EX-10.1




 Exhibit 10.1 

EXECUTION VERSION 
 VOTING
AGREEMENT 
 THIS VOTING AGREEMENT (this “Agreement”) is entered into this 4th day of November, 2021, by and among FIRST
MERCHANTS CORPORATION, an Indiana corporation (“First Merchants”), and the undersigned shareholders or optionholders (each, a “Shareholder”, and collectively, the “Shareholders”) of LEVEL ONE BANCORP, INC., a Michigan
corporation (“Level One”). 
 W I T N E S S E T H: 

In consideration of the execution by First Merchants of the Agreement and Plan of Reorganization and Merger between First Merchants and Level
One of even date herewith (the “Merger Agreement”), the undersigned Shareholders of Level One hereby agree that each of them, severally and not jointly, shall cause all Level One common or preferred shares owned by him/her of record and
beneficially, including, without limitation, all shares owned by him/her individually, all shares owned jointly by him/her and his/her spouse, all shares owned by any minor children (or any trust for their benefit), all shares owned by any business
of which such Shareholder (if such Shareholder is a director of Level One) is a principal shareholder (but in each such case only to the extent the Shareholder has the right to vote or direct the voting of such shares), and specifically including
all shares shown as owned directly or beneficially by such Shareholder on Exhibit A attached hereto or acquired subsequently hereto (collectively, the “Shares”), to be voted in favor of the merger of Level One with and into
First Merchants in accordance with and pursuant to the terms of the Merger Agreement at the annual or special meeting of shareholders of Level One called for that purpose. Notwithstanding any other provision of this Agreement to the contrary, each
Shareholder shall be permitted to vote such Shares in favor of another “Acquisition Proposal” (as such term is defined in the Merger Agreement) that is submitted for approval by the shareholders of Level One if both of the following shall
have occurred: (a) Level One’s Board of Directors has approved such Acquisition Proposal and recommended such Acquisition Proposal to Level One’s shareholders in accordance with Section 7.5(b) of the Merger Agreement and
(b) the Merger Agreement has been terminated in accordance with Section 10.1(f) thereof. 
 Each of the Shareholders further
agrees and covenants, severally and not jointly, that he/she shall not sell, assign, transfer, dispose or otherwise convey, nor shall he/she cause, permit, authorize or approve the sale, assignment, transfer, disposition or other conveyance of, any
of the Shares or any interest in the Shares, in each case owned or beneficially owned by such Shareholder, to any other person, trust or entity (other than Level One) prior to the annual or special meeting of shareholders of Level One called for the
purpose of voting on the Merger Agreement without the prior written consent of First Merchants, such consent not to be unreasonably withheld in the case of a gift or similar estate planning transaction (it being understood that First Merchants may
decline to consent to any such transfer if the person acquiring such Shares does not agree to take such Shares subject to the terms of this Agreement). 

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to conflict of laws
provisions thereof. This Agreement may be executed in counterparts, each of which (including any facsimile or Adobe PDF copy thereof) shall be deemed to be an original, but all of which shall constitute one and the same agreement. It is understood
and agreed that Shareholders who execute this Agreement shall be bound hereby, irrespective of whether all Shareholders execute this Agreement. The obligations of each of the Shareholders under the terms of this Agreement shall terminate
contemporaneously with the termination of the Merger Agreement. 











 Notwithstanding any other provision hereof, nothing in this Agreement shall be construed to
prohibit a Shareholder, or any officer or affiliate of a Shareholder who is or has been designated a member of Level One’s Board of Directors, from taking any action solely in his or her capacity as a member of Level One’s Board of
Directors or from exercising his or her fiduciary duties as a member of Level One’s Board of Directors to the extent specifically permitted by the Merger Agreement. 

[Signatures appear on following pages.] 

  
 2 












 IN WITNESS WHEREOF, First Merchants and each of the undersigned Shareholders of Level One
have made and executed this Agreement as of the day and year first above written, and First Merchants has caused this Agreement to be executed by its duly authorized officer. 

 

			
	 FIRST MERCHANTS CORPORATION

		
	 By:
	 	 /s/ Mark K. Hardwick

		 	 Mark K. Hardwick,

		 	 Chief Executive Officer



 [Signature page to Voting Agreement] 











 SHAREHOLDERS OF LEVEL ONE 

 

	
	 /s/ Patrick J. Fehring

	 Patrick J. Fehring

	
	 /s/ Barbara E. Allushuski

	 Barbara E. Allushuski

	
	 /s/ Victor L. Ansara

	 Victor L. Ansara

	
	 /s/ James L. Bellinson

	 James L. Bellinson

	
	 /s/ Michael A. Brillati

	 Michael A. Brillati

	
	 /s/ Shukri W. David

	 Shukri W. David

	
	 /s/ Thomas A. Fabbri

	 Thomas A. Fabbri

	
	 /s/ Jacob W. Haas


 Jacob W. Haas 

[Signature page to Voting Agreement] 












	
	 /s/ Mark J. Herman

	 Mark J. Herman

	
	 /s/ Steven H. Rivera

	 Steven H. Rivera

	
	 /s/ Stefan Wanczyk

	 Stefan Wanczyk

	
	 /s/ Melanie C. Barrett

	 Melanie C. Barrett

	
	 /s/ Timothy R. Mackay

	 Timothy R. Mackay

	
	 /s/ Eva D. Scurlock

	 Eva D. Scurlock

	
	 /s/ David C. Walker

	 David C. Walker

	
	 /s/ Gregory A. Wernette

	 Gregory A. Wernette


 [Signature page to Voting Agreement] 











 EXHIBIT A 

LISTING OF SHARES 
  

			
	 Name
	  	 Amount

	Patrick J. Fehring	  	211,816
	Barbara E. Allushuski	  	16,955
	Victor L. Ansara	  	71,984
	James L. Bellinson	  	765,933
	Michael A. Brillati	  	18,379
	Shukri W. David	  	91,321
	Thomas A. Fabbri	  	716,555
	Jacob W. Haas	  	10,874
	Mark J. Herman	  	37,821
	Steven H. Rivera	  	35,606
	Stefan Wanczyk	  	653,315
	Melanie C. Barrett	  	7,278
	Timothy R. Mackay	  	20,755
	Eva D. Scurlock	  	13,138
	David C. Walker	  	31,163
	Gregory A. Wernette	  	33,968
	 TOTAL
	  	2,736,861