6,250,000 Shares of Common Stock MERCHANTS BANCORP, INC. Common Stock, without par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2017 • Merchants Bancorp • State commercial banks • New York
Merchants Bancorp, Inc., an Indiana corporation (the “Company”), confirms its agreement with Sandler O’Neill & Partners, L.P. (“Sandler”), Stephens Inc. (“Stephens”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Sandler and Stephens are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 6,250,000 shares of Common Stock, without par value per share, of the Company (“Common Stock”), in the respective amounts set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 937,500 additional shares of Common Stock. The aforesaid 6,250,000 shares
