Exhibit 99
AFFILIATE'S AGREEMENT
_______________________
Date
Gentlemen:
Reference is made to the Agreement and Plan of Merger (the "Plan")
dated the ____ day of __________________, 1997 between Commercial BancShares,
Incorporated ("Commercial") and Gateway Bancshares, Inc. ("Gateway"), and
providing for the merger of Gateway into a wholly-owned subsidiary of
Commercial, CBG Holding Company ("CBG"). As a result of the merger, Commercial
will acquire all of the issued and outstanding common stock of Gateway in
exchange for shares of the common stock of Commercial. Gateway will merge into
CBG Holding Company, a wholly-owned subsidiary chartered to facilitate the
merger. CBG will survive the merger. The undersigned stockholder has been
identified as one who may be an "affiliate" of Gateway for the purposes of Rule
145 of the Securities Act of 1933, as amended (the "Act"). As a result of the
transactions contemplated by the Plan, the affiliate will receive shares of
Commercial stock. In consideration for the receipt of such shares, the
affiliate represents, warrants and covenants as follows:
(1) Until the expiration of the limitation on the transfer of the
affiliate shares as provided in Rule 145, the affiliate will not sell, assign or
transfer any of the affiliate shares except (a) within the limits and in
accordance with the applicable provisions of Rule 145 or (b) upon receipt by
Commercial of an opinion of counsel, in form and substance satisfactory to
Commercial and its counsel, to the effect that such disposition complies with
the Act.
(2) Until the expiration of the limitation on the transfer of the
affiliate shares as provided in Rule 145(d), each certificate for the affiliate
may bear a restrictive legend in substantially the following form:
The shares represented by this certificate have been issued to
the registered holder as a result of a transaction to which Rule 145
under the Securities Act of 1933, as amended (the "Act") applies. The
shares represented by this certificate may not be sold, transferred or
assigned, and the issuer shall not be required to give effect to any
attempted sale, transfer or assignment, except pursuant to (i) the
Registration Statement then in effect under the Act, (ii) a
transaction permitted by Rule 145 as to which the issuer has received
evidence of compliance with the provisions of Rule 145 reasonably
satisfactory to it, or (iii) a transaction which, in the opinion of
counsel or as described in a "no action" or interpretive letter from
the staff of the Securities and Exchange Commission, in each case
satisfactory in form and substance to the issuer, is exempt from the
registration requirements of the Act.
Very truly yours,
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Accepted this day of , 1998, by:
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COMMERCIAL BANCSHARES, INCORPORATED
By:
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Its:
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