Privatebancorp, Inc Sample Contracts

PRIVATEBANCORP, INC. 19,324,051 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • October 30th, 2009 • Privatebancorp, Inc • State commercial banks • New York

PrivateBancorp, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 19,324,051 shares of Common Stock, no par value, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,898,607 shares of Common Stock, no par value, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

Background
Lease • March 7th, 2003 • Privatebancorp Inc • State commercial banks
OFFICE LEASE Between 208 SOUTH LASALLE ASSOCIATES, L.P. as Landlord And LODESTAR FINANCIAL SERVICES, INC. as Tenant
Office Lease • March 7th, 2003 • Privatebancorp Inc • State commercial banks • Illinois
EXHIBIT 2.5 ----------- FORM OF EMPLOYMENT AGREEMENT --------------------
Employment Agreement • July 19th, 1999 • Privatebancorp Inc • State commercial banks • Illinois
EXHIBIT 2.6 ----------- FORM OF NON-COMPETITION AND SUPPORT AGREEMENT -------------------------------------
Non-Competition Agreement • July 19th, 1999 • Privatebancorp Inc • State commercial banks • Illinois
RECITALS
Loan Agreement • May 10th, 2002 • Privatebancorp Inc • State commercial banks
Underwriting Agreement
Underwriting Agreement • October 12th, 2012 • Privatebancorp, Inc • State commercial banks • New York
PRIVATEBANCORP, INC., ISSUER AND U.S. BANK NATIONAL ASSOCIATION, TRUSTEE SUBORDINATED DEBT SECURITIES INDENTURE Dated as of October 18, 2012
Indenture • October 18th, 2012 • Privatebancorp, Inc • State commercial banks • New York

INDENTURE, dated as of October 18, 2012, between PRIVATEBANCORP, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 120 S. LaSalle Street, Chicago, Illinois, 60603, and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

RECITALS
Loan Agreement • March 30th, 2000 • Privatebancorp Inc • State commercial banks • Illinois
RECITALS
Loan Agreement • May 10th, 2002 • Privatebancorp Inc • State commercial banks • Illinois
OUTSOURCING AGREEMENT BY AND BETWEEN THE PRIVATEBANK AND TRUST COMPANY
Outsourcing Agreement • June 15th, 1999 • Privatebancorp Inc • State commercial banks • Wisconsin
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN PRIVATEBANCORP, INC. AND TOWNE SQUARE FINANCIAL CORPORATION
Agreement and Plan of Reorganization • June 28th, 1999 • Privatebancorp Inc • State commercial banks • Illinois
PRIVATEBANCORP, INC. as the Company and as Trustee Senior Indenture Dated as of _________
Senior Indenture • November 9th, 2015 • Privatebancorp, Inc • State commercial banks • New York

WHEREAS, the Company has duly authorized the issue from time to time of its debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof,

Recitals
Replacement Capital Covenant • May 23rd, 2008 • Privatebancorp, Inc • State commercial banks
RECITALS:
Building Lease • March 14th, 2002 • Privatebancorp Inc • State commercial banks
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 8th, 2006 • Privatebancorp Inc • State commercial banks • Illinois

THIS AGREEMENT, made and entered into as of April 6, 2005 (the “Effective Date”), by and among PrivateBancorp, Inc. (hereinafter referred to as “PrivateBancorp”), the direct or indirect subsidiary of PrivateBancorp, Inc. set forth on the signature page hereof (the “Subsidiary” and together with PrivateBancorp, hereinafter sometimes referred to as the “Employer”), and James A. Ruckstaetter (hereinafter called the “Executive”).

EXHIBIT 2.4 ----------- FORM OF STOCK TRANSFER RESTRICTION AGREEMENT
Stock Transfer Restriction Agreement • July 19th, 1999 • Privatebancorp Inc • State commercial banks • Illinois
AGREEMENT AND PLAN OF MERGER by and among CANADIAN IMPERIAL BANK OF COMMERCE, PRIVATEBANCORP, INC. and CIBC HOLDCO INC. Dated as of June 29, 2016
Merger Agreement • July 6th, 2016 • Privatebancorp, Inc • State commercial banks • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2016 (this “Agreement”), by and among CANADIAN IMPERIAL BANK OF COMMERCE, a Canadian chartered bank (“Parent”), PRIVATEBANCORP, INC., a Delaware corporation (“Company”), and CIBC HOLDCO INC., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Holdco”).

Underwriting Agreement
Underwriting Agreement • October 12th, 2012 • Privatebancorp, Inc • State commercial banks • New York
PREFERRED SECURITIES GUARANTEE AGREEMENT by and between PRIVATEBANCORP, INC., as Guarantor and WILMINGTON TRUST COMPANY, as Guarantee Trustee relating to PRIVATEBANCORP CAPITAL TRUST IV Dated as of May 22, 2008
Preferred Securities Guarantee Agreement • May 23rd, 2008 • Privatebancorp, Inc • State commercial banks • Illinois

GUARANTEE AGREEMENT, dated as of May 22, 2008, between PRIVATEBANCORP, INC., a Delaware corporation (the “Guarantor”), and WILMINGTON TRUST COMPANY, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of PRIVATEBANCORP CAPITAL TRUST IV, a Delaware statutory trust (the “Issuer Trust”).

TARP COMPENSATION AGREEMENT
Tarp Compensation Agreement • May 8th, 2012 • Privatebancorp, Inc • State commercial banks • Illinois

THIS TARP COMPENSATION AGREEMENT (the “Agreement”) is entered into as of March 15, 2012, by and between PrivateBancorp, Inc., a Delaware corporation (the “Company”), and the undersigned executive of the Company (“Grantee”).

PRIVATEBANCORP, INC. 3-5/8% Contingent Convertible Senior Notes due 2027 Registration Rights Agreement
Registration Rights Agreement • March 15th, 2007 • Privatebancorp, Inc • State commercial banks • New York

PrivateBancorp, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to RBC Capital Markets Corporation (the “Initial Purchaser”) upon the terms set forth in a purchase agreement dated March 8, 2007 (the “Purchase Agreement”), $100,000,000 aggregate principal amount (plus up to an additional $15,000,000 principal amount) of its 3-5/8% Contingent Convertible Senior Notes due 2027 (the “Securities”). The Securities will be convertible into shares of the Company’s Common Stock, no par value per share (the “Common Stock”), at the conversion price set forth in the Final Offering Memorandum dated March 8, 2007. The Securities will be issued pursuant to an Indenture, dated as of March 14, 2007 (the “Indenture”), between the Company and LaSalle Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of the Holders (as hereinafter defi

EXHIBIT 2.2 ----------- FORM OF BUILDING LEASE --------------
Building Lease • July 19th, 1999 • Privatebancorp Inc • State commercial banks • Illinois
PRIVATEBANCORP CAPITAL TRUST IV ($25 liquidation amount per security) guaranteed by PRIVATEBANCORP, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • May 23rd, 2008 • Privatebancorp, Inc • State commercial banks • Illinois

certain eligible officers, directors and employees of the Company and its subsidiaries (“Reserved Securities Participants”), as part of the distribution of the Firm Securities by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority (“FINRA”) and all other applicable laws, rules and regulations. To the extent that such Reserved Securities are not orally confirmed for purchase, and subject to an agreement to purchase, by such eligible officers, directors and employees by the end of the first business day after the date of this Agreement, such Reserved Securities may be offered to the public as part of the public offering contemplated hereby. To the extent described in the Prospectus (as defined herein), the Firm Securities and the Option Securities will be guaranteed by the Company on a junior subordinated basis with respect to distributions and amounts payable upon liquidation or re