERNET BANCORP
	TENANT:


FIRST INTERNET BANK OF INDIANA

	





By:/s/ David Becker
David Becker, Chief Executive Officer
	





By:/s/ C. Charles Perfetti
C. Charles Perfetti, Senior Vice President















EXHIBIT A
ADDITIONAL PREMISES

















EXHIBIT B
ADDITIONAL PREMISES WORK LETTER AGREEMENT
		
	Re:
	Additional Premises Workletter Agreement for the Building located at 11201 USA Parkway, Fishers, Indiana 


Tenant: First Internet Bank of Indiana 
Landlord: First Internet Bancorp 
Tenant and Landlord are executing simultaneously with this Additional Premises Workletter Agreement (the “Additional Premises Workletter Agreement”) the Second Amendment to Office Lease (“Second Amendment”), covering the space referred to above, as more particularly described in the Second Amendment (“Additional Premises”). All terms used herein with initial capital letters and not otherwise defined herein shall have the same meaning as in the Lease, as amended by the Second Amendment.
To induce Tenant to enter into the Second Amendment and in consideration of the covenants hereinafter contained, Landlord and Tenant mutually agree as follows:
		
	1.
	Landlord shall, at its cost and expense and subject to and in accordance with the provisions of this Additional Premises Workletter Agreement, perform the following work in the Additional Premises, which work shall hereinafter be referred to as the “Additional Premises Work.”


		
	a.
	See construction specifications.


		
	2.
	Changes in the Additional Premises Work may be made without invalidating any part of the Lease, as amended by the Second Amendment or this Additional Premises Workletter Agreement, by written agreement between Landlord and Tenant, hereinafter referred to as a “Change Order.” Each Change Order shall be prepared by Landlord and signed by both Tenant and Landlord stating their agreement upon all of the following:


		
	a.
	The scope of the change in the Additional Premises Work;


		
	b.
	Any increase or decrease in the cost of the Additional Premises Work as a result of the change; and


		
	c.
	The manner in which the increase or decrease in the cost of the Additional Premises Work as a result of the change will be paid or credited (as applicable).


In no event shall any change be permitted without an executed Change Order.
		
	3.
	Prior to Tenant’s occupancy of the Additional Premises, Tenant shall identify any Punch List Items and provide Landlord with a complete list of such Punch List Items as part of the Additional Premises Letter Agreement in the form of Exhibit C to the Amendment.


		
	4.
	All materials and installations constructed for Tenant within the Additional Premises pursuant to this Additional Premises Workletter Agreement shall become the property of the Landlord upon installation. No refund, credit or removal of said items shall be permitted at the termination of the Lease, except for the removal of those items or improvements which Landlord requires Tenant to remove at the expiration or earlier termination of the Lease pursuant to Section 3.2 of the Lease.


		
	5.
	It is acknowledged that the Amendment provides for the Additional Space Commencement Date to occur when Landlord has “substantially completed” the Additional Premises Work to be performed by Landlord as set forth in Paragraph 1 above; provided, however, that if Landlord shall be delayed in substantially completing the Additional Premises Work as a result of the following (“Tenant Delays”):













		
	a.
	Tenant’s failure to cooperate with Landlord to facilitate final approval of any plans for the work; or


		
	b.
	Tenant’s request for changes in the Additional Premises Work that delay the completion of the Additional Premises Work;


Tenant’s obligation to pay Minimum Rent and Additional Rent shall commence as of such earlier date, as reasonably determined by Landlord, on which the Additional Premises would have been substantially completed but for such Tenant Delays.
		
	6.
	No part of the Additional Premises shall be deemed unavailable for occupancy by Tenant, nor shall any work which Landlord is obligated to perform in such part of the Additional Premises be deemed incomplete for the purpose of the obligation to pay Minimum Rent and Additional Rent, solely due to the non-completion of details of construction, decoration or mechanical adjustments which are minor in character and the non-completion of which does not materially interfere with the Tenant’s use of the Additional Premises (“Punch List Items”).


		
	7.
	Tenant is responsible for all costs related to the repair and maintenance of any additional HVAC systems, appliances and equipment which are installed to meet Tenant’s specific requirements. Tenant shall purchase a service contract for such equipment so that the equipment is covered by such service contract each year of the term of the Lease.


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This Additional Premises Workletter Agreement constitutes all of Landlord’s agreement with Tenant with respect to the work to be performed by Landlord on Tenant’s behalf in the Additional Premises, and no additional agreements or obligations shall be effective unless signed by both Landlord and Tenant.
	
		
	LANDLORD:


FIRST INTERNET BANCORP
	TENANT:


FIRST INTERNET BANK OF INDIANA

	





By:/s/ David Becker
David Becker, Chief Executive Officer
	





By:/s/ C. Charles Perfetti
C. Charles Perfetti, Senior Vice President





















EXHIBIT C
ADDITIONAL PREMISES LETTER AGREEMENT
THIS ADDITIONAL PREMISES LETTER AGREEMENT (“Agreement”) is made as of the 24th day of June, 2016, by and between FIRST INTERNET BANCORP (hereinafter referred to as “Landlord”) and FIRST INTERNET BANK OF INDIANA (hereinafter referred to as “Tenant”).
WHEREAS, by that certain Office Lease (hereinafter called “Original Lease”) made as of March 6, 2013, Landlord leased to Tenant certain premises (the “Initial Premises”), located at 11201 USA Parkway, Fishers, Indiana, for an initial term of five (5) years, unless sooner terminated or extended as provided therein; and.
WHEREAS, by that certain First Amendment to Office Lease made as of July 1, 2015 (the “First Amendment”), Landlord leased to Tenant the Additional Premises (as defined in the First Amendment), for a term that is coterminous with the Term (as defined in the Original Lease); and 
WHEREAS, by that certain Second Amendment to Office Lease made as of July 1, 2016 (hereinafter called “Second Amendment”, and together with the Original Lease and the First Amendment, the “Lease”), Landlord leased to Tenant the Additional Premises (as defined in the Second Amendment) for a term that is coterminous with the Term (as defined in the Original Lease); and 
WHEREAS, Landlord and Tenant now desire to set forth the Additional Premises Commencement Date (as this term is defined in the Second Amendment) and to acknowledge Tenant’s acceptance of the Additional Premises.
NOW, THEREFORE, Landlord and Tenant do hereby agree as follows:
		
	1.
	The Additional Premises has been substantially completed in accordance with the terms of the Lease, excepting only:     .


		
	2.
	Tenant has accepted possession of the Additional Premises.


		
	3.
	Except as hereby amended, the Lease shall continue in full force and effect.


		
	4.
	This Agreement shall be binding on the parties hereto, their heirs, executors, successors and assigns.


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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed as of the day and year first above written.
	
		
	LANDLORD:


FIRST INTERNET BANCORP
	TENANT:


FIRST INTERNET BANK OF INDIANA

	





By:/s/ David Becker
David Becker, Chief Executive Officer
	





By:/s/ C. Charles Perfetti
C. Charles Perfetti, Senior Vice President