] Shares of Common Stock STERLING BANCORP, INC. Common Stock, no par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2017 • Sterling Bancorp, Inc. • Savings institution, federally chartered • New York
Sterling Bancorp, Inc., a Michigan corporation (the “Company”), Sterling Bank & Trust, F.S.B., a federal savings association (the “Bank”), and the persons listed in Schedule B hereto (such persons collectively, the “Selling Shareholders”), confirm their respective agreements with Sandler O’Neill & Partners, L.P. (the “Underwriter”) with respect to (i) the sale by the Company and the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriter of an aggregate of [·] shares of Common Stock, no par value per share, of the Company (“Common Stock”), in the respective amounts set forth in Schedule A and Schedule B hereto and (ii) the grant by the Company and the Selling Shareholders to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of [·] additional shares(1) of Common Stock in the respective amounts set forth in Schedule B hereto. The aforesaid [·] shares of Common Stock (the “Initial Securities”) to be purchased by
