Commerce Bancshares Inc /Mo/ Sample Contracts

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Agreement and Plan of Merger • April 14th, 2006 • Commerce Bancshares Inc /Mo/ • State commercial banks • Missouri
COMMERCE BANCSHARES, INC. COMMON STOCK (PAR VALUE $5.00) EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • February 27th, 2009 • Commerce Bancshares Inc /Mo/ • State commercial banks • New York

Commerce Bancshares, Inc., a Missouri corporation (the “Company”), proposes to issue and sell through Morgan Stanley & Co. Incorporated, as sales agent (the “Manager”), on the terms set forth in this equity distribution agreement (this “Agreement”), shares (the “Shares”) of its common stock, par value $5.00, having aggregate gross sales proceeds of up to $200,000,000. The shares of common stock, par value $5.00, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock”.

TRUST AGREEMENT FOR THE COMMERCE BANCSHARES, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN AMENDED AND RESTATED AS OF JANUARY 1, 2001
Trust Agreement • May 9th, 2001 • Commerce Bancshares Inc /Mo/ • State commercial banks • Missouri
DEPOSIT AGREEMENT among COMMERCE BANCSHARES, INC., COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., together as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of , 2014
Deposit Agreement • June 16th, 2014 • Commerce Bancshares Inc /Mo/ • State commercial banks • New York

DEPOSIT AGREEMENT dated as of , 2014, among (i) Commerce Bancshares, Inc., a Missouri corporation, (ii) Computershare Trust Company, N.A., (iii) Computershare Inc. and (iv) the Holders from time to time of the Receipts described herein.

SEVENTH AMENDMENT TO DEVELOPMENT SERVICES AGREEMENT
Development Services Agreement • November 5th, 2020 • Commerce Bancshares Inc /Mo/ • State commercial banks

THIS SEVENTH Amendment to DEVELOPMENT SERVICES AGREEMENT (“Amendment”) is made and entered into effective as of July 17, 2020 (the “Effective Date”), by and between COMMERCE BANK, a Missouri state bank and trust company (“Owner”), 8027 FORSYTH ACQUISITIONS, L.L.C., a Missouri limited liability company (“8027 Forsyth”) and U.S. CAPITAL DEVELOPMENT, LLC, a Missouri limited liability company (collectively, with 8027 Forsyth, hereinafter referred to as “Developer”).

RECITALS
Stock Option Agreement • April 14th, 2006 • Commerce Bancshares Inc /Mo/ • State commercial banks • Missouri
NINTH AMENDMENT TO DEVELOPMENT SERVICES AGREEMENT
Development Services Agreement • November 5th, 2020 • Commerce Bancshares Inc /Mo/ • State commercial banks

THIS NINTH Amendment to DEVELOPMENT SERVICES AGREEMENT (“Amendment”) is made and entered into effective as of August 14, 2020 (the “Effective Date”), by and between COMMERCE BANK, a Missouri state bank and trust company (“Owner”), 8027 FORSYTH ACQUISITIONS, L.L.C., a Missouri limited liability company (“8027 Forsyth”) and U.S. CAPITAL DEVELOPMENT, LLC, a Missouri limited liability company (collectively, with 8027 Forsyth, hereinafter referred to as “Developer”).

SEVERANCE AGREEMENT
Severance Agreement • February 21st, 2019 • Commerce Bancshares Inc /Mo/ • State commercial banks • Missouri

THIS AGREEMENT is made and entered into as of the later of the dates set forth next to the signatures on this Agreement by and between a Missouri corporation (the “Company”) and (the “Executive”).

COMMERCE BANCSHARES, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 23rd, 2006 • Commerce Bancshares Inc /Mo/ • State commercial banks • Missouri

This Restricted Stock Award Agreement (the “Agreement”) is made this «Date», by and between COMMERCE BANCSHARES, INC. (the “Company”), and «Name» (the “Grantee”), and evidences the grant by the Company of a Restricted Stock Award (the “Award”) to the Grantee on «Date_1» (the “Date of Grant”), and the Grantee’s acceptance of the Award in accordance with the provisions of the Commerce Bancshares, Inc. 2005 Equity Incentive Plan (the “Plan”) which is incorporated herein by reference. Defined terms used herein shall have the same meaning as used in the Plan. The Company and the Grantee agree as follows:

SECOND AMENDMENT TO DEVELOPMENT SERVICES AGREEMENT
Development Services Agreement • November 5th, 2020 • Commerce Bancshares Inc /Mo/ • State commercial banks

THIS SECOND Amendment to DEVELOPMENT SERVICES AGREEMENT (“Amendment”) is made and entered into effective as of March 12, 2020 (the “Effective Date”), by and between COMMERCE BANK, a Missouri state bank and trust company (“Owner”), 8027 FORSYTH ACQUISITIONS, L.L.C., a Missouri limited liability company (“8027 Forsyth”) and U.S. CAPITAL DEVELOPMENT, LLC, a Missouri limited liability company (collectively, with 8027 Forsyth, hereinafter referred to as “Developer”).

THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED DEVELOPMENT SERVICES AGREEMENT
Development Services Agreement • November 5th, 2020 • Commerce Bancshares Inc /Mo/ • State commercial banks • Missouri

THIS DEVELOPMENT SERVICES AGREEMENT (this “Agreement”) is dated as of October __, 2019 (“Effective Date”), by and among COMMERCE BANK, a Missouri state bank and trust company (referred to herein as “Owner”), 8027 FORSYTH ACQUISITIONS, L.L.C., a Missouri limited liability company (“8027 Forsyth”) and U.S. CAPITAL DEVELOPMENT, LLC, a Missouri limited liability company (collectively, with 8027 Forsyth, hereinafter referred to herein as “Developer”).

ELEVENTH AMENDMENT TO DEVELOPMENT SERVICES AGREEMENT
Development Services Agreement • November 5th, 2020 • Commerce Bancshares Inc /Mo/ • State commercial banks

THIS ELEVENTH AMENDMENT TO DEVELOPMENT SERVICES AGREEMENT (the “Amendment”) is made and entered into effective as of September 4, 2020 (the “Effective Date”), by and between COMMERCE BANK, a Missouri state bank and trust company (“Owner”), 8027 FORSYTH ACQUISITIONS, L.L.C., a Missouri limited liability company (“8027 Forsyth”), BRENTWOOD-FORSYTH PARTNERS I, LLC, a Missouri limited liability company (“Brentwood”), and U.S. CAPITAL DEVELOPMENT, LLC, a Missouri limited liability company (“USCD,” collectively, with 8027 Forsyth and Brentwood, hereinafter referred to as “Developer”).

AGREEMENT AND PLAN OF MERGER among COMMERCE BANCSHARES, INC., SOUTH TULSA FINANCIAL CORPORATION and CBI-KANSAS, INC. Dated December 4, 2006
Agreement and Plan of Merger • December 6th, 2006 • Commerce Bancshares Inc /Mo/ • State commercial banks • Missouri

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 4, 2006 among COMMERCE BANCSHARES, INC., a Missouri corporation (“Commerce”), CBI-KANSAS, INC., a Kansas corporation (“Sub”) and SOUTH TULSA FINANCIAL CORPORATION, an Oklahoma corporation (“Company”).

FIRST AMENDMENT TO DEVELOPMENT SERVICES AGREEMENT
Development Services Agreement • November 5th, 2020 • Commerce Bancshares Inc /Mo/ • State commercial banks

THIS FIRST Amendment to DEVELOPMENT SERVICES AGREEMENT (the “Amendment”) is made and entered into effective as of December 23, 2019 (the “Effective Date”), by and between COMMERCE BANK, a Missouri state bank and trust company (“Owner”), 8027 FORSYTH ACQUISITIONS, L.L.C., a Missouri limited liability company (“8027 Forsyth”) and U.S. CAPITAL DEVELOPMENT, LLC, a Missouri limited liability company (collectively, with 8027 Forsyth, hereinafter referred to as “Developer”).

FIFTH AMENDMENT TO DEVELOPMENT SERVICES AGREEMENT
Development Services Agreement • November 5th, 2020 • Commerce Bancshares Inc /Mo/ • State commercial banks

THIS FIFTH Amendment to DEVELOPMENT SERVICES AGREEMENT (“Amendment”) is made and entered into effective as of June 11, 2020 (the “Effective Date”), by and between COMMERCE BANK, a Missouri state bank and trust company (“Owner”), 8027 FORSYTH ACQUISITIONS, L.L.C., a Missouri limited liability company (“8027 Forsyth”) and U.S. CAPITAL DEVELOPMENT, LLC, a Missouri limited liability company (collectively, with 8027 Forsyth, hereinafter referred to as “Developer”).

SEVERANCE AGREEMENT
Severance Agreement • February 24th, 2015 • Commerce Bancshares Inc /Mo/ • State commercial banks • Missouri

THIS AGREEMENT is made and entered into as of the day of by and between Commerce Bancshares, Inc., a Missouri corporation (the “Company”) and (the “Executive”).

TWELFTH AMENDMENT TO DEVELOPMENT SERVICES AGREEMENT
Development Services Agreement • August 5th, 2022 • Commerce Bancshares Inc /Mo/ • State commercial banks

THIS TWELFTH AMENDMENT TO DEVELOPMENT SERVICES AGREEMENT (the “Amendment”) is made and entered into effective as of March 30, 2021 (the “Effective Date”), by and between COMMERCE BANK, a Missouri state bank and trust company (“Owner”), 8027 FORSYTH ACQUISITIONS, L.L.C., a Missouri limited liability company (“8027 Forsyth”), BRENTWOOD-FORSYTH PARTNERS I, LLC, a Missouri limited liability company (“Brentwood”), and U.S. CAPITAL DEVELOPMENT, LLC, a Missouri limited liability company (“USCD,” collectively, with 8027 Forsyth and Brentwood, hereinafter referred to as “Developer”).

AGREEMENT AND PLAN OF MERGER among COMMERCE BANK, COMMERCE BANK, N.A. and COMMERCE BANKSHARES, INC. Dated April 2, 2007
Agreement and Plan of Merger • April 4th, 2007 • Commerce Bancshares Inc /Mo/ • State commercial banks • Missouri

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 2, 2007 among COMMERCE BANK, a Colorado state bank (“Bank”), COMMERCE BANK, N.A., a national banking association (“Commerce”), and COMMERCE BANKSHARES, INC., a Colorado corporation (“Company”).

6,000,000 Depositary Shares COMMERCE BANCSHARES, INC. SERIES B PREFERRED STOCK (PAR VALUE $1.00) UNDERWRITING AGREEMENT
Underwriting Agreement • June 17th, 2014 • Commerce Bancshares Inc /Mo/ • State commercial banks • New York
Boone National Savings and Loan Association and Commerce Bank, N.A., Announce Agreement
Commerce Bancshares Inc /Mo/ • April 7th, 2006 • State commercial banks

(Columbia, MO, April 5, 2006) – Rick Kruse, president and CEO of Boone National Savings and Loan Association, and Teresa Maledy, president and market manager, Commerce Bank, N.A., Central Missouri Region, jointly announce today the signing of an agreement whereby Commerce Bank, N.A., will acquire the banking business of Boone National Savings and Loan Association. Nominal consideration recognizes Boone National Savings and Loan Association’s equity as of December 31, 2006 of $15,389,000 plus a premium for the banking business of $16,250,000. Pending regulatory approval, the transaction is expected to close in July 2006.

DEVELOPMENT SERVICES AGREEMENT
Development Services Agreement • February 22nd, 2023 • Commerce Bancshares Inc /Mo/ • State commercial banks

WHEREAS, Owner, 8027 Forsyth, and USCD are parties to that certain Development Services Agreement dated as of October 18, 2019, as amended (the "Development Agreement"), whereby Owner engaged Developer to perform certain development services in connection with the development of the Project (as defined in the Development Agreement);

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THIRD AMENDMENT TO DEVELOPMENT SERVICES AGREEMENT
Development Services Agreement • November 5th, 2020 • Commerce Bancshares Inc /Mo/ • State commercial banks

THIS THIRD Amendment to DEVELOPMENT SERVICES AGREEMENT (“Amendment”) is made and entered into effective as of April 30, 2020 (the “Effective Date”), by and between COMMERCE BANK, a Missouri state bank and trust company (“Owner”), 8027 FORSYTH ACQUISITIONS, L.L.C., a Missouri limited liability company (“8027 Forsyth”) and U.S. CAPITAL DEVELOPMENT, LLC, a Missouri limited liability company (collectively, with 8027 Forsyth, hereinafter referred to as “Developer”).

AGREEMENT AND PLAN OF MERGER among COMMERCE BANCSHARES, INC., SUMMIT BANCSHARES INC. and
Agreement and Plan of Merger • May 16th, 2013 • Commerce Bancshares Inc /Mo/ • State commercial banks • Missouri

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 15, 2013 among COMMERCE BANCSHARES, INC., a Missouri corporation (“Commerce”), CBI-KANSAS, INC., a Kansas corporation (“Sub”), and SUMMIT BANCSHARES INC., an Oklahoma corporation (“Company”).

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 5th, 2005 • Commerce Bancshares Inc /Mo/ • State commercial banks

This Restricted Stock Award Agreement (the “Agreement”) is made this «Date», by and between COMMERCE BANCSHARES, INC. (the “Company”), and «Name» (the “Grantee”), and evidences the grant by the Company of a Restricted Stock Award (the “Award”) to the Grantee on «Date 1» (the “Date of Grant”), and the Grantee’s acceptance of the Award in accordance with the provisions of the Commerce Bancshares, Inc. Restricted Stock Plan (the “Plan”) which is incorporated herein by reference. Defined terms used herein shall have the same meaning as used in the Plan. The Company and the Grantee agree as follows:

FOURTH AMENDMENT TO DEVELOPMENT SERVICES AGREEMENT
Development Services Agreement • November 5th, 2020 • Commerce Bancshares Inc /Mo/ • State commercial banks

THIS FOURTH Amendment to DEVELOPMENT SERVICES AGREEMENT (“Amendment”) is made and entered into effective as of May 28, 2020 (the “Effective Date”), by and between COMMERCE BANK, a Missouri state bank and trust company (“Owner”), 8027 FORSYTH ACQUISITIONS, L.L.C., a Missouri limited liability company (“8027 Forsyth”) and U.S. CAPITAL DEVELOPMENT, LLC, a Missouri limited liability company (collectively, with 8027 Forsyth, hereinafter referred to as “Developer”).

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