Merchants Bancorp Sample Contracts

MERCHANTS BANCORP 2,000,000 Shares Of 7.00% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock UNDERWRITING AGREEMENT
Underwriting 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.

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MERCHANTS BANCORP DEPOSIT AGREEMENT among MERCHANTS BANCORP, COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY, N.A., and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of September 27, 2022
Deposit Agreement • September 27th, 2022 • Merchants Bancorp • State commercial banks • Indiana
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MERCHANTS BANCORP 5,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share of 6.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 13th, 2019 • Merchants Bancorp • State commercial banks • New York

Merchants Bancorp, an Indiana corporation (the “Company”), confirms its agreement with Morgan Stanley & Co. LLC (“Morgan Stanley”) and UBS Securities LLC (“UBS”), 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 Morgan Stanley and UBS are acting as representatives (in such capacity, the “Representatives”), with respect to the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 5,000,000 depositary shares (the “Depositary Shares”), each such depositary share representing ownership of a 1/40th interest in a share of 6.00% Fixed-to-Floating Rate Series B 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. Shares of Preferred Stock will be, when issued, deposit

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 16th, 2017 • Merchants Bancorp • State commercial banks • Indiana

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated to be effective as of October 31, 2016, by and between MERCHANTS BANCORP, an Indiana corporation (“Merchants”), MB ACQUISITION CORP. (“Acquisition Corp”), an Indiana corporation, and BLUESTEM DEVELOPMENT CORPORATION, an Illinois corporation (“BDC”).

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REVOLVING SUBORDINATED LOAN AGREEMENT BETWEEN MERCHANTS BANCORP, an Indiana corporation AND HOME POINT FINANCIAL CORPORATION, a New Jersey corporation
Revolving Subordinated Loan Agreement • September 25th, 2017 • Merchants Bancorp • State commercial banks • Indiana

This Revolving Subordinated Loan Agreement (“Agreement”) is entered into at Indianapolis, Indiana, effective the 31st day of May, 2017 by and between Home Point Financial Corporation, a New Jersey corporation; Attention: Howard Nathan; e-mail: hnathan@homepointfinancial.com (“Lender”), with a mailing address of 1194 Oak Valley Drive, Suite 80, Ann Arbor 48108, and Merchants Bancorp, an Indiana corporation (“Borrower”), with a principal mailing address of 11555 North Meridian Street, Suite 400, Carmel, Indiana 46032; Attention: Michael J. Dunlap; e-mail: MDunlap@merhantsbankofindiana.com.

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MERCHANTS BANCORP 6.00% FIXED-TO-FLOATING RATE SERIES B NON-CUMULATIVE PERPETUAL PREFERRED STOCK DEPOSIT AGREEMENT among MERCHANTS BANCORP, COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY, N.A., and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY...
Deposit Agreement • August 19th, 2019 • Merchants Bancorp • State commercial banks • Indiana

THIS DEPOSIT AGREEMENT dated as of August 19, 2019, among (i) MERCHANTS BANCORP, an Indiana corporation and its successors (the “Corporation”), (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and the wholly-owned subsidiary of Computershare (the “Trust Company”), and (iii) the Holders (as defined herein) from time to time of the Receipts (as defined herein) described in this Agreement.

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FIRST LOAN MODIFICATION AND REAFFIRMATION AGREEMENT
First Loan Modification And • September 25th, 2017 • Merchants Bancorp • State commercial banks

This First Loan Modification and Reaffirmation Agreement (“Agreement”) is made this 1st day of August, 2013 to be effective the 1st day of August, 2013 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (“Lender”), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (“Borrower”), with a principal mailing address of 11711 North Meridian Street, Suite 528, Carmel, Indiana 46032; and Providence Bank, a Missouri state banking corporation (“Providence Bank”), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 16th, 2020 • Merchants Bancorp • State commercial banks • Indiana

This Change in Control Agreement (“Agreement”) is effective as of [MONTH DAY], 2020 (the “Effective Date”) between Merchants Bancorp, an Indiana corporation with its principal office located at 410 Monon Boulevard, Carmel, Indiana 46032 (“Merchants”) and [NAME] (“Executive”).

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SIXTH LOAN MODIFICATION AGREEMENT
Sixth Loan Modification Agreement • September 25th, 2017 • Merchants Bancorp • State commercial banks

This Sixth Loan Modification Agreement (“Agreement”) is made this 23 day of June, 2017 to be effective as of June 2, 2017 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (“Lender”), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (“Borrower”), with a principal mailing address of 11711 North Meridian Street, Suite 528, Carmel, Indiana 46032; and Providence Bank, a Missouri state banking corporation (“Participating Lender”), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

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P/R MORTGAGE & INVESTMENT CORP. EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2017 • Merchants Bancorp • State commercial banks • Indiana

This Employment Agreement (“Agreement”) is entered into by and between P/R Mortgage & Investment Corp. (“Employer”) and Michael R. Dury (“Employee”).

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LOAN AGREEMENT BETWEEN MERCHANTS BANCORP, AN INDIANA CORPORATION AND THE HUNTINGTON NATIONAL BANK, A NATIONAL BANKING ASSOCIATION
Loan Agreement • September 25th, 2017 • Merchants Bancorp • State commercial banks • Indiana

This Loan Agreement (“Agreement”) is entered into at Indianapolis, Indiana, effective the 24th day of September, 2012 by and between The Huntington National Bank, a national banking association (“Lender”), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204, and Merchants Bancorp, an Indiana corporation (“Borrower”), with a principal mailing address of 11555 North Meridian Street, Suite 400, Carmel, Indiana 46032.

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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 25th, 2017 • Merchants Bancorp • State commercial banks • Indiana

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of the 22nd day of December, 2016, by and among MERCHANTS BANCORP, an Indiana corporation (“Merchants”), MB ACQUISITION CORP. (“Acquisition Corp”), an Indiana corporation, BLUESTEM DEVELOPMENT CORPORATION, an Illinois corporation (“BDC”), MICHAEL F. PETRIE (“Petrie”), an individual and Indiana resident, and RANDALL D. ROGERS (“Rogers”, together with Petrie referred to herein as “PR”), an individual and Florida resident.

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THIRD LOAN MODIFICATION AGREEMENT
Third Loan Modification Agreement • September 25th, 2017 • Merchants Bancorp • State commercial banks

This Third Loan Modification Agreement (“Agreement”) is made this 30th day of September, 2014 to be effective the 22rd day of September, 2014 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (“Lender”), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (“Borrower”), with a principal mailing address of 11711 North Meridian Street, Suite 528, Carmel, Indiana 46032; and Providence Bank, a Missouri state banking corporation (“Participating Lender”), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

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SECOND LOAN MODIFICATION AGREEMENT
Second Loan Modification Agreement • September 25th, 2017 • Merchants Bancorp • State commercial banks

This Second Loan Modification Agreement (“Agreement”) is made this day of September, 2013 to be effective the day of September, 2013 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (“Lender”), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (“Borrower”), with a principal mailing address of 11711 North Meridian Street, Suite 528, Carmel, Indiana 46032; and Providence Bank, a Missouri state banking corporation (“Providence Bank”), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 25th, 2017 • Merchants Bancorp • State commercial banks • Indiana

This Stock Purchase Agreement (this “Agreement”) is dated to be effective as of May 8, 2017, by and among Michael F. Petrie, an individual and resident of Indiana (“Petrie”), Randall D. Rogers, an individual and resident of Florida (“Rogers,” and together with Petrie, “PR”), and Merchants Bancorp, an Indiana corporation and registered bank holding company (“Merchants”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2017 • Merchants Bancorp • State commercial banks

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is executed to be effective after the close of business on December 31, 2016 (the “Effective Date”), by and between P/R MORTGAGE & INVESTMENT CORP., an Indiana corporation (“Employer”), and MICHAEL R. DURY, currently an Indiana resident (“Employee”).

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FIFTH LOAN MODIFICATION AGREEMENT
Fifth Loan Modification Agreement • September 25th, 2017 • Merchants Bancorp • State commercial banks

This Fifth Loan Modification Agreement (“Agreement”) is made this 25th day of May, 2016 to be effective as of June 3, 2016 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (“Lender”), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (“Borrower”), with a principal mailing address of 11711 North Meridian Street, Suite 528, Carmel, Indiana 46032; and Providence Bank, a Missouri state banking corporation (“Participating Lender”), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

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FOURTH LOAN MODIFICATION AGREEMENT
Fourth Loan Modification Agreement • September 25th, 2017 • Merchants Bancorp • State commercial banks

This Fourth Loan Modification Agreement (“Agreement”) is made this 5th day of June, 2015 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (“Lender”), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (“Borrower”), with a principal mailing address of 11711 North Meridian Street, Suite 528, Carmel, Indiana 46032; and Providence Bank, a Missouri state banking corporation (“Participating Lender”), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

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March 30, 2023 Merchants Bank of Indiana as Bank -and- computershare trust company, N.A. as Securities Administrator NOTE ISSUANCE AND ADMINISTRATION AGREEMENT with respect to MERCHANTS BANK OF INDIANA Reference Notes, Series 2023-1
Note Issuance and Administration Agreement • March 30th, 2023 • Merchants Bancorp • State commercial banks • New York

THIS NOTE ISSUANCE AND ADMINISTRATION AGREEMENT, dated March 30, 2023 (this "Agreement"), between MERCHANTS BANK OF INDIANA, an Indiana state-chartered non-member bank organized pursuant to the laws of Indiana, as issuer (the "Bank"), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association organized under the laws of the United States of America, as securities administrator (the "Securities Administrator", which term shall also include any successor appointed in accordance with Section 24 or Section 25 of this Agreement).

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EIGHTH LOAN MODIFICATION AGREEMENT
Eighth Loan Modification Agreement • August 9th, 2019 • Merchants Bancorp • State commercial banks

This Eighth Loan Modification Agreement (“Agreement”) is made this 31st day of May, 2019 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (“Lender”), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (“Borrower”), with a principal mailing address of 11711 North Meridian Street, Suite 528, Carmel, Indiana 46032; and Providence Bank, a Missouri state banking corporation (“Participating Lender”), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

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REVOLVING SUBORDINATED LOAN AGREEMENT BETWEEN MERCHANTS BANCORP, an Indiana corporation AND HOME POINT FINANCIAL CORPORATION, a New Jersey corporation
Revolving Subordinated Loan Agreement • October 16th, 2017 • Merchants Bancorp • State commercial banks • Indiana

This Revolving Subordinated Loan Agreement (“Agreement”) is entered into at Indianapolis, Indiana, effective the 31st day of May, 2017 by and between Home Point Financial Corporation, a New Jersey corporation; Attention: Howard Nathan; e-mail: hnathan@homepointfinancial.com (“Lender”), with a mailing address of 1194 Oak Valley Drive, Suite 80, Ann Arbor 48108, and Merchants Bancorp, an Indiana corporation (“Borrower”), with a principal mailing address of 11555 North Meridian Street, Suite 400, Carmel, Indiana 46032; Attention: Michael J. Dunlap; e-mail: MDunlap@merhantsbankofindiana.com.

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MERCHANTS BANCORP 5,200,000 Depositary Shares Each Representing a 1/40th Interest in a Share of 8.25% Fixed Rate Reset Series D Non-Cumulative Perpetual Preferred Stock FIRST AMENDMENT TO THE UNDERWRITING AGREEMENT
Underwriting Agreement • September 27th, 2022 • Merchants Bancorp • State commercial banks • New York

This FIRST AMENDMENT TO THE UNDERWRITING AGREEMENT (this “Amendment”) is made and is effective as of September [23], 2022, by and among Merchants Bancorp, an Indiana corporation (the “Company”), Merchants Bank of Indiana, an Indiana state chartered bank (the “Bank”) and Piper Sandler & Co., Morgan Stanley & Co. LLC and UBS Securities LLC, as Representatives of the several underwriters named in Schedule A to the Underwriting Agreement (as defined below) (collectively, the “Underwriters”).

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SEVENTH LOAN MODIFICATION AGREEMENT
Seventh Loan Modification Agreement • March 15th, 2019 • Merchants Bancorp • State commercial banks

This Seventh Loan Modification Agreement (“Agreement”) is made this 28th day Of June, 2018 to be effective as of June I, 2018 and is entered into at Indianapolis, Indiana, by and among The Huntington National Bank, a national banking association (“Lender”), with a principal mailing address of 45 North Pennsylvania Street, Suite 200, Indianapolis, Indiana 46204; Merchants Bancorp, an Indiana corporation (“Borrower”), with a principal mailing address of 11711 North Meridian Street, Suite 528, Cannel. Indiana 46032; and Providence Bank, a Missouri state banking corporation (‘‘Participating Lender’’), with a principal mailing address of 815 West Stadium Boulevard, Jefferson City, Missouri 65109.

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REVOLVING SUBORDINATED LOAN AGREEMENT BETWEEN MERCHANTS BANCORP, an Indiana corporation AND HOME POINT FINANCIAL CORPORATION, a New Jersey corporation
Revolving Subordinated Loan Agreement • September 12th, 2017 • Merchants Bancorp • State commercial banks • Indiana

This Revolving Subordinated Loan Agreement (“Agreement”) is entered into at Indianapolis, Indiana, effective the 31st day of May, 2017 by and between Home Point Financial Corporation, a New Jersey corporation; Attention: Howard Nathan; e-mail: hnathan@homepointfinancial.com (“Lender”), with a mailing address of 1194 Oak Valley Drive, Suite 80, Ann Arbor 48108, and Merchants Bancorp, an Indiana corporation (“Borrower”), with a principal mailing address of 11555 North Meridian Street, Suite 400, Carmel, Indiana 46032; Attention: Michael J. Dunlap; e-mail: MDunlap@merhantsbankofindiana.com.

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FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 22nd, 2021 • Merchants Bancorp • State commercial banks • Indiana

This First Amended and Restated Employment Agreement (“Agreement”) is entered into by and between Merchants Capital Corp. (“MCC”) and Michael R. Dury, currently an Indiana resident (“Employee”), to be effective as of January 1, 2021 (the “Effective Date”).

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