TALMER BANCORP, INC. (a Michigan corporation) 9,664,579 Shares of Class A Common Stock (Par Value $1.00 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 31st, 2015 • Talmer Bancorp, Inc. • National commercial banks • New York
Talmer Bancorp, Inc., a Michigan corporation (the “Company”), and the persons listed in Schedule A hereto (the “Selling Shareholders”), severally confirm their respective agreements with Keefe, Bruyette & Woods, Inc. (“KBW” or the “Underwriter”), with respect to the sale by the Selling Shareholders and the purchase by the Underwriter of the respective numbers of shares of Class A Common Stock, par value $1.00 per share, of the Company (“Common Stock”) set forth in Schedule A hereto. The aforesaid 9,664,579 shares of Common Stock to be purchased by the Underwriter are hereinafter called the “Securities.”
