Item 1.01. Entry into a Material Definitive Agreement.



On November 4, 2021, Level One Bancorp, Inc., a Michigan corporation ("Level
One"), entered into an Agreement and Plan of Merger (the "merger agreement")
with First Merchants Corporation., an Indiana corporation ("First Merchants").
The merger agreement provides that, upon the terms and subject to the conditions
set forth therein, Level One will merge with and into First Merchants (the
"merger"), with First Merchants as the surviving corporation in the merger.
Immediately following the merger, Level One's wholly owned bank subsidiary,
Level One Bank, will consolidate with and into First Merchant's' wholly owned
bank subsidiary, First Merchants Bank, with First Merchants Bank as the
surviving entity.

Upon the terms and subject to the conditions set forth in the merger agreement,
at the effective time of the merger, each share of common stock, no par value
per share, of Level One outstanding immediately prior to the effective time of
the merger, will be converted into the right to receive (i) 0.7167 shares of
First Merchants common stock and (ii) $10.17 in cash. Each share of 7.50%
Non-Cumulative Perpetual Preferred Stock, Series B, of Level One ("Level One
Preferred Stock") outstanding immediately prior to the effective time of the
merger will be converted into the right to receive a share of a newly created
series of preferred stock of First Merchants having voting powers, preferences
and special rights that are substantially identical to the Level One Preferred
Stock ("First Merchants Preferred Stock"). Each depositary share issued pursuant
to the Deposit Agreement, dated as of August 13, 2020, among Level One,
Continental Stock Transfer & Trust Company, as depositary, and the holders from
time to time of the depositary receipts described therein, representing
one-hundredth of one share of the Level One Preferred Stock, shall thereupon
represent one-hundredth of one share of the First Merchants Preferred Stock.

Additionally, (i) immediately prior to the effective time of the merger, each
then outstanding Level One restricted stock award, whether unvested or vested,
will be exchanged for shares of Level One common stock according to their
respective award agreement terms, and will be entitled to the merger
consideration described above for holders of Level One common stock and (ii) to
the extent that any options to purchase Level One common stock granted by Level
One under Level One's equity plans have not been validly exercised on or before
the effective time of the merger, whether vested or unvested, they will cease to
represent an option with respect to Level One common stock and will be converted
into an option with respect to First Merchants common stock, as described in the
merger agreement.

The merger agreement contains customary representations and warranties from
Level One and First Merchants, and each party has agreed to customary covenants,
including, among others, non-solicitation obligations of Level One relating to
alternative acquisition proposals, restrictions on the conduct of Level One's
and First Merchant's' respective businesses prior to closing, Level One's
obligation to recommend that its shareholders approve the merger agreement, and
each party's obligation to use reasonable best efforts to obtain required
regulatory approvals. In addition, First Merchants has agreed to appoint one
member of Level One's board of directors to First Merchants' board of
directors''. The identity of the director to be appointed has not yet been
determined.

Each party's obligation to complete the merger is subject to customary
conditions, including, among others, (i) approval of the merger agreement by
Level One's shareholders, (ii) the receipt of required regulatory approvals,
(iii) accuracy of the other party's representations and warranties, and (iv) the
performance in all material respects of the other party's covenants and
agreements under the merger agreement. The parties anticipate completing the
merger in the first half of 2022.

The merger agreement provides certain termination rights for Level One and First
Merchants, and that a termination fee of $11.3 million will be payable by Level
One upon termination of the merger agreement under certain circumstances. The
merger agreement also provides that a termination fee of $10.0 million will be
payable by First Merchants upon termination of the merger agreement under
certain circumstances

In connection with the entry to the merger agreement, the directors and
executive officers of Level One have entered into a Voting Agreement, dated as
of November 4, 2021 (the "voting agreement"), with First Merchants, pursuant to
which each of them has agreed to vote their shares of Level One common stock in
favor of the merger.

The foregoing summaries of the merger agreement and voting agreement are qualified in their entirety by the terms of those agreements, which are filed herewith as Exhibits 2.1 and 99.1, respectively, and incorporated herein by reference.


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Item 7.01. Regulation FD Disclosure.



On November 4, 2021, Level One and First Merchants issued a joint press release
announcing the entry into the Merger Agreement. A copy of the press release is
furnished herewith as Exhibit 99.2 and incorporated herein by reference herein.

The information in this Item 7.01 and Exhibit 99.2 shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in any such filing.

Additional Information



First Merchants intends to file a Registration Statement on Form S-4 with the
Securities and Exchange Comission (the "SEC"), which will include a proxy
statement of Level One and a prospectus of First Merchants, and each party will
file other documents regarding the proposed transaction with the SEC. A
definitive proxy statement/prospectus will also be sent to the Level One
shareholders seeking any required shareholder approvals. Before making any
voting or investment decision, investors and security holders of Level One are
urged to carefully read the entire Registration Statement and proxy
statement/prospectus, when they become available, as well as any amendments or
supplements to these documents and any other relevant documents, because they
will contain important information about the proposed transaction. The documents
filed by Level One and First Merchants with the SEC may be obtained free of
charge at the SEC's website at www.sec.gov. You may also obtain these documents,
free of charge, by accessing First Merchants' website
(http://www.firstmerchants.com) under the tab "Investors," then under the
heading "Financial Information" and finally under the link "SEC Filings," or by
accessing Level One's website (http://www.levelonebank.com) under the link
"Investor Relations." Alternatively, these documents, when available, can be
obtained free of charge from First Merchants upon written request to First
Merchants Corporation, 200 East Jackson Street, Muncie, IN 47305, Attention:
Corporate Secretary, or by calling (765) 747-1500, or from Level One, upon
written request to Level One Bancorp, Inc., 32991 Hamilton Court, Farmington
Hills, MI 48334, Attention: Investor Relations, or by calling (888) 880-5663.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy securities nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
This communication is also not a solicitation of any vote in any jurisdiction
pursuant to the proposed transactions or otherwise.

Participants in the Solicitation



Level One, First Merchants, their respective directors and executive officers,
and certain other persons may be deemed to be participants in the solicitation
of proxies from holders of Level One common stock in connection with the merger.
Information about Level One's directors and executive officers is set forth in
the definitive proxy statement for Level One's 2021 annual meeting of
shareholders, as filed with the SEC on March 26, 2021, and Level One's Annual
Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC
on March 12, 2021, as well as other documents filed with the SEC. Information
about First Merchants' directors and executive officers is set forth in the
definitive proxy statement for First Merchants' 2021 annual meeting of
shareholders, as filed with the SEC on April 1, 2021, and First Merchants'
Annual Report on Form 10-K for the year ended December 31, 2020, as filed with
the SEC on March 1, 2021, as well as other documents filed with the SEC.
Additional information regarding the interests of such participants will be
included in the proxy statement/prospectus and other relevant documents
regarding the merger filed with the SEC when they become available.

Cautionary Note Regarding Forward-Looking Statements



Certain statements contained in this communication which are not statements of
historical fact constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, certain plans, expectations, goals, projections and benefits
relating to the merger transaction between Level One and First Merchants, which
are subject to numerous assumptions, risks and uncertainties. Words such as
"may," "believe," "expect," "anticipate," "intend," "will," "should," "plan,"
"estimate," "predict," "continue" and "potential" or the negative of these terms
or other comparable terminology, as well as similar expressions, are intended to
identify forward-looking statements but are not the exclusive means of
identifying such statements. Please refer to each of Level One's and First
Merchants' Annual Report on Form 10-K for the year ended December 31, 2020, as
well as their other filings with the SEC, for a more detailed discussion of
risks, uncertainties and factors that could cause actual results to differ from
those discussed in the forward-looking statements.

Forward-looking statements are not historical facts but instead express only
management's beliefs regarding future results or events, many of which, by their
nature, are inherently uncertain and outside of the management's control. It is
possible that actual results and outcomes may differ, possibly materially, from
the anticipated results or outcomes indicated in

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these forward-looking statements. In addition to factors disclosed in reports
filed by Level One and First Merchants with the SEC, risks and uncertainties for
Level One, First Merchants and the combined company include, but are not limited
to: the possibility that any of the anticipated benefits of the proposed merger
will not be realized or will not be realized within the expected time period;
the risk that integration of Level One's operations with those of First
Merchants will be materially delayed or will be more costly or difficult than
expected; the parties' inability to meet expectations regarding the timing,
completion and accounting and tax treatments of the merger ; the inability to
complete the merger due to the failure of Level One's shareholders to approve
the merger agreement; the failure to satisfy other conditions to completion of
the merger, including receipt of required regulatory and other approvals; the
failure of the proposed merger to close for any other reason; diversion of
management's attention from ongoing business operations and opportunities due to
the merger; the challenges of integrating and retaining key employees; the
effect of the announcement of the merger on Level One's, First Merchants' or the
combined company's respective customer and employee relationships and operating
results; the possibility that the merger may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; dilution
caused by First Merchants' issuance of additional shares of First Merchants
common stock in connection with the merger; and general competitive, economic,
political and market conditions and fluctuations. All forward-looking statements
included in this filing are made as of the date hereof and are based on
information available at the time of the filing. Except as required by law,
neither Level One nor First Merchants assumes any obligation to update any
forward-looking statement.


Item 9.01.   Financial Statements and Exhibits.
Exhibit No.             Description
2.1*                      Agreement and Plan of Merger, dated as of

November 4, 2021, between First

Merchants Corporation and Level One Bancorp, Inc.
                          Voting Agreement, dated as of November 4, 2021, among First Merchants
99.1                    Corporation and the directors and executive

officers of Level One Bancorp,


                        Inc.
99.2                      Press Release, dated November 4, 2021
104                       Cover Page Interactive Data File (embedded within the Inline XBRL
                        document)
                        Certain schedules to this agreement have been omitted pursuant to Item
*                       601(b)(2) of Regulation S-K and Level One agrees to

furnish supplementally to


                        the Securities and Exchange Commission a copy of

any omitted schedule upon


                        request.

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