Fill and Sign the Waiver of Rights under Shareholders Agreement Secgov Form

WAIVER OF PRE-EMPTIVE RIGHTS(Notice Item 1) At a Special Meeting of Stockholders held on November 19, 1987, the Company's stockholders voted by a vote of 3,850,215 shares in favor, 55,954 shares opposed, and 44,965 shares abstaining to waive the pre- emptive rights of stockholders contained in the Company's Restated Articles of Organization, as those rights related to a proposed underwritten public offering of Common Stock. Pre-emptive rights are rights granted to stockholders in Article 6F of the Company's Restated Articles of Organization, to purchase ratably, according to their respective holdings, any shares of the Common Stock of the Company issued by the Company, subject to certain exceptions. As described in the Company's Proxy Statement relating to that Special Meeting, the proposed public offering was planned for December, 1987 and was expected to consist of 600,000 shares to be sold by the Company and approximately 165,000 shares to be sold on behalf of certain stockholders of the Company. The waiver, as approved, is effective through April 30, 1988; that is, the waiver is applicable to any proposed public offering of Common Stock if such offering occurs prior to April 30, 1988. Due to market conditions generally, and a reduced market value of the Company's Common Stock in particular, the Company did not effect the public offering in December, 1987 and does not intend to effect the offering prior to April 30, 1988. As outlined in the Proxy Statement relating to that Special Meeting, management of the Company has determined that additional capital is desirable to enable the Company and the Company's banking subsidiaries, Rockland Trust Company ("Rockland") and Middleborough Trust Company ("Middleborough") to continue to grow while complying with capital guidelines promulgated by the Federal Reserve Board ("FRB") and the Federal Deposit Insurance Corporation ("FDIC"). The Board of Directors of the Company has determined that an underwritten public offering is an efficient and effective means of raising such additional capital. Therefore, if market conditions improve and the market value of the Company's Common Stock is at a level the Board of Directors deems appropriate, the Board may choose to authorize and consummate an underwritten public offering during 1988 or early 1989. In such event, the Board believes it to be in the best interests of the Company and its stockholders to be able to effect the offering in an expedient and timely manner in accordance with favorable market conditions and to avoid the expense and significant amount of management time and effort connected with the calling and holding of a special meeting of stockholders. This proposal to waive pre-emptive rights of stockholders relates only to the issuance of Common Stock by the Company in an underwritten public offering as described herein until April, 1989 and does not limit or eliminate pre-emptive rights of stockholders for other future issuances or sales of Common Stock. To this end, on January 14, 1988 the Board of Directors unanimously approved, for submission to a vote of the stockholders, the waiver of pre-emptive rights of stockholders until April 30, 1989, as such waiver would relate to the issuance and sale of up to 600,000 authorized but unissued shares of the Common Stock of the Company in an underwritten public offering. The specific price at which shares of Common Stock would be sold, the aggregate amount of the offering, and other factors, are variables which would be determined at the time of the offering, based upon then-current market conditions (including the market value of the Company's Common Stock), the earnings of the Company, the capital needs of the Company, and other relevant considerations. It is anticipated that the Company would use the proceeds from the public offering to help continue to meet regulatory capital guidelines as well as for general corporate purposes, including continued expansion and renovation of Rockland's and Middleborough's branches and other bank and operations facilities. In addition to the direct advantages discussed above, the Company has determined that a public offering would have the additional desired effect of broadening the distribution of the Company's Common Stock, increasing the number of holders of its Common Stock, and increasing the number of shares of Common stock which are eligible for trading on NASDAQ and the Boston Stock Exchange. The Company believes that a broader stockholder base may enhance the marketability of its stock and serve as a source of additional banking business through interest of the new stockholders in the business of the Company. If the requisite vote in favor of the waiver is obtained and the proposed public offering is effected, any person, whether or not the person is already a stockholder of the Company, will be free to purchase shares of Common Stock in the offering, if, and to the extent, shares are available to that person. However, it is unlikely that large amounts of Common Stock will be available for purchase in the public offering by any one individual, including any stockholder of the Company. In the event of a waiver and subsequent offering, stockholders should assume that shares of Common Stock of the Company will. be held by a greater number of stockholders than currently, and that the percentage equity interest in the Company of those stockholders of the Company not purchasing (or not able to purchase) their pro rata share in the public offering will be reduced.Article 6.F. of the Company's Restated Articles of Organization, attached hereto as Exhibit A, contains a full description of stockholders' pre-emptive rights contained therein. The description of certain features of Article 6.F. contained herein is qualified in its entirety by such reference. It is the intention of the persons named as proxies to vote the shares to which the proxy relates in favor of the waiver, unless instructed to the contrary. The affirmative vote of the holders of at least two-thirds in interest of all issued and outstanding shares of Common Stock of the Company entitled to vote at the Meeting whether or not represented at the Meeting is required to authorize the waiver. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. EXHIBIT A INDEPENDENT BANK CORP. RESTATED ARTICLES OF ORGANIZATION ARTICLE 6 6A. The Board of Directors may alter, amend, repeal, adopt or otherwise modify the By-laws of the corporation, except as may be prohibited or otherwise provided by the By-laws, these Articles of Organization, or by law. 6B. Annual and Special Meetings of Stockholders may be held anywhere in the United States. 6C. The corporation may be a partner in any business enterprise which it would have the power to conduct by itself. 6D. A corporation, person or other entity which, following the completion of the initial issuance of stock pursuant to vote of the Board of Directors of this corporation, for the first time becomes the beneficial owner, directly or indirectly, of 5% or more of this corporation's outstanding voting securities (taken together as a single class) is referred to in Articles 6D, 6E, 6F, 6G and 6H as an "Acquiring Entity." For purposes of these Articles, any stockholder who is not an Acquiring Entity shall be known as a "Non-Acquiring Stockholder" and any member of the Board of Directors who is unaffiliated, directly or indirectly, with an Acquiring Entity, shall be known as a "Non-Acquiring Director." For purposes of these Articles any corporation, person or entity will be deemed to be the beneficial owner of any voting securities of this corporation: (a) which it owns directly, whether or not of record, or (b) which it has the right to acquire pursuant to any agreement or arrangement or understanding or upon exercise of conversion rights, exchange rights, warrants or options or otherwise, or (c) which are beneficially owned, directly or indirectly (including shares deemed to be owned through application of clause (b) above), by any "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on the date of adoption of these Articles, or (d) which are beneficially owned, directly or indirectly (including shares deemed owned through application of clause (b) above), by any other corporation, person or entity with which it or any of its "affiliates" or "associates" has any agreement or arrangement or understanding for the purpose of acquiring, holding voting or disposing of voting securities of this corporation. For the purposes only of determining whether a corporation, person or other entity owns beneficially, directly or indirectly, 5% or more of the outstanding voting securities of this corporation, the outstanding voting securities of this corporation will be deemed to include any voting securities that may be issuable pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, exchange rights, warrants, options or otherwise which are deemed to be beneficially owned by such corporation, person or other entity pursuant to the foregoing provisions of this Article. 6E. 1. The provisions of this Article 6E shall apply to any of the following transactions (hereinafter referred to as "Business Combinations"): (a) any merger or consolidation of this corporation with or into any other corporation, person or entity which is an Acquiring Entity; or ( b) any sale, lease, exchange or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of this corporation to any person or entity which is an Acquiring Entity; or (c) any sale or lease or exchange or other disposition (in one transaction or a series of related transactions ) to this corporation or any subsidiary of this corporation of any assets in exchange for voting securities (or securities convertible into or exchangeable for voting securities, or options, warrants or rights to purchase voting securities or securities convertible into or exchangeable for voting securities) of this corporation or any subsidiary of this corporation by any other corporation, person or entity which is an Acquiring Entity; or (d) any reclassification of securities, recapitalization or other transaction designed to decrease the number of holders of this corporation's voting securities remaining within five years after any Acquiring Entity has acquired 5% or more of the outstanding voting securities of this corporation, unless such Business Combination shall have been approved in the manner provided in subparagraph (e) of paragraph 6E 2 below prior to the time that any Acquiring Entity became the beneficial owner, directly or indirectly, of 5% or more of the outstanding voting securities of this corporation; or (e) the adoption of any plan or proposal for the liquidation or dissolution of this corporation proposed by or on behalf of an Acquiring Entity. 2. No Business Combination may be effected unless all of the following conditions, to the extent applicable, are fulfilled: a(i) The per share cash or fair market value of other consideration to be received by holders of common stock of this corporation in such Business Combination must bear the same or a greater ratio to the market price of this corporation's common stock immediately prior to the announcement of the Business Combination, as the highest per share price (plus brokerage commissions, dealer, manager, and soliciting dealers' fees) which the Acquiring Entity has theretofore paid for any of the shares of this corporation's common stock already owned by it bears to the market price of the common stock of this corporation immediately prior to the time when the Acquiring Entity first purchased shares of this corporation's common stock, which ratio shall not be less than one to one; (ii) The per share cash or fair market value of other consideration to be received by holders of common stock of this corporation in such Business Combination must be not less than the highest per share price (plus brokerage commissions, dealer, manager and soliciting dealers' fees) paid by the Acquiring Entity in acquiring any of its holdings of this corporation's common stock, and not less than the higher of (A) the product of the consolidated earnings per share of common stock of this corporation for the four full consecutive fiscal quarters immediately preceding the record date for determining the shareholders entitled to vote on such Business Combination, multiplied by the higher of (i) 7.5 or (ii) the price/earnings multiple on such record date of the common stock of this corporation or (B) the consolidated book value of the shares of this corporation multiplied by 1.75. (iii) Each holder of each class and series of capital stock of this corporation shall have the right to receive in such Business Combination the same amount and form of consideration with the same terms and conditions pertaining thereto as every other holder of the same class and series. (iv) The conditions imposed by this paragraph (a) may be waived by an affirmative vote at a stockholders meeting called at least in part for that purpose, by the holders of a two-thirds majority of all shares outstanding and entitled to vote thereon which majority must include at least two-thirds of all voting shares held by those Non-Acquiring Stockholders who are present in person or by proxy at such meeting. (b) The Acquiring Entity shall not have acquired any voting securities, directly or indirectly, from this corporation except in a Business Combination to which this Article 6E did not apply or in a Business Combination to which this Article 6E did apply and which satisfied all of the requirements of this Article 6E. (c) After the time when the Acquiring Entity became the beneficial owner, directly or indirectly, of 5% or more of the outstanding voting securities of this corporation, the Acquiring Entity shall not have (i) received the benefit, directly or indirectly, of any loans, advances, extensions of credit, guarantees, pledges or other financial assistance or tax benefits provided, directly or indirectly, by this corporation or any subsidiary of this corporation, or (ii) made or caused to be made any major change in this corporation's business or equity capital structure without the unanimous approval of the directors of the corporation then in office; (d) A proxy statement complying with the requirements of the Securities Exchange Act of 1934, or any similar or superseding federal statute, as at the time in effect (whether or not the provisions of such act or statute shall be applicable to this corporation) shall be mailed to all stockholders of this corporation for the purpose of soliciting stockholder approval of the Business Combination and shall contain at the front thereof, in a prominent place, any recommendations as to the advisability (or inadvisability) of the Business Combination which any of the directors may choose to state and an opinion of a reputable investment banking firm stating that the terms of the Business Combination are fair from the point of view of both this corporation and the stockholders of this corporation other than an Acquiring Entity; (e) Such Business Combination shall have been approved by a two-thirds majority of all shares outstanding and entitled to vote thereon, which majority must include at least two-thirds of all voting shares held by those Non-Acquiring Stockholders who are present in person or by proxy at a stockholders meeting called at least in part for the purpose of approving such Business Combination. 3. The provisions of this Article 6E shall not apply to a Business Combination which (i) does not change any voting security holder's percentage ownership of voting securities in any successor of this corporation from the percentage of voting securities beneficially owned by such holder in this corporation, (ii) provides for the provisions of this Article 6E, without any amendment, change, alteration or deletion, to apply to any successor to this Corporation, and (iii) does not transfer all or substantially all of this corporation's assets, other than to a wholly-owned subsidiary of this corporation. 4. The affirmative vote required by this Article 6E will be in addition to any vote of the holders of any class or series of stock of this corporation which may otherwise be required by law, or by the Articles of Organization, or by any agreement between this corporation and any national securities exchange. 6.F. Except as expressly set forth below, the holders of Common Stock shall have preemptive rights to purchase ratably according to their respective holdings, any shares of the Common Stock of this corporation, or any securities exchangeable for or convertible into shares of the Common Stock of this corporation, or any warrants or other instruments evidencing rights or options to subscribe for, purchase, or otherwise acquire shares of the Common Stock of this corporation, hereafter issued by this corporation at the same cash price as may be sold by this corporation, or, if the price to be paid by a purchaser is consideration other than cash, then at a cash price which is substantially equal in value to such other consideration as determined in good faith by the Board of Directors of this corporation (which determination shall be final and binding on all interested parties). Each holder of the Common Stock of this corporation shall have such period of time, but not less than thirty days, as shall be determined by the Board of Directors of this corporation in which to exercise such holder's pre-emptive rights hereunder. Provided the foregoing terms and conditions are complied with, the Board of Directors may establish from time to time other terms and conditions upon which the pre-emptive rights herein are exercisable. The pre-emptive rights set forth in the preceding paragraph shall not be applicable to any of the following: (a) The issuance of shares of Common Stock of this corporation, on or before June 30, 1986, in exchange for shares of Common Stock of Rockland Trust Company on a one-for-one basis, to holders of Common Stock of Rockland Trust Company, a Massachusetts trust company; (b) The issuance of shares of Common Stock of this corporation, on or before June 30, 1986, to holders of Common Stock of Middleborough Trust Company, a Massachusetts trust company, pursuant to any agreement now or hereafter to merge Middleborough Trust Company into a subsidiary of this corporation; (c) The issuance of shares of Common Stock of this corporation pursuant to a cash dividend reinvestment plan by which each holder of Common Stock may (i) reinvest cash dividends paid to such holder in Common Stock of this corporation and/or (ii) purchase for cash in any one calendar year additional shares of Common Stock of this corporation in amounts not exceeding the amount of cash dividends paid to such holder in such calendar year; (d) The issuance of shares of Common Stock of this corporation to employees, officers and/or Directors of this corporation or any of its subsidiaries pursuant to a plan or plans adopted by the Board of Directors of this corporation for purposes of providing compensation to such persons for services rendered to this corporation or any of its subsidiaries, provided that the amount of shares which may be issued in each calendar year pursuant to this exemption from pre-emptive rights shall not exceed two percent of the amount of Common Stock issued and outstanding as of the first day of January of such calendar year, and (e) The issuance of up to 50,000 shares of Common Stock in compliance with any agreement now or hereafter to merge Middleborough Trust Company into a subsidiary of this corporation. (f) The issuance of shares of Common Stock of this corporation, or other securities or instruments convertible into or exchangeable for shares of Common Stock of this corporation, to another entity or to the stockholders of another entity made for the purpose of acquiring by way of exchange, purchase or merger or consolidation (including a merger or consolidation with or into a subsidiary of this organization), at least 80% of the voting capital stock of such other entity or all or substantially all of the assets of such other entity, provided, however, that the number of shares which may be issued pursuant to this paragraph (f) as an exception to the pre-emptive rights contained in this Article 6F shall not exceed 20% of (1) the total issued and outstanding shares of Common Stock outstanding immediately prior to any such issuance, plus (ii) the number of shares of Common Stock of this corporation which are issuable upon exercise, conversion or exchange of all securities or instruments outstanding immediately prior to any such issuance. Notwithstanding any of the foregoing to the contrary, in determining the number of shares which a holder shall be entitled to purchase upon exercise of such holder's pre-emptive rights contained herein, any fractional share interests of such holder may be disregarded at the discretion of the Board of Directors. The pre-emptive rights contained in this Article 6F may be waived in any instance only at a meeting of this corporation's stockholders called at least in part for the purpose of considering such waiver, and only by the affirmative vote of a two-thirds majority of all shares outstanding and entitled to vote thereon, which majori ty must include at least two-thirds of all voting shares of those Non-Acquiring Stockholders entitled to vote thereon who are present in person or by proxy. Subject to the pre-emptive rights hereinbefore set forth, the Board of Directors of this corporation shall have the authority to issue any authorized but unissued shares of any class of capital stock of this corporation upon such terms and conditions as it may deem advisable from time to time. 6G. A majority of the Non-Acquiring Directors of this corporation shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article 6, including without limitation (a) whether a person is an Acquiring Entity, (b) the number of shares of voting stock beneficially owned by any person, (c) whether a person is an affiliate or associate of another, (d) whether the requirements of subparagraph ( 2 ) of Section 2 concerning cash and other consideration have been met with respect to any Business Combination, and (e) all other issues of fact needed to be determined hereunder; and the good faith determination of a majority of the Non- Acquiring Directors on such matters shall be conclusive and binding. 6H.1 The provisions of Articles 6D, 6E, 6F, 6G, and this 6H of these Articles of Organization may be amended or repealed only at a meeting of the corporation's stockholders called at least in part for the purpose of considering the proposed amendment, and only by the affirmative vote of a two-thirds majority of all shares outstanding and entitled to vote thereon, which majority must include at least two-thirds of all voting shares of those Non-Acquiring Stockholders entitled to vote thereon who are present in person or by proxy. 2. Except as stated in paragraph 6H.1 hereinabove, and except as otherwise provided by the Massachusetts Business Corporation Law, these Articles of Organization may be amended or repealed only at a meeting of the corporation's stockholders called at least in part for the purpose of considering the proposed amendment, and only by the affirmative vote of a majority of all shares outstanding and entitled to vote thereon, which majority must include a majority of all voting shares of those Non-Acquiring Stockholders entitled to vote thereon who are present in person or by proxy. Independent Bank Corp.