EX-10.1



 Exhibit 10.1 

Execution Version 

VOTING AGREEMENT 
 THIS
VOTING AGREEMENT (this “Agreement”) is dated as of March 17, 2016, by and between the undersigned holder (“Stockholder”) of common stock, par value $0.01 per share (“Company Common Stock”), of New England
Bancorp, Inc., a Massachusetts corporation (“Company”), and Independent Bank Corp., a Massachusetts corporation (“Buyer”). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger
Agreement (as defined below). 
 WHEREAS, concurrently with the execution of this Agreement, Buyer, Buyer Bank, Company and Company
Bank are entering into an Agreement and Plan of Merger (as such agreement may be subsequently amended or modified, the “Merger Agreement”), pursuant to which Company shall merge with and into Buyer and, in connection therewith, each
outstanding share of Company Common Stock will be converted into the right to receive the Merger Consideration; 
 WHEREAS,
Stockholder directly owns or jointly owns with his or her spouse or children or has sole, joint or shared voting power with his or her spouse or children as trustees with respect to the number of shares of Company Common Stock identified on
Exhibit A (such shares, together with all shares of Company Common Stock subsequently acquired by Stockholder during the term of this Agreement, including through the exercise or conversion, as applicable, of any stock option or other equity
award, warrant, convertible subordinated debentures or similar instrument (collectively, “Company Common Stock Derivatives”), being referred to as the “Shares”), and holds Company Common Stock Derivatives or other rights to
acquire the number of shares of Company Common Stock identified on Exhibit A; and 
 WHEREAS, it is a material inducement to
the willingness of Buyer to enter into the Merger Agreement that Stockholder execute and deliver this Agreement. 
 NOW, THEREFORE,
in consideration of, and as a material inducement to, Buyer entering into the Merger Agreement and proceeding with the transactions contemplated by the Merger Agreement, and in consideration of the expenses incurred or to be incurred by Buyer in
connection therewith, Stockholder and Buyer agree as follows: 
 Section 1. Agreement to Vote Shares. Stockholder agrees that,
while this Agreement is in effect, at any meeting of stockholders of Company, however called, or at any adjournment thereof, or in any other circumstances in which Stockholder is entitled to vote, consent or give any other approval, except as
otherwise agreed to in writing in advance by Buyer, Stockholder shall: 
  

	 	(a)	appear at each such meeting, in person or by proxy, or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and 


 

	 	(b)	 vote (or cause to be voted), in person or by proxy, all the Shares (i) in favor of adoption and approval of
the Merger Agreement and the transactions 



  
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contemplated by the Merger Agreement (including any amendments or modifications of the terms thereof adopted in accordance with the terms thereof); (ii) against any action or agreement that
would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company contained in the Merger Agreement or of Stockholder contained in this Agreement; and (iii) against
any Acquisition Proposal or any other action, agreement or transaction that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of
the transactions contemplated by the Merger Agreement or of this Agreement. 

 Stockholder further agrees not to vote or execute any written
consent to rescind or amend in any manner any prior vote or written consent, as a stockholder of Company, to approve or adopt the Merger Agreement unless the Merger Agreement is terminated in accordance with its terms. Prior to the termination of
this Agreement, the obligations of Stockholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the board of directors of Company or otherwise subject to a Change in
Recommendation. 
 Section 2. No Transfers. While this Agreement is in effect, Stockholder agrees not to, directly or
indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the
Shares, except the following transfers shall be permitted: (a) transfers by will or operation of law, in which case this Agreement shall bind the transferee; (b) transfers in connection with bona fide estate and tax planning
purposes, including transfers to relatives, trusts and charitable organizations, subject to the transferee agreeing in writing to be bound by the terms of this Agreement; (c) the disposition of shares to satisfy tax obligations upon the vesting
of any shares of restricted stock or to facilitate the exercise of stock options or warrants; and (d) such transfers as Buyer may otherwise permit in its sole discretion, subject to any restrictions or conditions imposed by Buyer in its sole
discretion. Any transfer or other disposition in violation of the terms of this Section 2 shall be null and void. 
 Section 3.
Representations and Warranties of Stockholder. Stockholder represents and warrants to and agrees with Buyer as follows: 
  

	 	(a)	Stockholder has all requisite capacity and authority to enter into and perform his, her or its obligations under this Agreement. 

  

	 	(b)	This Agreement has been duly executed and delivered by Stockholder, and assuming the due authorization, execution and delivery by Buyer, constitutes the valid and legally binding obligation of Stockholder enforceable
against Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity
principles. 


  
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	 	(c)	The execution and delivery of this Agreement by Stockholder does not, and the performance by Stockholder of his, her or its obligations hereunder and the consummation by Stockholder of the transactions contemplated by
this Agreement will not, violate or conflict with, or constitute a default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which Stockholder is a party or by which Stockholder is
bound, or any statute, rule or regulation to which Stockholder is subject or, in the event that Stockholder is a corporation, partnership, trust or other entity, any charter, bylaw or other organizational document of Stockholder. 


 

	 	(d)	Stockholder is the direct owner or joint owner with his or her spouse or children of, or is the trustee or co-trustee that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good
title to all of the Shares and Company Common Stock Derivatives set forth on Exhibit A, and the Shares and Company Common Stock Derivatives are so owned free and clear of any liens, security interests, charges or other encumbrances, except as
otherwise described on Exhibit A. Stockholder does not own, of record or beneficially, any shares of capital stock of Company other than the Shares (other than shares of capital stock subject to Company Common Stock Derivatives over which
Stockholder will have no voting rights until the exercise of such Company Common Stock Derivatives). The Shares do not include shares over which Stockholder exercises control in a fiduciary capacity and no representation by Stockholder is made with
respect to such shares pursuant to the terms hereof. Stockholder has the right to vote the Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except
as contemplated by this Agreement. 

 Section 4. Irrevocable Proxy. Subject to the last sentence of this
Section 4, by execution of this Agreement, Stockholder does appoint Buyer with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the full extent of Stockholder’s rights
with respect to the Shares, to vote, if Stockholder is unable to perform his, her or its obligations under this Agreement, each of such Shares that Stockholder shall be entitled to so vote with respect to the matters set forth in Section 1
hereof at any meeting of the stockholders of Company, and at any adjournment or postponement thereof, and in connection with any action of the stockholders of Company taken by written consent. Stockholder intends this proxy to be irrevocable and
coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 7 hereof and revokes any proxy previously granted by Stockholder with respect to the Shares. Notwithstanding anything contained herein
to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement. 
 Section 5. No
Solicitation. Except as otherwise expressly permitted under Section 5.09 of the Merger Agreement, from and after the date hereof until the termination of this Agreement pursuant to Section 7 hereof, Stockholder, in his, her or its
capacity as a stockholder of Company, shall not, nor shall such Stockholder authorize any partner, officer, director, advisor or representative of, such Stockholder or any of his, her or its affiliates to (and, to the extent applicable to
Stockholder, such Stockholder shall use commercially reasonable 

  
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efforts to prohibit any of his, her or its representatives or affiliates to), (a) solicit, initiate or encourage any inquiry with respect to, or the making of, any proposal that constitutes
or could reasonably be expected to lead to an Acquisition Proposal; (b) participate in any discussions or negotiations regarding an Acquisition Proposal with, or furnish any nonpublic information relating to an Acquisition Proposal to, any
person that has made or, to the knowledge of Stockholder, is considering making an Acquisition Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding or similar arrangement with respect to
an Acquisition Proposal; (d) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or
inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; (e) initiate a stockholders’ vote or action by consent of Company’s stockholders with respect to an Acquisition Proposal; or
(f) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of Company that takes any action in support of an Acquisition
Proposal (other than the Merger Agreement). 
 Section 6. Specific Performance; Remedies. Stockholder acknowledges that it is a
condition to the willingness of Buyer to enter into the Merger Agreement that Stockholder execute and deliver this Agreement and that it will be impossible to measure in money the damages to Buyer if Stockholder fails to comply with the obligations
imposed by this Agreement and that, in the event of any such failure, Buyer will not have an adequate remedy at law or in equity. Accordingly, Stockholder agrees that injunctive relief or other equitable remedy is the appropriate remedy for any such
failure and will not oppose the granting of such relief on the basis that Buyer has an adequate remedy at law. Stockholder further agrees that Stockholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in
connection with Buyer’s seeking or obtaining such equitable relief. In addition, after discussing the matter with Stockholder, Buyer shall have the right to inform any third party that Buyer reasonably believes to be, or to be contemplating,
participating with Stockholder or receiving from Stockholder assistance in violation of this Agreement, of the terms of this Agreement and of the rights of Buyer hereunder, and that participation by any such persons with Stockholder in activities in
violation of Stockholder’s agreement with Buyer set forth in this Agreement may give rise to claims by Buyer against such third party. 

Section 7. Term of Agreement; Termination. The term of this Agreement shall commence on the date hereof. This Agreement may be
terminated at any time prior to consummation of the transactions contemplated by the Merger Agreement by the written consent of the parties to this Agreement, and shall be automatically terminated in the event that the Merger Agreement is terminated
in accordance with its terms; provided, however, that the transfer restrictions in Section 2 hereof shall be automatically terminated upon the receipt of the Requisite Company Stockholder Approval. Upon such termination, no party shall have any
further obligations or liabilities hereunder; provided, however, such termination shall not relieve any party from liability for any willful breach of this Agreement prior to such termination. 

  
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 Section 8. Entire Agreement; Amendments. This Agreement supersedes all prior
agreements, written or oral, among the parties to this Agreement with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented
or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by each party to this Agreement. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provision hereof by
any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 
 Section 10.
Severability. In the event that any one or more provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, by any court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement and the parties shall use their reasonable efforts to substitute a valid, legal and enforceable provision which, insofar as practical, implements the purposes and intents of
this Agreement. 
 Section 11. Capacity as Stockholder. This Agreement shall apply to Stockholder solely in his, her or its
capacity as a stockholder of Company and it shall not apply in any manner to Stockholder in his or her capacity as a director, officer or employee of Company or in any other capacity. Nothing contained in this Agreement shall be deemed to apply to,
or limit in any manner, the obligations of Stockholder to comply with his or her fiduciary duties as a director of Company, and none of the terms of this Agreement shall be deemed to prohibit or prevent any director or executive officer from
exercising his or her fiduciary obligations in the context of a Superior Proposal pursuant to Sections 5.04 or 5.09 of the Merger Agreement. 

Section 12. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the Commonwealth
of Massachusetts, without regard for conflict of law provisions. 
 Section 13. WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO
THIS AGREEMENT IRREVOCABLY WAIVES TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT. EACH OF THE PARTIES TO THIS AGREEMENT (A) CERTIFIES THAT NO
REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13. 

Section 14. Waiver of Appraisal Rights; Further Assurances. Provided that the Merger is consummated in compliance with the terms
of the Merger Agreement, that the 

  
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consideration offered pursuant to the Merger is not less than that specified in the Merger Agreement executed on or about the date hereof, and that this Agreement has not been terminated in
accordance with its terms, to the extent permitted by applicable law, Stockholder waives any rights of appraisal or rights to dissent from the Merger or demand fair value for its Shares in connection with the Merger, in each case, that Stockholder
may have under applicable law. From time to time, prior to the termination of this Agreement, at the Buyer’s request and without further consideration, Stockholder shall execute and deliver such additional documents and take all such further
action as may be reasonably necessary or desirable to effect the actions and consummate the transactions contemplated by this Agreement. Stockholder further agrees not to, prior to the termination of this Agreement, commence or participate in, and
to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Buyer, Buyer Bank, Company, Company Bank or any of their respective successors relating to the negotiation,
execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger. 
 Section 15. Disclosure.
Stockholder authorizes Company and Buyer to publish and disclose in any announcement or disclosure required by the Securities and Exchange Commission and in the Proxy Statement-Prospectus such Stockholder’s identity and ownership of the Shares
and the nature of Stockholder’s obligations under this Agreement. 
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 IN WITNESS WHEREOF, each of the undersigned parties has executed and delivered this
Agreement as of the date first written above. 
  

			
	INDEPENDENT BANK CORP.
		
	By:	 	 


 
			
	Name:	 	Christopher Oddleifson
	Title:	 	President and Chief Executive Officer


 
			
	
	STOCKHOLDER
	
	 
	Name:	 	









 EXHIBIT A 
  

							
	 Stockholder
	 	 Shares
	 	 Company Common Stock Derivatives
	  	Shares of
Company Common Stock
Underlying Company
Common Stock Derivatives
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	
		 		 		  	

  

	 	(1)	Stock Option or Other Equity Award 


	 	(2)	Warrant 


	 	(3)	Convertible Subordinated Debentures 


	 	(4)	Other Similar Instrument