MERCHANTS BANCORP 2,000,000 Shares Of 7.00% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2019 • Merchants Bancorp • State commercial banks • New York
Merchants Bancorp, an Indiana corporation (the “Company”), confirms its agreement with Sandler O’Neill & Partners, L.P. (“Sandler”) 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 is acting as representative (in such capacity, the “Representative”), with respect to (i) the issuance sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 2,000,000 shares of 7.00% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, without par value per share, of the Company (“Preferred 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 300,000 additional shares of Preferred Stock.
