OFFICE LEASE


 


THIS OFFICE LEASE is
entered into this 6th day of March, 2013, by and between FIRST INTERNET BANCORP, an Indiana corporation (the "Landlord"),
and FIRST INTERNET BANK OF INDIANA (the "Tenant").


 


PART I


 


As used in this Lease, the following terms
have the following respective meanings:


 


		A.	The
                                                                                                                                               Premises



 


"Real Estate"
— the real estate described and/or depicted on Exhibit A-1.


 


"Building"
— the approximately 51,954 building located at 11201 USA Parkway, Fishers, Indiana.


 


"Leased Premises"
— the portion of the Building consisting of approximately 15,254 square feet located on the top floor of the Building
which is more particularly depicted on Exhibit A-2.


 


		B.	Effectiveness



 


"Term" —
approximately five (5) years, commencing on the Commencement Date and ending on the Expiration Date.


 


"Commencement Date"
— the earlier of (i) Tenant's occupancy of the Leased Premises for business purposes or (ii) Landlord's Substantial
Completion of the Leased Premises.


 


"Expiration Date"
— the last day of the calendar month during which the fifth (5th) anniversary of the Commencement Date
occurs.


 


"Scheduled Commencement
Date" — May 1, 2013.


 


		C.	Economic
                                                                                                                                               Provisions



 


"Minimum Rent"
— the annual amounts set forth on Schedule I.


 


"Additional Rent"
— the annual amount determined in accordance with Section 5.2 below.


 


"Cost Stop"
— the annual amount of Operating Costs per each rentable square foot of the Building for the calendar year of 2013.


 


		D.	Notice
                                                                                                                                               Addresses



 


"Landlord's Notice Address"
— First Internet Bancorp, 8888 Keystone Crossing, Suite 1700, Indianapolis, Indiana, Attention:  David Becker,
CEO.


 


"Tenant's Notice Address"
— First Internet Bank of Indiana, 8888 Keystone Crossing, Suite 1700, Indianapolis, Indiana, Attention:  Kay
Whitaker, CFO.


 


Part II of this Lease sets
forth the controlling terms and conditions of this Lease.


 




    	 



    	 



    

 


PART II


 


ARTICLE
1

LEASE OF SPACE; GENERAL DEFINITIONS


 


		1.2	Lease
                                                                                                                                           of
                                                                                                                                           Space.
                                                                                                                                           Landlord
                                                                                                                                           leases
                                                                                                                                           to
                                                                                                                                           Tenant
                                                                                                                                           and
                                                                                                                                           Tenant
                                                                                                                                           leases
                                                                                                                                           from
                                                                                                                                           Landlord,
                                                                                                                                           subject
                                                                                                                                           to
                                                                                                                                           the
                                                                                                                                           terms
                                                                                                                                           and
                                                                                                                                           conditions
                                                                                                                                           set
                                                                                                                                           forth
                                                                                                                                           in
                                                                                                                                           this
                                                                                                                                           Lease,
                                                                                                                                           the
                                                                                                                                           Leased
                                                                                                                                           Premises.



 


		1.3	General Definitions. As used in this Lease, the following
terms have the following respective meanings:



 


"ADA" — the
American With Disabilities Act (42 U.S.C. §§ 12101, et seq.), together with the regulations and
accessibility guidelines promulgated thereunder, as the same may be supplemented or amended from time to time.


 


"Additional Utility Consumption" — refers
to any Utility Costs chargeable to Tenant under Sections 5.6, 5.7, and/or 5.8 of this Lease.


 


"Asset Sale" — the
sale by Tenant of all or substantially all of its assets, including this Lease, to a single entity.


 


"Assignment by Operation
of Law" — the transfer or assignment of this Lease as a result of a Merger, Asset Sale or Stock Sale.


 


"Common Areas"
– shall have the meaning set forth in Section 7.1.


 


"Complete Destruction" — if
the Building is damaged or destroyed by fire or other cause to such an extent that the cost of repair and restoration of the Building
exceeds 30% of the amount it would cost to replace the Building in its entirety at the time such damage or destruction took place.
The opinion of an architect or registered engineer selected by Landlord as to the costs of such repair, restoration or replacement
shall be controlling upon both Landlord and Tenant.


 


"Cost Saving Installation" — a
labor saving device, energy savings device or other installation, improvement or replacement which is installed or made primarily
for the purpose of reducing Operating Costs, whether or not voluntary or required by government mandate.


 


"Default Damages" — all
actual damages incurred by reason of an Event of Default (as defined in Section 10.2 below), excluding Rent and Reletting
Costs, but including, without limitation:


 


		(a)	the costs of recovering the Leased Premises and removing Tenant's
property;



 


		(b)	interest on unpaid Rent as provided in this Lease; and



 


		(c)	Landlord's reasonable attorneys' fees and court costs.



 


"Environmental Laws" — all
statutes, ordinances, rules, regulations, and orders relating to environmental quality, contamination, and cleanup of Hazardous
Substances, including, without limitation: (a) the Comprehensive Environmental Response, Compensation, and Liability Act of
1980; (b) the Resource Conservation and Recovery Act of 1976; and (c) state superlien and environmental cleanup statutes,
as the foregoing may be supplemented, amended or modified from time to time.


 




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"Essential Capital Improvement" — any
of the following:


 


		(a)	Cost Saving Installation; or



 


		(b)	An installation or improvement to the Real Estate and/or Building
required by reason of any Law, which requirement did not exist when the Building was constructed and is applicable to office buildings
in the governmental jurisdiction in which the Building is located.



 


"Final Statement" — a
statement of the actual Additional Rent payable by Tenant for any particular calendar year or partial calendar year during the
Term, reflecting the credits due for amounts paid by Tenant as estimated payments in respect of Additional Rent for such calendar
year or partial calendar year.


 


"Hazardous Substances" — means
any substance identified in Section 101(14) of CERCLA and shall include petroleum and any fraction thereof and all other substances
which are radioactive, toxic or hazardous to health or the environment, and all other substances that are or become, regulated
by any Law.


 


"Insurance Requirements" — requirements
of any and all insurance policies carried by Landlord under this Lease and/or relating to the Real Estate and/or Building.


 


"Law(s)" — all
applicable statutes, ordinances, rules, regulations, orders or other mandates of any federal, state or local governmental, or quasi-governmental,
authority, including, without limitation, (a) zoning ordinances, (b) Environmental Laws and (c) the ADA.


 


"Lease" — this
Office Lease, as the same shall be amended from time to time.


 


"Merger" — the
merger or consolidation of Tenant with one (1) or more entities or a liquidation of Tenant.


 


"Mortgagee" — any
holder of a mortgage lien, or lienholder under any method of financing or refinancing, now or hereafter in force against Landlord's
interest in the Real Estate and/or the Building.


 


"Normal Business Hours"
shall be 7:30 a.m. to 5:30 p.m., Monday through Friday, and 7:30 a.m. to 1:30 p.m. on Saturday, exclusive of
normal business holidays.


 




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"Operating Costs" — for
each calendar year during the Term or within which the Term commences or ends, shall mean any and all costs and expenses reasonably
paid or incurred by Landlord in connection with the management, operation, security, maintenance and repair (including capital
repairs) of the Real Estate, Building and/or the Common Areas, including (but not limited to) salaries, wages, benefits and related
costs for employees directly providing or coordinating services at the Building; management fees, either as charged to Landlord
by outside management companies or an amount not exceeding the amount typically charged by outside management companies if Landlord
manages the Real Estate and Building itself or through an affiliated entity; charges for utilities and services for the Real Estate,
Building and/or the Common Areas (including any taxes thereon); the cost of insurance required to be carried by Landlord under
this Lease or which Landlord elects to carry with respect to the Real Estate and/or Building, including, without limitation, rent
loss insurance; the amount of any commercially reasonable deductible or self insurance reserve payable by Landlord with respect
to any damage to the Real Estate and/or Building or liability for injury (including death) to persons or damage to property for
which Landlord may be liable; license, permit and inspections fees; the cost of maintenance and repair of Building systems and
equipment (including replacement of components); the cost of supplies and materials used in the operation and maintenance of the
Real Estate, Building and/or the Common Areas; the cost of providing trash removal, window cleaning, janitorial services, and alarm
and security services; the cost of maintenance, repair, replacement (unless the same is determined to be an Essential Capital Improvement,
in which case the cost shall be amortized as provided below), repaving and restriping of curbs, sidewalks, parking areas and landscaping
located on the Real Estate (including removal of snow and ice); the cost of Building common area refurbishment (including, without
limitation, replacement of floor and wall coverings, window treatments, furniture and decorative items); any amounts payable under
any easement agreements and covenants, conditions and restrictions applicable to the Real Estate (as the same may be supplemented
or amended from time to time); equipment rental; the amortized portion of any expenditure by Landlord for machinery and equipment
used in the maintenance of the Real Estate, Building and/or the Common Areas (based on the useful life of such machinery and equipment
for federal income tax purposes), together with interest on the unamortized balance thereof at a rate of interest reasonably determined
by Landlord; the amortized portion of any capital expenditure for any Essential Capital Improvement (based on the useful life of
such improvement as reasonably determined by an independent certified public accountant engaged by Landlord), together with interest
on the unamortized balance thereof at a rate of interest reasonably determined by Landlord; costs relating to the financing of
Essential Capital Improvements; and legal, accounting and consulting services incurred in connection with the management, operation,
maintenance and repair of the Real Estate, Building and/or the Common Areas (except as otherwise provided below). Operating Costs
shall not include the following: costs of utilities, services and other benefits directly charged to and paid by Tenant; capital
expenditures (except as otherwise specifically provided above); accountant's fees related to the preparation of Landlord's financial
statements; interest, principal, points and fees on any debt instrument encumbering all or any portion of the Real Estate and/or
Building (except debt incurred in financing Essential Capital Improvements as specifically provided above); and Landlord's general
and administrative expenses.


 


"Partial Destruction" — if
the Building is damaged or destroyed by fire or other cause and such damage or destruction does not constitute a Complete Destruction.


 


"Payment Credit" — the
resulting credit if Tenant's Cost Percentage of the actual Operating Costs and the actual Tax Costs for a particular calendar year
or partial calendar year during the Term is less than the sum of (i) the amounts paid by Tenant pursuant to Section 5.2
below as estimated payments of Additional Rent for such year and (ii) the Stop Amount (as defined in Section 5.2 below).


 


"Payment Deficit" — the
resulting deficit if Tenant's Cost Percentage of the actual Operating Costs and the actual Tax Costs for a particular calendar
year or partial calendar year during the Term is more than the sum of (i) the amounts paid by Tenant pursuant to Section 5.2
below as estimated payments of Additional Rent for such year and (ii) the Stop Amount.


 


"Purchaser" — any
entity(ies) and/or person(s) that obtains control of Tenant as a result of a Stock Sale.


 


"Reletting Costs" — all
reasonable and customary expenses incurred by Landlord in connection with repossession, removal and reletting of the Leased Premises
in accordance with Sections 10.2 and/or 10.3, including, without limitation, any reasonable alterations and/or repairs to
the Leased Premises, or any allowance relating to the same, deemed necessary or advisable by Landlord in connection with reletting,
any lease commission and other fees or forms of compensation payable to brokers, and any attorneys' fees and court costs payable
in connection with reletting.


 




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"Rent" — the
sum of the Minimum Rent, the Additional Rent and all additional sums, charges or amounts of whatever nature to be paid by Tenant
to Landlord in accordance with the provisions of this Lease, whether or not such sums, charges or amounts are referred to herein
as rent.


 


"Rules" — any
and all Building rules and regulations and other written directions of Landlord, as to which Landlord has given written notice
to Tenant, subject to Section 4.1 hereof.


 


"Stock Sale" — any
sale, transfer, or issuance of stock in Tenant to another: (a) entity; (b) group of related entities; (c) person;
and/or (d) group of related persons, or any change in ownership or power to vote a majority of Tenant's voting stock or any
change in ownership or control of Tenant or a beneficial interest therein.


 


"Substantial Completion"
or "Substantially Completed" — refers to the date on which:


 


		(a)	all Building services described in Section 6.1 are being provided;
and



 


		(b)	Landlord has completed the Work, subject to the Punch List Items
that will be set forth in the Letter Agreement (as such terms are referenced or defined in Section 2.3 or the Letter Agreement,
as applicable).



 


It is expressly understood that
Substantial Completion may occur or may have occurred for purposes of this Lease at a time when work is continuing with respect
to completion of the Leased Premises not required for the use of the Building by Tenant for purposes permitted by the following
Section 4.1.


 


"Tax Costs" — for
each calendar year during the Term or within which the Term commences or ends, shall mean the sum of the following: all currently
due installments of ad valorem property taxes and assessments levied upon or with respect to the Real Estate, Building or
Leased Premises, and all taxes, levies and charges that may be levied or imposed by any governmental authority in replacement of,
in lieu of, or in addition to ad valorem property taxes, in whole or in part, including, without limitation, a state or local
option tax designed for property tax relief purposes, or a license or franchise fee measured by rents received from the Building,
or otherwise measured or based upon Landlord's interest in the Real Estate, Building or Leased Premises; personal property taxes,
assessments, fees and charges with respect to personal property and equipment owned by Landlord and located on or used in connection
with the management, operation, maintenance and repair of the Real Estate and/or Building; and all reasonable and customary costs
and expenses (including, without limitation, attorneys' fees) associated with appeals of property tax assessments or otherwise.
However, Tax Costs shall not include any federal or state income tax.


 


"Tenant's Cost Percentage"
 —  means 29.361%.


 


"Utility Costs" — all
utility expenses or charges which are not directly charged to and paid by Tenant and incurred by Landlord in the furnishing of
heat, ventilation, air conditioning, water and sewer services, electricity, gas and other utility services, to the Real Estate,
the Building, the Common Areas or Leased Premises, including, without limitation, the cost of installing any additional facilities
that may be necessary to furnish to the Leased Premises any excess power that may be required by Tenants.


 




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Article
2

CONSTRUCTION AND PREPARATION OF LEASED PREMISES


 


		2.1	Workletter Agreement. Landlord shall perform, or cause
to be performed, all work required to be performed by Landlord pursuant to the Workletter Agreement.



 


		2.2	Time for Substantial Completion. Subject to delays
resulting from Tenant Delays (as that term is defined in the Workletter Agreement), Landlord shall use commercially reasonable
efforts to cause the Leased Premises to be Substantially Completed according to the Plans (as that term is defined in the Workletter
Agreement) on or before the Scheduled Commencement Date. Notwithstanding anything to the contrary set forth herein (including the
fact that the Term has not commenced), the obligation of the Tenant to pay Minimum Rent and Additional Rent hereunder shall commence
on the date, as reasonably determined by Landlord, on which the Leased 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 varies by more than five (5) days from the Scheduled 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.



 


		2.3	Acceptance of Leased Premises. Upon Substantial Completion
of the Leased 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 "Letter Agreement"). By its execution of the Letter Agreement and occupancy
of the Leased Premises, Tenant shall be deemed to represent and certify that it has examined the Leased Premises and that it thereby
accepts the Leased Premises in its condition at the time, subject to latent defects which could not be reasonably observed by a
professional inspection of the Leased Premises, Punch List Items (as that term is defined in the Workletter Agreement) set forth
in the Letter Agreement, and Landlord's obligations set forth in Section 6.6. Landlord shall review the Punch List Items with
Tenant and correct all undisputed Punch List Items within thirty (30) days after receipt of the Letter Agreement; provided
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 Leased Premises, is accepting the same in its "as-is" condition, without warranties of any type, expressed
or implied.



 


		2.4	Delayed Completion. If the Leased Premises is not Substantially
Completed on or before the Scheduled Commencement Date; then, except as otherwise provided in Section 2.2 with respect to
delays in Substantial Completion of the Leased 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 Leased Premises is Substantially Completed (or such
earlier date as Tenant occupies the Leased Premises); and (b) Landlord shall not be liable to Tenant for any loss, cost or
damage arising from such delay.



 


Article
3

TERM


 


		3.1	Occupancy and Term. The Term of this Lease shall commence
on the Commencement Date. To evidence establishment of the Commencement Date and the Expiration Date, Landlord and Tenant promptly
shall execute the Letter Agreement. 



 




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		3.2	Surrender of Leased Premises. Upon the expiration of
the Term or earlier termination of this Lease, Tenant shall remove (a) all of its furniture, office equipment, trade fixtures
and equipment and other unattached and moveable personal property, if any, (b) any items or improvements which Landlord indicated
in its written approval of Tenant's Plans that Tenant would be required to remove on or before the expiration of the Term or earlier
termination of this Lease, and (c) all telephone and computer/data equipment and wiring installed by Tenant, and shall surrender
the Leased Premises to Landlord together with all improvements made to the Leased Premises, whether made by Tenant or Landlord,
other than the improvements to be removed by Tenant as provided in the preceding clauses (b) and (c), all in good condition,
excepting ordinary wear and tear, damage by the elements, fire or other casualty which Landlord is obligated to repair, and condemnation.
Tenant, at its expense, promptly shall repair any damage to the Leased Premises caused by such removal. Any property of Tenant
not removed within ten (10) days after the expiration of the Term or earlier termination of this Lease shall be deemed, at
Landlord's option, to be the property of Landlord, and Landlord shall have the right, at Tenant's expense, to remove, store, or
dispose of such property in such manner as Landlord deems appropriate in its sole discretion and without liability to Tenant.



 


		3.3	Holding Over. If Tenant occupies the Leased Premises
after the expiration of the Term or earlier termination of this Lease with Landlord's consent, then: (a) a tenancy from month
to month shall be created; and (b) Tenant shall pay to Landlord, for each month of such possession, one hundred fifty percent (150%)
of the full amount of the monthly installment of Minimum Rent in effect immediately prior to the expiration of the Term or earlier
termination of this Lease. If Tenant occupies the Leased Premises after the expiration of the Term or earlier termination of this
Lease without Landlord's consent, Tenant shall be deemed a tenant at sufferance subject to immediate eviction and shall: (a) pay
to Landlord, for each day of such possession, the greater of: (i) the prevailing rent for similar premises; or (ii) two
hundred percent (200%) of the amount of the Minimum Rent in effect immediately prior to the expiration of the Term or earlier
termination of this Lease; computed on a daily basis; and (b) indemnify Landlord against any and all loss, claims, and damages
sustained by Landlord by reason of the occupancy by Tenant of the Leased Premises. The amounts payable by Tenant during any period
of holding over, either with or without Landlord's consent, shall: (a) include any Additional Rent, which shall apply as provided
for in this Lease on the same basis as during the Term; and (b) be payable, except as otherwise provided in this Article 3,
on the same terms and conditions as during the Term.



 


Article
4

USE OF LEASED PREMISES


 


		4.1	Use. Tenant shall use the Leased Premises solely for
general office uses to the extent permitted by applicable laws, ordinances and restrictions of record and for no other purpose.
Landlord shall have the right, from time to time, to promulgate the Rules; provided that the Rules do not: (a) increase or
enlarge the financial obligations of Tenant hereunder; (b) materially impair the use and enjoyment by Tenant of the Leased
Premises as provided above; or (c) materially limit the rights or privileges granted to Tenant hereunder. In the event of
a conflict between the terms of this Lease and the terms of the Rules, the terms of this Lease shall control.



 


		4.2	Safe and Prudent Use of Leased Premises. Tenant's use
of the Leased Premises at all times shall be safe, prudent, and in compliance with the Laws, the Insurance Requirements, and the
Rules. Tenant shall not: (a) commit or permit waste or damage to the Leased Premises; (b) improperly store any Hazardous
Substances, or otherwise permit or suffer any nuisance or hazardous or unsafe condition to occur or exist on the Leased Premises;
(c) create or permit any obstruction, injury, or annoyance to, or interference with, other tenants; or (d) cause or permit
Tenant's agents, employees, contractors, invitees, or licensees to violate or breach the Laws, the Insurance Requirements, or the
Rules.



 




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		4.3	Signs and Window Coverings. Tenant shall not affix
or cause to be affixed to the Real Estate or the exterior of the Building (including the inside and outside of the windows), or
the interior of the Building, to the extent visible from the exterior of the Building, any sign, insignia, advertisement, notice,
or decoration without Landlord's written consent, which consent may be granted or withheld in Landlord's sole discretion. Window
coverings installed by Tenant shall require the prior approval of Landlord in accordance with Section 6.3 below and shall
conform to the control standard and uniform style established for the Building. All window coverings shall become the property
of Landlord and shall remain upon the Leased Premises, and be surrendered with same, upon the expiration or earlier termination
of this Lease.



 


		4.4	Floor Loads. Tenant shall not overload the floors of
the Leased Premises beyond their designed weight-bearing capacity. Landlord reserves the right to direct the positioning of all
heavy equipment, furniture and fixtures which Tenant desires to place in the Leased Premises so as to distribute properly the weight
thereof. Landlord may require the removal of any equipment or furniture which exceeds the weight limits of the Building.



 


Article
5

RENT


 


		5.1	Payment of Minimum Rent. Tenant shall pay the monthly
installment of Minimum Rent without notice or demand, in advance on the first day of each calendar month during the Term, commencing
on the Commencement Date. If the Commencement Date is not the first day of a calendar month, then there shall be added to the payment
due on the first day of the following month an additional amount for the partial month in which the Commencement Date occurs, calculated
by pro-rating the monthly installment of Minimum Rent based upon the number of days within the calendar month in which the Commencement
Date occurs as shall fall within the Term. 



 


		5.2	Computation and Payment of Additional Rent. For each
calendar year during the Term or within which the Term commences or ends, Tenant shall pay to Landlord as "Additional Rent"
an amount equal to the product of (a) Tenant's Cost Percentage, multiplied by (b) the sum of the Operating Costs and
Tax Costs for such calendar year, reduced by the Cost Stop. Tenant shall pay to Landlord each month, in advance, at the same time
as Minimum Rent is due, as estimated payments of Additional Rent, an amount equal to one-twelfth (1/12) of the amount estimated
by Landlord in accordance with the following Section 5.3 as the Additional Rent payable by Tenant for the calendar year in
which such month falls. If the Commencement Date is not the first day of a calendar month, then the monthly installment payment
of estimated Additional Rent for the calendar month in which the Commencement Date occurs shall be prorated based on the number
of days within such calendar month as shall fall within the Term and such prorated payment for such initial partial month shall
be added to the monthly installment of estimated Additional Rent payable on the first day of the following month. Except as hereinafter
provided in this Section 5.2, reconciliation of the actual amount payable by Tenant as Additional Rent for each calendar year
or partial calendar year during the Term and Tenant's estimated payments in respect of such Additional Rent shall be made in accordance
with the following Section 5.4. Subject to the penultimate sentence of this Section, if this Lease shall expire or terminate
on a date other than December 31 of any year, then Tenant shall pay on the first day of the last month of the Lease, the full
amount of its unpaid Additional Rent for such partial calendar year, calculated on the basis of: (i) actual Operating Costs
and Tax Costs incurred or accrued for such calendar year through the end of the month prior to the month of expiration or termination;
plus (ii) estimated additional Operating Costs and Tax Costs to be incurred or accrued for the period from the beginning of
the month of expiration or termination to the date of expiration or termination), and reflecting a credit to Tenant for amounts
paid by Tenant, if any, as estimated Additional Rent, as provided in Section 5.3 below, for the calendar year in which the
Lease terminates; and upon such payment, Tenant and Landlord shall have no further obligation hereunder for the payment or reconciliation
(pursuant to Section 5.4) of Additional Rent for the calendar year in which the Lease expires or terminates. If the amounts
so paid by Tenant as estimated Additional Rent for the calendar year in which the Lease expires or terminates exceed the amount
calculated under the preceding sentence, then the excess shall be refunded to Tenant promptly following the expiration or termination
of this Lease, subject, however, to all other provisions of this Lease. At Landlord's option, the calculation and payment of the
Additional Rent payable by Tenant for the calendar year in which the Lease expires or terminates shall be postponed and made on
the basis of the actual year-end Operating Costs and Tax Costs in accordance with Section 5.4, and pro-rated based upon the
number of days in the calendar year as preceded the Lease expiration or termination. Tenant's and Landlord's obligation to make
such payment shall survive the expiration or earlier termination of this Lease.



 




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		5.3	Statements of Estimated Additional Rent. On or before
November 1 of each calendar year during the Term, Landlord shall deliver to Tenant a statement of the Additional Rent, if
any, estimated for the ensuing calendar year or part thereof during the Term, showing the estimated aggregate Operating Costs and
Tax Costs for such calendar year and the computation of the estimated Additional Rent after deduction of the Cost Stop payable
by Tenant for such calendar year or part thereof during the Term. Neither Landlord's failure to deliver, nor the late delivery
of, any such statement shall constitute a default by Landlord or relieve Tenant of its obligation to pay Additional Rent for any
calendar year or partial calendar year during the Term. If at any time during any calendar year of the Term the amount(s) and/or
the rates for any item(s) of Tax Costs or Operating Costs are increased or decreased to a rate(s) or amount(s) in excess of or
less than the rate(s) or amount(s) used in calculating the estimated Tax Costs and Operating Costs for such calendar year, the
monthly installments of estimated Additional Rent payable by Tenant to Landlord for the remainder of such calendar year may be
increased or decreased, as applicable, upon written notice from Landlord to Tenant (the "Adjustment Notice");
provided, however, that Landlord may give an Adjustment Notice no more than twice during any calendar year. Payment of such adjusted
monthly installments of Additional Rent shall commence with the first monthly payment of estimated Additional Rent required to
be made by Tenant after receipt of the Adjustment Notice.



 


		5.4	Final Statements. On or about May 1 of each year
during the Term, Landlord shall deliver to Tenant a Final Statement. If Tenant has a Payment Deficit, then Tenant shall pay the
full amount of the Payment Deficit to Landlord within thirty (30) days after Landlord delivers to Tenant the Final Statement
for the previous year. Any payment not made within such thirty (30) day period shall be a late payment as provided in Section 5.10.
Conversely, if: (a) Tenant has a Payment Credit; and (b) there is no Event of Default or any event which, with the passage
of time or giving or notice, would be an Event of Default; then Landlord shall offset such amount against the next installment
of Rent due under the Lease, unless the Lease has expired or has been terminated (and all Rent due under the Lease been paid),
in which event such sums shall be refunded to Tenant with the Final Statement. Landlord's and Tenant's obligations to reconcile
shall survive the expiration or termination of this Lease. Landlord's failure to deliver a Final Statement to Tenant shall not
relieve Tenant of any of its obligations to pay Additional Rent. Where only a portion of a calendar year falls within the Term,
Tenant's Additional Rent for such partial calendar year shall be prorated based on the number of days of such calendar year as
shall fall within the Term.



 




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		5.5	Records and Audits. Landlord shall keep accurate books
and records relating to Tax Costs and Operating Costs. Such books and records shall be made available for inspection and audit
by Tenant or its representatives at Landlord's principal office or other location acceptable to Tenant during regular business
hours on reasonable prior notice. A Final Statement shall be final and not subject to dispute or audit unless a request to audit
said Final Statement is made by Tenant to Landlord within ninety (90) days after its delivery to Tenant and completed within
thirty (30) days of Tenant's request. Any such audit shall be conducted by Tenant's employees or by a certified public accountant
practicing in the Indianapolis area (who is not paid on a contingency basis) and shall be at the expense of Tenant, unless it discloses
an overstatement of Tax Costs and Operating Costs for a calendar year of five percent (5%) or more, in which case Landlord
shall reimburse Tenant for the costs of such audit within thirty (30) days after request by Tenant to Landlord for reimbursement
of such costs. Any adjustments to the payment of Additional Rent, as disclosed by the audit, shall be paid by the Landlord to Tenant
if the audit disclosed that the Tax Costs or Operating Costs were overstated, or shall be paid by Tenant to Landlord if the audit
disclosed Tax Costs or Operating Costs were understated, within thirty (30) days of the receipt of the audit by the applicable
party. Landlord shall be entitled to have the audit reviewed by its accountant and the party preparing the audit and Landlord's
accountant shall mutually resolve any dispute regarding the same. If they cannot reach agreement, a third party accountant selected
by Tenant from a panel of five (5) chosen by Landlord shall make a final determination as to such disputed matter. The cost
of the third accountant shall be divided between Landlord and Tenant unless the overstatement of the Tax Costs and Operating Costs
was in excess of five percent (5%), in which case the cost shall be paid as set forth above.



 


		5.6	Utility Requirements. Tenant shall pay any Utility
Costs incurred by Landlord.



 


		5.7	Additional HVAC Units. If Tenant maintains or installs
(subject to Landlord's approval as provided in Section 6.3) separate HVAC unit(s) in the Leased Premises, then Tenant shall,
at its own cost and expense, throughout the Term, keep in place a maintenance contract for all such HVAC units, providing for periodic
inspections and maintenance of the same, consistent with the manufacturer's recommendations and the customary practice of heating
and cooling contractors. The contract shall be with a professional heating and cooling company reasonably acceptable to Landlord.



 


		5.8	Additional Services and Expenses. Landlord shall not
be obligated to furnish any services or utilities other than those specified in Section 6.1.



 


		5.9	Place of Payment. All Rent payments shall be made to
Landlord, and shall be sent to Landlord at Landlord's Notice Address or at such other place as Landlord shall from time to time
designate in writing. All Rent shall be paid without relief from valuation and appraisement laws.



 


		5.10	Late Payments. If any payment of Rent is not received
by Landlord by the date due, then Tenant shall pay to Landlord on demand an administrative fee of Two Hundred Dollars ($200.00).
In addition, Tenant shall pay to Landlord interest on the unpaid Rent from the date due to the date of payment at the rate as provided
in the following Section 10.9. Amounts recoverable from Tenant pursuant to this Section shall be: (a) in addition to,
and not in lieu of, any other right or remedy that Landlord may have hereunder, at law, or in equity; and (b) payable by Tenant,
even if: (i) Landlord has not notified Tenant of the unpaid Rent; and (ii) there is not an Event of Default with respect
to the unpaid Rent.



 




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Article
6

SERVICES, ALTERATIONS, MAINTENANCE AND REPAIRS


 


		6.1	General Services. Subject to the provisions contained
elsewhere in this Article 6 and in Article 10, and subject to reimbursement therefor as part of Operating Costs as provided
above, Landlord shall cause the following services to be furnished during the Term to the Building (the "Services"):
(i)  water for drinking, toilet purposes and sewer services on a twenty-four (24) hour, three hundred sixty-five (365)
day a year basis; (ii) electricity on a twenty-four (24) hour, three hundred sixty-five (365) day a year basis;
(iii) heating, ventilating and air conditioning, as required for the comfortable use and occupancy of the Building as are
customarily furnished by comparable buildings in the Indianapolis metropolitan area; provided, however, that heating, ventilating
and air conditioning service to Building at times other than Normal Business Hours shall be furnished only upon the written request
of Tenant delivered to Landlord on or before 4:00 p.m. one (1) business day prior to the date such service is required;
(iv) janitorial and cleaning services as are customarily furnished in comparable buildings in the Indianapolis metropolitan
area; and (v) normal trash removal services as are customary for comparable buildings in the Indianapolis metropolitan area.
Tenant, at its cost and expense, shall obtain and pay for all telephone services and computer/data services furnished to the Leased
Premises.



 


		6.2	Suspension of Services. Landlord reserves the right
to suspend provision of the Services, and to modify or make substitutions as to the nature, kind, quantity or character of the
Services provided, when necessary or advisable by reason of governmental regulations, civil commotion, strike or riot, fire or
other accident or emergency, or for necessary repairs, alterations, or improvements, or if any Service may not be reasonably available
on account of energy shortages or for any other reason beyond the power or control of Landlord. No suspension, modification or
substitution of any Service by Landlord, and no interruption of any Service by reason of governmental regulations, civil commotion,
strike or riot, fire or other accident or emergency, or for repairs, alterations or improvements, shall constitute an actual or
constructive eviction in whole or in part, or entitle Tenant to any abatement or diminution of Rent, or relieve Tenant from any
of Tenant's obligations under this Lease or impose any liability upon Landlord or its agents by reason of inconvenience or annoyance
to Tenant or injury to or interruption of Tenant's business or otherwise; provided that: (a) in the event of a suspension
or interruption of any Service required by Tenant for the use of the Leased Premises, Landlord shall use commercially reasonable
efforts to restore or reinstate the suspended or interrupted Service; and (b) in the event of a suspension or interruption
of any Service required for the use of the Leased Premises that: (i) results solely from the negligence of Landlord; and (ii) continues
for seven (7) consecutive days without restoration or reinstatement; then, subject to the last sentence of this Section 6.2,
the Minimum Rent herein provided shall be abated from the date that is seven (7) days after such Service is suspended or interrupted
until the date on which the Service is restored or reinstated so that Tenant is able to use the Leased Premises. Notwithstanding
the above, in the event that Landlord is entitled to receive reimbursement of any Rent lost due to an interruption in or a suspension
of Services under any rent loss insurance policy which Landlord then has in place, Landlord shall file a claim for such loss and,
to the extent that Landlord actually receives insurance proceeds related to such claim which are allocated to Tenant's Rent, as
reasonably determined by Landlord, Tenant shall not be obligated to pay any such Rent for which Landlord has received reimbursement.
The foregoing shall not, however, create any obligation on the part of Landlord to maintain any rent loss insurance. In no event,
however, shall Tenant be entitled to the abatement of any Rent if Tenant is able to operate its business in the Leased Premises.



 


		6.3	Tenant Alterations; Prior Approval by Landlord Required.
Following Substantial Completion of the Leased Premises, any alterations, improvements, additions, changes or modifications to
the Leased Premises, except for minor decorating or cosmetic alterations not affecting the structure of the Building or its internal
services or its exterior appearance or its interior appearance, if observable from outside of the Building, may be made only by
Landlord or someone under Landlord's direction at the sole expense of Tenant and subject to the prior written approval by Landlord
of all such alterations, improvements, additions, changes and modifications, including (without limitation) approval of the plans,
specifications and materials therefor. All alterations, additions, repairs, modifications, changes and improvements to the Leased
Premises shall be done in a good and workmanlike manner and shall not in any way affect the structure of the Building.



 




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		6.4	Tenant Alterations; Property of Landlord.
All alterations, additions, repairs, modifications, changes and improvements to the Leased Premises shall be and remain the property
of Landlord, except unattached trade fixtures and equipment, office furniture and office equipment, and other unattached and moveable
personal property, and except improvements to be removed by Tenant as provided in Section 3.2.



 


		6.5	Liens. Tenant shall not suffer or cause the filing
of any mechanic's lien against the Leased Premises or the Real Estate or Building. If any mechanic's lien is filed against the
Leased Premises or the Real Estate or Building or any part thereof for work claimed to have been done for, or materials claimed
to have been furnished to, Tenant, then Tenant shall cause such mechanic's lien to be discharged of record by bonding or as provided
or required by Law by the earlier of (a) forty-five (45) days after notice of the filing or (b) within twenty (20)
days after notice of the filing of an action to foreclose such lien is provided to Tenant. Tenant shall indemnify and hold harmless
Landlord from and against any and all claims, judgments, liabilities, losses, costs, and expenses (including, without limitation,
reasonable attorneys' fees and court costs) incurred by Landlord as a result of, or in connection with, any such mechanic's lien.
All liens suffered or caused by Tenant shall attach to Tenant's interest only. Nothing in this Lease shall be deemed or construed
to constitute consent to, or request of, any party for the performance of any work for, or the furnishing of any materials to,
Tenant, nor as giving Tenant the right or authority to contract for, authorize, or permit the performance of any work or the furnishing
of any materials that would permit the attaching of a mechanic's lien to Landlord's interest.



 


		6.6	Maintenance by Landlord: All maintenance, repairs and
replacements to the Common Areas and/or the Building (excluding trade fixtures and equipment, office equipment and furniture and
furnishings, any additional HVAC units installed pursuant to Section 5.7, the maintenance, repair and replacement of which
shall be the sole responsibility of Tenant under the provision of the following Section 6.7 of this Lease), and the Building
systems and equipment (including mechanical systems and equipment) shall be the responsibility of Landlord, subject to reimbursement
therefor as part of Operating Costs to the extent provided above. Landlord shall keep the same in good condition, order and repair
at all times during the Term. Notwithstanding the foregoing, Tenant shall pay for all repairs or replacements resulting from the
negligence or willful misconduct of Tenant or its subtenants or other occupants of the Leased Premises or the respective agents,
employees, contractors or invitees of any of the foregoing, to the extent the same is not reimbursed by Landlord's insurance.



 


		6.7	Maintenance by Tenant. Tenant shall make all repairs
to the Leased Premises not required to be made by Landlord pursuant to the preceding Section 6.6 and shall be responsible
for any redecorating, recarpeting, remodeling, alteration and painting required by Tenant during the Term (other than the initial
leasehold improvements to be performed by Landlord pursuant to the Workletter Agreement).



 




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Article
7

COMMON AREAS


 


		7.1	Control by Landlord. All driveways, entrances, exits,
aisles, parking spaces, truck-ways, and pedestrian sidewalks, pathways and ramps located on the Real Estate (collectively, "Common
Areas") shall be available for the non-exclusive use, in common, of Tenant, all other tenants of the Building, Landlord
and all other occupants of the development of which the Leased Premises are a part and their respective employees, guests and invitees,
subject to any covenants or restrictions in any ground lease, underlying lease, easements, agreements, declarations or any other
recorded documents applicable to the Real Estate or such Common Areas (the "Covenants"). Such Common Areas at
all times shall be subject to regulation and management by Landlord and others entitled to regulate the same pursuant to the Covenants,
and Tenant agrees to abide by the Rules, or by any rules or use limitations now or hereafter in place pursuant to the Covenants,
and to use its best efforts to cause its employees, guests and invitees to do the same.



 


		7.2	Changes in Building and Common Areas. Landlord reserves
the right, at any time, without the same constituting an actual or constructive eviction, and without incurring any liability to
Tenant therefor, (i)  to remove, add, improve, repair and close, on a temporary basis, the Common Areas or any part thereof;
(ii) to change the name, address, number or designation by which the Building or the Real Estate commonly is known; and (iii) to
take such other actions as Landlord deems necessary or desirable with a view to the convenient use of the Common Areas. Notwithstanding
anything to the contrary set forth herein, Landlord shall not exercise the rights reserved to it in this Section in a manner that:
(a) reduces the number of parking spaces available to the Building during Normal Business Hours to fewer than that required
under the applicable land use ordinance; or (b) denies reasonable access to the Leased Premises.



 


Article
8

ASSIGNMENT AND SUBLETTING


 


		8.1	Landlord's Consent Required. Tenant shall not assign,
mortgage, encumber or transfer this Lease, or sublet the Leased Premises, in whole or in part, nor grant a license or concession
in connection therewith, without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion.
This prohibition shall include any act that has the effect of an Assignment by Operation of Law. The consent by Landlord to any
assignment or subletting shall not constitute a waiver of the requirement for such consent to any subsequent assignment or subletting.



 


		8.2	Notification of Landlord. In the event that Tenant
desires to assign this Lease or sublet the Leased Premises, in whole or in part, Tenant shall:



 


		(a)	notify Landlord of the name of the assignee, subtenant or the Purchaser,
if a Stock Sale, the names of the officers and controlling shareholders or partners of the assignee, subtenant or Purchaser and
the nature of the assignee's or subtenant's business; and



 


		(b)	provide to Landlord upon request current certified financial records
of the assignee or subtenant and any other information concerning the assignee, subtenant or Purchaser that Landlord may reasonably
request.



 


		8.3	Response by Landlord. Within fifteen (15) business
days after receipt of the last to be received of such notice, financial records and other information, Landlord shall respond to
Tenant's request for consent to the proposed assignment or sublease. In any event, Tenant shall remain fully liable to perform
all of the terms and conditions of this Lease.



 




    	-13-



    	 



    

 


		8.4	Excess Consideration on Assignment or Subletting. In
the event Landlord consents to Tenant assigning or subletting all or a portion of the Leased Premises, fifty percent (50%)
of the amount by which any rent accruing to Tenant as the result of such subletting in excess of the rent then being paid by Tenant
with respect to the subleased premises and any other economic consideration received or to be received by Tenant in connection
with any subletting or assignment, which exceeds all costs and expenses incurred by Tenant in connection with such sublease or
assignment, including (but not limited to) brokerage commissions, attorneys' fees, and costs of tenant improvements, relocation
payments and other concessions payable to the subtenant or assignee, shall be paid to Landlord as Rent within ten (10) business
days following receipt thereof by Tenant.



 


Article
9

INSURANCE AND INDEMNIFICATION


 


		9.1	Property Insurance; Landlord's Responsibility. Landlord
shall carry at all times during the Term of this Lease a policy of insurance that insures the Building against loss or damage by
fire or other perils against which insurance is afforded by a standard "all-risk" coverage insurance policy; provided
that Landlord shall not be responsible for, and shall not be obligated to insure against, any loss of or damage to any personal
property of Tenant or that Tenant may have in the Building or on the Leased Premises, or personal property of others in, on or
about the Leased Premises, including any trade fixtures or equipment or office equipment installed by Tenant on the Leased Premises,
or any additional improvements that Tenant may construct in the Building, and Landlord shall not be liable for any loss or damage
to such property. Landlord may, at its election, carry any additional insurance which it determines is appropriate for the operation
of the Building, including, without limitation, rent loss insurance.



 


		9.2	Property Insurance; Tenant's Responsibility. Tenant,
at its expense, shall carry at all times during the Term of this Lease one (1) or more policies of fire and "all-risk"
coverage insurance policy with respect to any property located in, on or about the Leased Premises in which Tenant has an insurable
interest as reasonably required to protect and insure Tenant's interest in such property.



 


		9.3	Liability Insurance; Landlord's Responsibility. Landlord
shall keep in full force and effect during the Term of this Lease commercial general liability insurance with respect to the operation
of the Building by Landlord having a minimum limit of combined coverage of bodily injury and property damage of not less than Three
Million Dollars ($3,000,000); provided, however, that Landlord may elect to self-insure the risks provided for hereunder and
in Section 9.1.



 


		9.4	Liability Insurance; Tenant's Responsibility. Tenant,
at its sole expense, shall keep in full force and effect during the Term of this Lease one (1) or more policies of commercial
general liability insurance with respect to the Leased Premises and Tenant's use and occupancy thereof protecting Landlord and
Tenant from all causes, including their own negligence, naming Landlord as an additional insured and having a minimum limit of
combined coverage of bodily injury and property damage of not less than Three Million Dollars ($3,000,000). The company or companies
issuing such policies of insurance shall be reasonably approved by Landlord. Such insurance policies required to be maintained
by Tenant under this Lease shall contain a clause that the insurer will not cancel or change the insurance without first giving
Landlord and Tenant thirty (30) days' prior notice. Tenant shall deliver to Landlord a copy of the policy or a certificate
of insurance maintained by Tenant pursuant to this Section 9.4 and Section 9.2 above.



 




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		9.5	Mutual Waiver of Subrogation. Landlord and Tenant hereby
release each other and each other's employees and agents from any and all liability for any loss of or damage to the Leased Premises,
the Building or personal property within the Building by reason of fire or other peril to the extent that the same is insured or
required by this Lease to be insured against under a standard fire and "all-risk" coverage insurance policy, regardless
of cause, including the negligence of Landlord or Tenant or their respective employees, agents, customers and invitees, and agree
that such insurance carried by either of them shall contain a clause whereby the insurer waives its right of subrogation against
the other party. Because the provisions of this Section 9.5 are intended to preclude the assignment of any claim mentioned
herein by way of subrogation or otherwise to an insurer or any other person, each party to this Lease shall give to each insurance
company that has issued to it one (1) or more policies of fire and "all-risk" coverage insurance notice of the provisions
of this Section 9.5 and have such insurance policies properly endorsed, if necessary, to prevent the invalidation of such
insurance by reason of the provisions of this Section 9.5.



 


		9.6	Tenant's Property. Notwithstanding anything in this
Lease to the contrary, Tenant shall bear the risk of any loss or damage to its property, regardless of the cause of the same, including,
without limitation, Landlord's negligence; and Tenant hereby releases Landlord from any and all liability for the same.



 


		9.7	Tenant's Indemnification of Landlord. Subject to the
terms and conditions of Section 9.5, Tenant shall indemnify Landlord and hold it harmless from any and all liability for any
loss of or damage or injury to any person (including death resulting therefrom) or property occurring in, on or about the Leased
Premises, regardless of cause, except to the extent caused by the sole negligence or willful misconduct of Landlord or its employees,
agents or contractors.



 


		9.8	Obligation to Indemnify; Duties Included. Any obligation
to indemnify Landlord under this Lease shall include the duty to defend against any claims asserted by reason of such loss, damage
or injury with counsel reasonably acceptable to Landlord and to pay any judgments, settlements, costs, fees and expenses, including
reasonable attorneys' fees, incurred in connection therewith.



 


Article
10

TERMINATION AND DEFAULT


 


		10.1	Default by Tenant; When Notice Required. Each of the
following shall be deemed a default by Tenant:



 


		(a)	Tenant's failure to pay Rent as herein provided when due and the
continuance of such default for ten (10) days after the due date therefore;



 


		(b)	Tenant's failure to perform any other term, condition or covenant
of this Lease to be observed by Tenant and the continuance of such default after ten (10) days' written notice from Landlord
to Tenant (except in the event such default is of a nature as not to be reasonably susceptible to cure within said ten (10)
day period, in which case the period of cure shall be extended so long as Tenant commences its efforts to cure within said ten (10)
day period and thereafter diligently pursues and completes such cure within sixty (60) days after such written notice);



 


		(c)	Tenant's vacation or abandonment of the Leased Premises;



 


		(d)	The sale of Tenant's leasehold interest hereunder pursuant to execution;



 


		(e)	The adjudication of Tenant as a bankrupt;



 


		(f)	The making by Tenant of a general assignment for the benefit of creditors;



 




    	-15-



    	 



    

 


		(g)	The appointment of a receiver in equity for Tenant's property if
such appointment is not vacated or satisfied within thirty (30) days from the date of such appointment;



 


		(h)	The appointment of a trustee or receiver for Tenant's property in
a reorganization, arrangement or other bankruptcy proceeding if such appointment is not vacated or set aside within thirty (30)
days from the date of such appointment;



 


		(i)	Tenant's filing of a voluntary petition in bankruptcy or for reorganization
or arrangement or the filing of an involuntary petition in bankruptcy or for reorganization or arrangement against Tenant if such
petition is not vacated within thirty (30) days after the filing thereof; or



 


		(j)	Tenant's filing of an answer admitting bankruptcy or agreeing to
reorganization or arrangement.



 


		10.2	Landlord's Remedies; Repossession, Removal and Reletting.
In the event of a default as provided in, and subject to the notice and cure periods of, Section 10.1 above ("Event
of Default") by Tenant, Landlord may take possession of the Leased Premises, remove Tenant's property and relet the Leased
Premises. Any such repossession, removal and reletting shall not terminate this Lease or Tenant's obligations under this Lease,
absent a notice of termination from Landlord, and any Default Damages and/or Reletting Costs, together with interest thereon as
provided in Section 10.9, shall be paid by Tenant immediately upon notice. Upon any reletting, all rentals received by Landlord
from such reletting shall be applied: first to the payment of Default Damages and Reletting Costs; second to the payment of Rent
and any other indebtedness due and unpaid hereunder; and the remainder, if any, shall be held by Landlord and applied in payment
of future Rent as it becomes due and payable hereunder. If the rentals received from such reletting during any month are less than
the amounts to be paid by Tenant hereunder during that month, Tenant shall pay such deficiency to Landlord. Notwithstanding any
reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for any previous Event of Default.



 


		10.3	Landlord's Remedies; Termination of Lease and Immediate Recovery
of All Damages. Following an Event of a Default by Tenant, Landlord may terminate this Lease effective immediately upon
notice of termination to Tenant, and, in addition to any other remedy Landlord may have, Landlord immediately may recover from
Tenant: (a) all Rent and other indebtedness due and unpaid hereunder; (b) all Default Damages; and (c) an amount
equal to the Rent provided for in this Lease (which shall consist of the Rent at the annual rate payable at the time, including
the amount paid or payable by Tenant as Additional Rent immediately preceding the termination of this Lease, as well as all projected
increases in such Rent, based on the Minimum Rent provided for in this Lease and reasonably estimated Additional Rent, for all
calendar years succeeding the termination of this Lease) for the remainder of the Term, discounted at the rate of four percent
(4%) per annum, as liquidated damages. Such amount shall be immediately due and payable. Tenant's liability for the foregoing amounts
shall survive any termination of this Lease.



 


		10.4	Cure of Default for Tenant's Account. If there is an
uncured Event of Default by Tenant, Landlord may cure the Event of Default for the account of Tenant. If, in curing such Event
of Default, Landlord pays any sum of money or incurs any expense, such sum or expense so paid or incurred shall be reimbursed by
Tenant upon demand by Landlord, and, until paid, shall bear interest from the date paid or advanced by Landlord at the rate provided
in Section 10.9.



 




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		10.5	Expenses and Attorneys' Fees. The non-prevailing party
shall pay the reasonable costs and expenses (including court costs and reasonable attorneys' fees) incurred by the prevailing party
in successfully enforcing or defending any provision of this Lease against the non-prevailing party.



 


		10.6	Non-waiver. Any action taken by Landlord under this
Article 10 shall not operate as a waiver of any right that Landlord would otherwise have against Tenant for Rent or otherwise,
and Tenant shall remain responsible to Landlord for any loss or damage suffered by Landlord by reason of an Event of Default. Either
party's failure to exercise any right under this Lease in the event of a default by the other shall not prevent the non-defaulting
party from thereafter exercising such right for the same or any other default. The non-defaulting party's rights and remedies hereunder
are cumulative, and exercise by the non-defaulting party of any of its rights in the event of a default by the other shall not
be deemed an election and shall not prevent the non-defaulting party from thereafter resorting to any remedy available to it hereunder
or by law for the same or any other default.



 


		10.7	Default by Landlord; Notification by Tenant. Landlord
shall in no event be charged with default in the performance of any of its obligations hereunder unless and until Landlord shall
have failed to perform such obligations within thirty (30) days after notice to Landlord by Tenant properly specifying wherein
Landlord has failed to perform any such obligations; provided that if the matter that is the subject of the notice is of such a
nature that the same cannot be corrected within thirty (30) days, then no default shall be deemed to have occurred if Landlord,
before the expiration of the thirty (30) day period from the date of giving of notice by Tenant, commences to correct any
such default and thereafter diligently prosecutes the same to completion. In no event shall Tenant be entitled to withhold the
payment of Rent or to offset any amounts against Rent due as a result of Landlord's default. If Landlord shall fail to perform
any of its obligations under this Lease and if Tenant shall, as a consequence thereof, recover a money judgment against Landlord,
Tenant agrees that it shall look solely to Landlord's right, title and interest in and to the Real Estate and the Building and
all proceeds therefrom for the collection of such judgment; and Tenant further agrees that no other assets of Landlord shall be
subject to levy, execution or other process for the satisfaction of Tenant's judgment and that Landlord shall not be liable for
any deficiency. In the event of a sale or other transfer of Landlord's interest in the Real Estate and the Building (except a mortgage
or other transfer as security for a debt), the "Landlord" named in Part I (or, in the case of a subsequent transfer,
the transferor) shall, after the date of such transfer, be automatically released from liability for the performance of any obligation
occurring after the date of such transfer, and the transferee shall be deemed to have assumed all of such obligations.



 


		10.8	Application of Payments; Acceptance of Checks. Landlord
shall have the right to apply any payments made by Tenant to the satisfaction of any debt or obligation of Tenant to Landlord according
to Landlord's sole discretion and regardless of the instructions of Tenant as to application of any such sum, whether such instructions
be endorsed upon Tenant's check or otherwise, unless otherwise agreed by both parties in writing. The acceptance by Landlord of
a check or checks drawn by others than Tenant shall in no way affect Tenant's liability hereunder nor shall it be deemed an approval
of any assignment of this Lease by Tenant.



 


		10.9	Interest as Additional Rent. Whenever in this Lease
it is provided that a payment not made by Tenant when due, or by a specified date, shall thereafter bear interest, the rate of
interest applicable in each such case from and after such due date or specified date shall be 18% per annum, and all such interest
shall be deemed payable by Tenant as Rent under this Lease.



 




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Article
11

DESTRUCTION OR CONDEMNATION


 


		11.1	Destruction; Option to Terminate. In the event of Complete
Destruction of the Leased Premises or Building, Landlord shall have the right to terminate this Lease by giving Tenant notice of
such election within forty-five (45) days after the occurrence of the Complete Destruction, and this Lease shall terminate
as of fifteen (15) days after the date such notice is given; provided that Minimum Rent and Additional Rent shall be abated
as of the date of the Complete Destruction. In the event Landlord does not elect to terminate this Lease following a Complete Destruction
of the Leased Premises, Landlord shall furnish to Tenant within sixty (60) days following such Complete Destruction, an estimate,
as reasonably determined by Landlord's architect, of the time necessary to complete the repair and restoration of the Leased Premises.
If such estimated period required for reconstruction is more than twelve (12) months after the date of such Complete Destruction
of the Leased Premises, Tenant may terminate this Lease by providing notice of such termination to Landlord no later than fifteen (15)
days from the date Tenant receives Landlord's notice of the estimated time required to restore the Leased Premises, which termination
shall be effective upon receipt of Tenant's notice. If neither Landlord nor Tenant terminate this Lease pursuant to the foregoing
provisions of this Section 11.1, or in the event of a Partial Destruction of the Leased Premises or the Building, Landlord,
at its expense, shall promptly repair and restore the Leased Premises and the Building to substantially the same condition it was
in prior to the Complete or Partial Destruction; provided that if a Complete or Partial Destruction of the Leased Premises occurs
during the last year of the Term, then Landlord (or Tenant solely with respect to a Complete Destruction) shall have the right
to terminate this Lease by giving the other party notice of such election within thirty (30) days after the occurrence of
the Complete or Partial Destruction, and this Lease shall terminate as of the date fifteen (15) days after such notice is
given.



 


		11.2	Destruction; Abatement of Rent. In the event of a Complete
or Partial Destruction of the Leased Premises, the Minimum Rent and Additional Rent, or a fair and equitable portion thereof (based
upon the proportion that the square footage of unusable space bears to the total rentable square footage of the Building), shall
be abated until such time as the Leased Premises is repaired and restored; provided that such Rent shall not be abated during any
period that Landlord provides Tenant with comparable alternative space. Landlord's obligation to repair and restore includes the
tenant finish work for which Landlord is required to maintain insurance pursuant to Section 9.1, but does not include personal
property (including office equipment) or improvements installed or owned by Tenant.



 


		11.3	Condemnation; Termination of Lease. If the entire Building
or Real Estate, or such portion thereof as will make the remainder unsuitable for the use permitted by this Lease, is condemned
by any legally constituted authority, or if a conveyance or other acquisition in lieu of such condemnation is made, then this Lease
shall terminate as of the date possession is required by the condemnor.



 


		11.4	Partial Condemnation; Repairs. In the event a portion
of the Building or Real Estate is so condemned or conveyed, but the remainder is suitable (or through repair can be made suitable)
for the use permitted by this Lease, Landlord shall promptly make the necessary repairs and this Lease shall not terminate.



 


		11.5	Compensation. All compensation paid in connection with
any condemnation shall belong to and be the sole property of the Landlord, except to the extent of any specific award to the Tenant
for the taking of any trade fixtures or other tangible personal property or for moving expenses.



 




    	-18-



    	 



    

 


Article
12

ESTOPPEL CERTIFICATE, SUBORDINATION AND ATTORNMENT


 


		12.1	Estoppel Certificates. Tenant shall, within ten (10)
days after any request in writing from Landlord, execute, acknowledge and deliver to Landlord or any person or entity designated
by Landlord a statement in writing in the form of Exhibit D attached hereto or such other form as may be reasonably required
by the Mortgagee, prospective purchaser or other party requesting such statement certifying as to certain matters relating to this
Lease, including, without limitation the fact that this Lease is unmodified, in full force and effect, and that there are no defenses
or offsets thereto (or stating any modifications and claimed defenses or offsets), and the dates to which the Rent has been paid.



 


		12.2	Default by Landlord; Copy of Notice to Mortgagee. Tenant
agrees to give Mortgagee, by registered mail, a copy of any notice of default served upon Landlord, provided that prior to such
notice of default Tenant has been notified of the existence of such Mortgagee's mortgage and the address of such Mortgagee. Tenant
further agrees that if Landlord has failed to cure any such default within the time provided by Section 10.7, then Mortgagee
shall have an additional thirty (30) days within which to cure such default, or if such default cannot be cured within that
time, then such additional time as may be necessary to effect such cure if within such thirty (30) days Mortgagee has commenced
and is diligently pursuing the remedies necessary to cure such default, including, without limitation commencement of foreclosure
proceedings if necessary to effect such cure.



 


		12.3	Subordination. This Lease is and shall be subordinate
to all ground leases and underlying leases and to the lien of any mortgage or mortgages, or the lien resulting from any other method
of financing or refinancing, now or hereafter affecting such leases and/or Landlord's leasehold interest in the Real Estate and/or
the Building and to all advances made or hereafter to be made upon the security thereof; provided, however, that any such instrument
shall recognize Tenant's right of non-disturbance so long as Tenant is not in default under this Lease. No instrument or act on
the part of Tenant shall be necessary to effectuate the subordination provided for herein, but Tenant shall, nevertheless, execute
and deliver such further instruments not inconsistent with the terms hereof subordinating this Lease to any such leases or mortgages
as may be requested by any such landlord or mortgagee. Upon request by Landlord at any time, Tenant shall execute and deliver,
within ten (10) days after such request, to any Mortgagee an agreement consistent with this Section 12.3 as may be reasonably
requested by such Mortgagee.



 


		12.4	Attornment. In the event any proceedings are brought
for the foreclosure of any mortgage covering Landlord's leasehold interest in the Real Estate or the Building, Tenant shall attorn
to the purchaser upon any sale resulting, directly or indirectly, from such proceedings and recognize such purchaser as the Landlord
under this Lease.



 


Article
13

MISCELLANEOUS PROVISIONS


 


		13.1	Governing Law. This Lease shall be governed by the
laws of the State of Indiana.



 


		13.2	Interpretation. The captions and article and section
numbers appearing in this Lease are for convenience of reference only; they shall not be considered a part of this Lease, nor shall
they modify, amend or in any way affect the interpretation of its provisions. This Lease contains the entire agreement between
the parties and shall not be modified in any manner except by an instrument in writing executed by the parties hereto. When applicable,
use of the singular form of any word shall mean or apply to the plural and the neuter form shall mean or apply to the feminine
or masculine.



 




    	-19-



    	 



    

 


		13.3	Severability. If any term or provision of this Lease
shall be invalid or unenforceable, the remainder of this Lease nevertheless shall be valid and enforceable to the fullest extent
permitted by law.



 


		13.4	Notices. All notices, payments and demands that may
or are required to be given by either party to the other hereunder shall be in writing and shall be deemed to be given when mailed
by United States mail (certified or registered mail in the case of notices and demands), postage prepaid or sent by over-night
commercial courier, delivery guaranteed, addressed to Tenant at Tenant's Notice Address or addressed to Landlord at Landlord's
Notice Address. Any party may change its Notice Address from time to time by notice given as provided above.



 


		13.5	Brokers. Tenant and Landlord represent and warrant
that they have not dealt with any broker or similar person in connection with this Lease and/or the leasing of the Leased Premises.
Each party shall indemnify the other from any liability for compensation payable to any broker or similar person claiming to have
dealt with Tenant or Landlord, as the case may be, in connection with this Lease and/or the leasing of the Leased Premises. 



 


		13.6	Quiet Enjoyment. So long as no Event of Default currently
exists, Tenant at all times during the Term shall have the peaceable and quiet enjoyment of possession of the Leased Premises without
hindrance from Landlord or any parties lawfully claiming under Landlord, subject, however, to any ground lease, underlying lease,
or mortgage or similar lien to which this Lease is subordinate and to the rights of any landlord or mortgagee (as applicable) thereunder.



 


		13.7	Access. Landlord reserves the right to enter the Leased
Premises in any emergency and at any and all reasonable times, and to inspect the same, and, as reasonably deemed necessary by
Landlord, to alter, improve or repair the Leased Premises, the Building or the Real Estate on which the Building is located, without
abatement of Rent; provided that, so long as no emergency exists, Landlord shall use commercially reasonable efforts to avoid materially
interfering with the conduct of Tenant's business in the Leased Premises. Subject to the above, Tenant hereby waives as against
Landlord: (a) any claim for damage for any injury or inconvenience to or interference with Tenant's business; (b) any
loss of occupancy or quiet enjoyment of the Leased Premises; and (c) and any other loss occasioned; in any case as a result
of Landlord's entry upon the Leased Premises pursuant to the terms and conditions of this Section.



 


		13.8	Hazardous Substances.



 


		(a)	Notwithstanding anything to the contrary set forth herein, Tenant
shall not: (i) use or permit the use of the Leased Premises for the treatment or disposal of any Hazardous Substances; or
(ii) store or use or permit the storage or use of any Hazardous Substance on the Leased Premises, except for such storage
and usage of those types and minimal amounts of Hazardous Substances, as are ordinary, customary and necessary for the operations
permitted under this Lease and stored and/or used in strict conformity with all applicable Environmental Laws; provided that Tenant
or any other occupants of the Leased Premises shall not stockpile Hazardous Substances or otherwise store more Hazardous Substances
on the Leased Premises than are ordinary, customary and necessary to conduct with reasonable dispatch the operations permitted
under this Lease. All storage, usage, and transportation of Hazardous Substances shall be conducted in compliance with the Laws
and Rules, and Tenant shall take all necessary and appropriate safety precautions in connection with such storage, usage, and transportation.



 




    	-20-



    	 



    

 


		(b)	Tenant agrees to indemnify and hold harmless Landlord, and any party
affiliated with Landlord, from and against any and all claims, judgments, liabilities, losses, costs, and expenses (including,
without limitation, reasonable attorneys' fees and court costs) arising from, or in connection with: (i) any treatment, disposal,
storage or usage of any Hazardous Substances in, on, or about the Leased Premises; or (ii) any transportation of any Hazardous
Substances to or from the Leased Premises, whether or not such storage or usage constitutes a failure of Tenant fully to observe
or perform its obligations under this Section or fully to comply with or observe the limitations and restrictions under this Section.
The claims, judgments, liabilities, losses, costs, and expenses from and against which Tenant has agreed to indemnify and hold
harmless Landlord, and any party affiliated with Landlord, under this Section shall include (without limitation) the following:
(i) any obligation or liability of Tenant or Landlord under any Law to remove any Hazardous Substance or contaminated soil
or groundwater, from the Leased Premises, the Building or the Real Estate, "clean up" any contamination of the soil or
the groundwater in, on, or under the Building or the Real Estate, or perform any remediation of or for the Leased Premises, the
Building or the Real Estate; (ii) all charges, fines, or penalties imposed by governmental authority or under any Law governing
Hazardous Substances; and (iii) all claims by, and liabilities to, any third party.



 


		13.9	Tenant's Options. In no event shall Tenant be entitled
to exercise any option under this Lease, including, without limitation, an option to expand or contract the Leased Premises or
an option to extend the Term, to the extent expressly provided for herein, in the event that as of the date of the notice of Tenant's
exercise of such option or as of the date such option would otherwise take effect, an Event of Default exists.



 


		13.10	Successors and Assigns. The provisions of this Lease
shall apply to, bind and inure to the benefit of Landlord and Tenant and, subject to the limitations in Article 8, their respective
successors and assigns.



 


		13.11	Waiver of Trial by Jury. LANDLORD AND TENANT EXPRESSLY
AND KNOWINGLY WAIVE AND RELEASE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST
THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, TENANT'S USE OR OCCUPANCY OF THE LEASED PREMISES,
AND/OR ANY CLAIM FOR INJURY OR DAMAGE.



 


		13.12	No Offer. The submission of this document is neither
an offer to lease the Leased Premises nor an agreement by Landlord to reserve the Leased Premises for any Tenant. Landlord will
not be bound to Tenant until Tenant has duly executed and delivered duplicate originals of this Lease to Landlord and Landlord
has duly executed and delivered one (1) of those duplicate originals to Tenant.



 




    	-21-



    	 



    

 


		13.13	Compliance with Law; Regulatory Changes. It is the
parties' intent to comply strictly with all applicable Laws, including without limitation, Indiana State statutes, case laws, regulations
or general instructions, in connection with this Lease. In the event there shall be a change in the Indiana State statutes, case
laws, regulations or general instructions, the interpretation of any of the foregoing, the adoption of new federal or Indiana State
legislation, any of which are reasonably likely to materially and adversely affect the manner in which either party may perform
or be compensated for under this Lease or which shall make this Lease unlawful, the parties shall immediately enter into good faith
negotiations regarding an arrangement or basis for compensation for the use of the Leased Premises furnished pursuant to this Lease
that complies with the law, regulation, or policy and that approximates as closely as possible the economic position of the parties
prior to the change. In addition, the parties hereto have negotiated and prepared the terms of this Lease in good faith with the
intent that each and every one of the terms, covenants and conditions herein be binding upon and inure to the benefit of the respective
parties. Accordingly, if any one (1) or more of the terms, provisions, promises, covenants or conditions of this Lease or
the application thereof to any person or circumstance shall be adjudged to any extent invalid, unenforceable, void or voidable
for any reason whatsoever by a court of competent jurisdiction or an arbitration tribunal, such provision shall be as narrowly
construed as possible, and each and all of the remaining terms, provisions, promises, covenants and conditions of this Lease or
their application to other persons or circumstances shall not be affected thereby and shall be valid and enforceable to the fullest
extent permitted by law. To the extent this Lease is in violation of applicable law, then the parties agree to negotiate in good
faith to amend this Lease, to the extent possible consistent with its purposes, to conform to law.



 


		13.14	OFAC Compliance. Subject
to paragraph (d) below, Landlord and Tenant (each a "Party") each represents and warrants to the other that
(a) it and each person or entity owning an interest in it is (i) not currently identified on the Specially Designated
Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury ("OFAC")
and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively,
the "List"), and (ii) not a person or entity with whom a citizen of the United States is prohibited
to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation or
Executive Order of the President of the United States, (b) none of the funds or other assets of such Party constitute
property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as hereinafter defined), (c) no
Embargoed Person has any interest of any nature whatsoever in such Party (whether directly or indirectly), (d) none of the
funds of Tenant have been derived from any unlawful activity with the result that the investment in Tenant is prohibited by law
or that the Lease is in violation of law, (e) none of the funds of Landlord have been derived from any unlawful activity with
the result that the investment in the Leased Premises is prohibited by law or that the Lease is in violation of law, and (f) each
Party has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties
remain true and correct at all times. The term "Embargoed Person" means any person,, entity or government
subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C.
§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and
any Executive Orders or regulations promulgated thereunder with the result that the investment in Tenant is prohibited by law or
Tenant is in violation of law.



 


(a)         Subject
to paragraph (d) below, Tenant covenants and agrees (a) to comply with all requirements of law relating to money laundering,
anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect, (b) to immediately notify Landlord in writing
if any of the representations, warranties or covenants set forth in this paragraph or the preceding paragraph are no longer true
or have been breached or if Tenant has a reasonable basis to believe that they may no longer be true or have been breached, and
(c) not to use funds from any "Prohibited Person" (as such term is defined in the September 24, 2001, Executive
Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) to make
any payment due to Landlord under the Lease.


 




    	-22-



    	 



    

 


Landlord covenants
and agrees (a) to comply with all with all requirements of law relating to money laundering, anti-terrorism, trade embargos
and economic sanctions, now or hereafter in effect, (b) to immediately notify Tenant in writing if any of the representations,
warranties or covenants set forth in this paragraph or the preceding paragraph are no longer true or have been breached or if Landlord
has a reasonable basis to believe that they may no longer be true or have been breached, and (c) not to use funds from any
"Prohibited Person" as such term is defined in the September 24, 2001, Executive Order Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) to make any payment due to Tenant under the Lease.


 


(b)         Each
Party hereby acknowledges and agrees that such Party's inclusion on the
List at any time during the Term shall be a material default of the Lease. Notwithstanding anything herein to the contrary, neither
Party shall knowingly permit the Leased Premises or any portion thereof to be used or occupied by any person or entity on the List
or by any Embargoed Person (on a permanent, temporary or transient basis), and any such use or occupancy of the Leased Premises
by any such person or entity shall be a material default of the Lease notwithstanding that such use was not known by such Party.


 


(c)         This
section entitled OFAC Compliance shall not apply to any person or entity to the extent that such person's or entity's interest
in the Landlord or Tenant, as the case may be, is through a U.S. Publicly-Traded Entity. As used in this Agreement, "U.S.
Publicly-Traded Entity" means a Person (other than an individual) whose securities are listed on a national securities
exchange, or quoted on an automated quotation system, in the United States, or a wholly-owned subsidiary of such a person.


 


[Remainder of this page is intentionally
left blank. Signature page(s) to follow.]


 




    	-23-



    	 



    

 


IN WITNESS WHEREOF,
Landlord and Tenant have executed this Lease as of the day and year first written above.


 


	 	LANDLORD:
	 	 
	 	FIRST INTERNET BANCORP
	 	 
	 	By:	/s/David Becker
	 	 	David Becker, Chief Executive Officer
	 	 
	 	TENANT:
	 	FIRST INTERNET BANK OF INDIANA
	 	 
	 	By:	/s/C. Charles Perfetti
	 	 	C. Charles Perfetti, Senior Vice President


 




    	-24-



    	 



    

 


LIST OF EXHIBITS


 


		Exhibit A-1	Real Estate



 


		Exhibit A-2	Depiction of Leased Premises



 


		Exhibit B	Tenant Improvement Workletter Agreement



 


		Exhibit C	Letter Agreement



 


		Exhibit D	Tenant Estoppel Certificate



 


		Schedule I	Minimum Rent Schedule



 




    	-25-



    	 



    

 


EXHIBIT A


 


REAL ESTATE


 


Part of the Northwest Quarter of Section
6, Township 17 North, Range 5 East in Delaware Township, Hamilton County, Indiana, more particularly described as follows:


 


Commencing
at the Southwest corner of the Southwest Quarter of Section 6, Township 17 North, Range 5 East; thence North 00 degrees 04 minutes
40 seconds West (assumed bearing) on the West line of said Southwest Quarter 83.82 feet, original Government Survey, (84.97 feet,
measured) to the Southeast corner of the Southeast Quarter of Section 1, Township 17 North, Range 4 East; thence North 00 degrees
00 minutes 08 seconds East on the West line of said Southwest Quarter 1734.21 feet to a point which is 1819.18 feet Northerly of
the Southwest corner of the Southwest Quarter and also being the Northwest corner of real estate described in Warranty Deed recorded
in Deed Record 360, page 285 in the Office of the Recorder of Hamilton County, Indiana; thence South 88 degrees 59 minutes 52 seconds
East on the North line of said real estate 73.51 feet; thence North 00 degrees 00 minutes 08 seconds East parallel with said West
line 262.94 feet to the Southwest corner of real estate described in Instrument Number 8907678 in the Office of the Recorder of
Hamilton County, Indiana; thence following the perimeter of said real estate the following 5 courses: 1) North 00 degrees 00 minutes
08 seconds East parallel with said West line 75.61 feet to a point on a non-tangent curve, the radius point of which lies 673.00
feet South 68 degrees 34 minutes 28 seconds East of said point; 2) Northeasterly, curving to the right on said curve, an arc distance
of 118.86 feet to the point of tangency of said curve; 3) North 31 degrees 32 minutes 41 seconds East tangent with said curve 221.57
feet; 4) South 89 degrees 06 minutes 27 seconds East parallel with the South line of the Southwest Quarter 947.18 feet; 5) North
00 degrees 00 minutes 08 seconds East parallel with the West line of said Southwest Quarter 199.77 feet to the South line of the
Northwest Quarter, said point being a Northwest corner of said real estate described in said Instrument Number 8907678 and also
being the POINT OF BEGINNING of this description; thence North 88 degrees 33 minutes 56 seconds West along the South line of the
Northwest Quarter 49.06 feet to the edge of water of an existing lake; thence following said edge of water the following 11 courses:
1) North 06 degrees 14 minutes 34 seconds East 48.44 feet; 2) North 01 degree 19 minutes 09 seconds West 165.91 feet; 3) North
04 degrees 29 minutes 12 seconds West 97.73 feet; 4) North 01 degree 20 minutes 05 seconds East 57.82 feet; 5) North 04 degrees
20 minutes 34 seconds West 52.09 feet; 6) North 03 degrees 14 minutes 54 seconds East 148.47 feet; 7) North 01 degree 07 minutes
09 seconds West 91.23 feet; 8) North 03 degrees 05 minutes 41 seconds West 134.46 feet; 9) North 25 degrees 17 minutes 52 seconds
West 27.34 feet; 10) North 63 degrees 04 minutes 56 seconds West 90.23 feet; 11) North 87 degrees 11 minutes 22 seconds West 70.67
feet; thence departing said edge of water and running North 88 degrees 33 minutes 56 seconds West parallel to said South line of
the Northwest Quarter 154.21 feet to the existing Southeast back of curb of USA Parkway; thence following said back of curb the
following 10 courses: 1) an arc distance of 367.77 feet Northeasterly and Easterly along a curve to the right having a central
angle of 49 degrees 10 minutes 32 seconds and a radius of 428.50 feet (said curve being subtended by a long chord bearing North
58 degrees 09 minutes 11 seconds East a distance of 356.59 feet); 2) an arc distance of 489.68 feet Easterly and Southeasterly
along a curve to the right having a central angle of 65 degrees 21 minutes 51 seconds and a radius of 429.23 feet (said curve being
subtended by a long chord bearing South 64 degrees 45 minutes 20 seconds East a distance of 463.55 feet); 3) an arc distance of
261.41 feet Southeasterly and Southerly along a curve to the right having a central angle of 34 degrees 39 minutes 52 seconds and
a radius of 432.08 feet (said curve being subtended by a long chord bearing South 14 degrees 42 minutes 57 seconds East a distance
of 257.44 feet); 4) South 03 degrees 28 minutes 30 seconds West 90.39 feet; 5) an arc distance of 113.42 feet Southerly along a
curve to the left having a central angle of 13 degrees 04 minutes 24 seconds and a radius of 497.08 feet (said curve being subtended
by a long chord bearing South 01 degree 31 minutes 51 seconds East a distance of 113.17 feet); 6) an arc distance of 106.00 feet
Southerly along a curve to the left having a central angle of 12 degrees 15 minutes 23 seconds and a radius of 495.53 feet (said
curve being subtended by a long chord bearing South 15 degrees 27 minutes 01 seconds East a distance of 105.80 feet); 7) an arc
distance of 161.92 feet Southerly and Southeasterly along a curve to the left having a central angle of 21 degrees 58 minutes 50
seconds and a radius of 422.08 feet (said curve being subtended by a long chord bearing South 33 degrees 05 minutes 29 seconds
East a distance of 160.93 feet); 8) South 43 degrees 37 minutes 00 seconds East 34.58 feet; 9) an arc distance of 80.49 feet Southeasterly
and Southerly along a curve to the right having a central angle of 77 degrees 00 minutes 43 seconds and a radius of 59.88 feet
(said curve being subtended by a long chord bearing South 05 degrees 31 minutes 49 seconds East a distance of 74.57 feet); 10)
an arc distance of 86.87 feet Southerly along a curve to the left having a central angle of 31 degrees 12 minutes 22 seconds and
a radius of 159.49 feet (said curve being subtended by a long chord bearing South 09 degrees 18 minutes 14 seconds West a distance
of 85.80 feet) to the point at which the said back of curb of USA Parkway meets the South line of the Northwest Quarter of said
Section; thence departing said back of curb and running North 88 degrees 33 minutes 56 seconds West along said South line 15.59
feet to the Northeast corner of aforementioned real estate described in said Instrument Number 8907678; thence continuing North
88 degrees 33 minutes 56 seconds West along said South line of the Northwest Quarter and the North line of said real estate described
in Instrument Number 8907678 a distance of 527.58 feet to the POINT OF BEGINNING.


 




    	Exhibit A-1, Page 1



    	 



    

 


EXHIBIT B


 


TENANT IMPROVEMENT WORKLETTER AGREEMENT


 


		Re:	Tenant Improvement 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 Tenant Improvement Workletter Agreement (the "Workletter Agreement") a lease ("Lease"),
covering the space referred to above, as more particularly described in the Lease ("Leased Premises"). All terms
used herein with initial capital letters and not otherwise defined herein shall have the same meaning as in the Lease.


 


To induce Tenant to enter into the Lease
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 Workletter Agreement, perform the following work in the Leased Premises, which work shall hereinafter
be referred to as the "Work."



 


		a.	See the 11201 USA Parkway Scope Letter dated March 6, 2013 attached
hereto;



 


		b.	___________________________________________________;



 


		c.	___________________________________________________;



 


		d.	___________________________________________________; and



 


		e.	___________________________________________________.



 


		2.	Changes in the Work may be made, without invalidating any part of
the Lease or this 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 Work;



 


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



 


		c.	The manner in which the increase or decrease in the cost of the 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 Leased Premises, Tenant shall
identify any Punch List Items and provide Landlord with a complete list of such Punch List Items as part of the Letter Agreement
in the form of Exhibit C to the Lease.



 




    	Exhibit B, Page 1



    	 



    

 


		4.	All materials and installations constructed for Tenant within the
Leased Premises pursuant to this 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 Lease provides for the Commencement Date
to occur when Landlord has "substantially completed" the Work to be performed by Landlord as set forth in Paragraph 3
above; provided, however, that if Landlord shall be delayed in substantially completing the 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 Work that delay the completion
of the 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 Leased Premises
would have been substantially completed but for such Tenant Delays.


 


		6.	No part of the Leased Premises shall be deemed unavailable for occupancy
by Tenant, nor shall any work which Landlord is obligated to perform in such part of the Leased 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 Leased 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.



 


[Remainder of this page is intentionally
left blank. Signature page(s) to follow.]


 




    	Exhibit B, Page 2



    	 



    

 


This 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 Leased Premises,
and no additional agreements or obligations shall be effective unless signed by both Landlord and Tenant.


 


	LANDLORD:	 	TENANT:
	 	 	 
	FIRST INTERNET BANCORP	 	FIRST INTERNET BANK OF INDIANA
	 	 	 
	By:	 	 	By:	 
	 	David Becker, Chief Executive Officer	 	 	C. Charles Perfetti, Senior Vice President


 




    	Schedule I, Page 1



    	 



    

 


SCHEDULE 1


 


Minimum Rent Schedule


  


	Period:	 	Minimum Rent Per
 Square Foot	 	 	Minimum Annual Rent	 	 	Minimum Monthly Rent	 
	The Term	 	$	18.50	 	 	$	282,199.00	 	 	$	23,516.58	 



 




    	Schedule I, Page 1



    	 



    

 


EXHIBIT C


 


LETTER AGREEMENT


 


THIS AGREEMENT is made
as of the ______ day of _______________, 2013, 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 "Lease") made as of March ___, 2013, Landlord leased to Tenant certain premises
(the "Leased Premises") known as Suite ____, in the Building 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, Landlord and
Tenant now desire to set forth the Commencement Date and Expiration Date (as those terms are defined in the Lease) of the term
of the Lease, and to acknowledge Tenant's acceptance of the Leased Premises.


 


NOW, THEREFORE, Landlord
and Tenant do hereby agree as follows:


 


		1.	The Leased Premises has been substantially completed in accordance
with the terms of the Lease, excepting only: __________________________________________.



 


		2.	Tenant has accepted possession of the Leased Premises.



 


		3.	The term of the Lease commenced on ___________, 2013, and shall expire
on __________, 20__, unless sooner terminated or extended as provided therein. All references in the Lease to the Commencement
Date and Expiration Date shall mean the respective dates of commencement and expiration of the term of the Lease set forth in the
preceding sentence.



 


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



 


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



 


[Remainder of this page is intentionally
left blank. Signature page(s) to follow.]


 




    	Exhibit C, Page 1



    	 



    

 


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


 


	LANDLORD:	 	TENANT:
	 	 	 
	FIRST INTERNET BANCORP	 	FIRST INTERNET BANK OF INDIANA
	 	 	 
	By:	 	 	By:	 
	 	David Becker, Chief Executive Officer	 	 	C. Charles Perfetti, Senior Vice President


 




    	Exhibit C, Page 2



    	 



    

 


EXHIBIT D


 


TENANT ESTOPPEL CERTIFICATE


 


TO: __________________________________


 


		1.	The undersigned is the
tenant under that certain Lease dated ________________, 20__, by and between                                                                                        ,
as landlord ("Landlord"), and                                                                 ,
as tenant (the "Lease"), covering those certain premises commonly known as the                     
Building located at                                                                 ,
__________________, Indiana (the "Leased Premises").



 


		2.	The Lease is the only Lease or agreement between the undersigned
and Landlord affecting the Leased Premises and has not been modified, changed, altered or amended in any respect (except as indicated
following this sentence). If none, state "none."



 


		3.	The undersigned has made no agreements with Landlord or its agents
or employees concerning free rent, partial rent, rebate of rental payments or any other type of rental concession (except as indicated
following this sentence). If none, state "none."



 


		4.	The undersigned has accepted and now occupies the Leased Premises.
The Lease term began ___________________, 20__, and rent has been paid to and including ___________________, 20__ in conformity
with the Lease. No rent has been prepaid for more than one (1) month. The Minimum Rent being paid pursuant to the Lease is
______________ ($_________) per month. If the tenant's interest under the Lease has been assigned, or all or any portion of
the Leased Premises is sublet, or any interest in the Lease or the Leased Premises has otherwise been transferred, the undersigned
shall provide a copy of such assignment, sublease, or transfer document upon request.



 


		5.	All alterations, improvements, additions, build-outs, or construction
required to be performed by Landlord under the Lease have been completed.



 


		6.	Except as specifically provided in the Lease, the undersigned does
not have, (i) any option to extend the term of the Lease, or (ii) any right of first refusal, right of first opportunity
or similar right to lease any additional space in the building in which the Leased Premises is located.



 


		7.	The Lease does not contain, and the undersigned does not have, any
outstanding options or rights of first refusal to purchase the Leased Premises or any part thereof or all or any part of the real
property of which the Leased Premises is a part.



 


		8.	No actions, whether voluntary or otherwise, are pending against the
undersigned under the bankruptcy laws of the United States or any State thereof.



 


		9.	The Lease is in full force and effect, and the undersigned currently
has no valid defenses, counterclaims, off-sets, credits, deductions in rent, or claims against the enforcement of any of the agreements,
terms, or conditions of the Lease.



 


		10.	The person executing this Tenant Estoppel Certificate on behalf of
the undersigned represents that he/she is duly authorized to execute the same on behalf of such party.



 




    	Exhibit D, Page 1



    	 



    

 


Dated this ________ day of __________________
, 20__.


 


	 	TENANT:	 
	 	 	 
	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Printed:	 
	 	Title:	 



 






    	Exhibit D, Page 2