SILVERGATE CAPITAL CORPORATION Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2021 • Silvergate Capital Corp • State commercial banks • New York
SILVERGATE CAPITAL CORPORATION Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2019 • Silvergate Capital Corp • State commercial banks • New York
Silvergate Capital Corporation, a Maryland corporation (the “Company”), and certain stockholders of the Company named in Schedule II attached hereto (the “Selling Stockholders”), propose to sell an aggregate of [●] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the [●] shares of the Firm Stock, [●] are being sold by the Company and [●] are being sold by the Selling Stockholders. In addition, the Selling Stockholders propose to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [●] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.
DEPOSIT AGREEMENT among SILVERGATE CAPITAL CORPORATION AS ISSUER and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AS DEPOSITARY and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated August 4, 2021 DEPOSIT AGREEMENTDeposit Agreement • August 4th, 2021 • Silvergate Capital Corp • State commercial banks • New York
DEPOSIT AGREEMENT, dated August 4, 2021, among (i) SILVERGATE CAPITAL CORPORATION, a Maryland corporation; (ii) AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, and (iii) the Record Holders from time to time of the Receipts described in this Deposit Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 11th, 2021 • Silvergate Capital Corp • State commercial banks • California
EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made August 7, 2020 (“Effective Date”), by and between Silvergate Bank, a California chartered commercial bank (the “Bank”), and Silvergate Capital Corporation, a Maryland corporation, (the “Parent”), and Kathleen E. Fraher (“Executive”).
SILVERGATE CAPITAL CORPORATION INVESTOR RIGHTS AGREEMENT FEBRUARY 22, 2018Rights Agreement • November 16th, 2018 • Silvergate Capital Corp • National commercial banks • California
INVESTOR RIGHTS AGREEMENT dated as of February 22, 2018 (this “Agreement”) between Silvergate Capital Corporation, a Maryland corporation (the “Company”), and _____________, a ________ (the “Investor”).
SILVERGATE CAPITAL CORPORATION INVESTOR RIGHTS AGREEMENT AUGUST 20, 2014Investor Rights Agreement • November 16th, 2018 • Silvergate Capital Corp • National commercial banks • California
INVESTOR RIGHTS AGREEMENT dated as of August 20, 2014 between Silvergate Capital Corporation, a Maryland corporation (the “Company”), and (the “Investor”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • November 16th, 2018 • Silvergate Capital Corp • National commercial banks • California
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT is dated this 4th day of October, 2017, among SILVERGATE CAPITAL CORPORATION, a Maryland corporation (the “Corporation”), SILVERGATE BANK, a California banking corporation (the “Bank”), and Dennis S. Frank (the “Executive”). The Corporation and the Bank are collectively referred to as the “Employers”.
REGISTRATION RIGHTS AGREEMENT by and among SILVERGATE CAPITAL CORPORATION, and the HOLDERS party heretoRegistration Rights Agreement • February 4th, 2022 • Silvergate Capital Corp • State commercial banks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of January 31, 2022, is by and among Silvergate Capital Corporation, a Maryland corporation (the “Company”), the parties identified on the signature pages hereto under the heading “Holders” (the “Initial Holders”), and the other holders party hereto from time to time.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • November 16th, 2018 • Silvergate Capital Corp • National commercial banks • California
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT is dated this 29th day of September, 2005, among SILVERGATE CAPITAL CORPORATION, a Maryland corporation (the “Corporation”), SILVERGATE BANK, a California industrial bank (the “Bank”), and Derek J. Eisele (the “Executive”). The Corporation and the Bank are collectively referred to as the “Employers”.
SILVERGATE CAPITAL CORPORATION COMPENSATORY STOCK OPTION AWARD AGREEMENT PURSUANT TO THE 2018 EQUITY COMPENSATION PLANCompensatory Stock Option Award Agreement • November 16th, 2018 • Silvergate Capital Corp • National commercial banks
This option is granted on _______________, (the “Grant Date”) by Silvergate Capital Corporation (the “Company”) to ________________, (the “Optionee”), in accordance with the following terms and conditions:
SILVERGATE CAPITAL CORPORATION NON-QUALIFIED STOCK OPTION AWARD AGREEMENT PURSUANT TO THE 2018 EQUITY COMPENSATION PLANNon-Qualified Stock Option Award Agreement • October 28th, 2019 • Silvergate Capital Corp • State commercial banks
This Option is granted on , (the “Grant Date”) by Silvergate Capital Corporation (the “Company”) to , (the “Optionee”), in accordance with the following terms and conditions:
ASSET PURCHASE AGREEMENT by and among Silvergate Capital Corporation, as the Buyer and Libra Association, Diem Networks US HoldCo, Inc., Diem Networks US, Inc., Diem Networks II LLC, Diem Networks LLC, and Diem LLC, as the Sellers dated as of January...Asset Purchase Agreement • February 4th, 2022 • Silvergate Capital Corp • State commercial banks • Delaware
SILVERGATE CAPITAL CORPORATION 8,000,000 Depositary Shares, each representing a 1/40th interest in a share of 5.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A ($0.01 par value per share, liquidation preference $1,000 per share)...Underwriting Agreement • July 30th, 2021 • Silvergate Capital Corp • State commercial banks • New York
Silvergate Capital Corporation, a Maryland corporation (the “Company”), proposes to sell an aggregate of 8,000,000 depositary shares (the “Securities”), each representing a 1/40th interest in a share of the 5.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, liquidation preference $1,000 per share, (the “Preferred Stock”). The Preferred Stock, when issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Securities and will be issued under a deposit agreement (the “Deposit Agreement”) to be dated on or about the Delivery Date (as defined below) among the Company, American Stock Transfer & Trust Company, LLC (the “Depositary”), and the holders from time to time of the Depositary Receipts issued thereunder. The Preferred Stock is to be issued by the Company pursuant to the articles supplementary classifying and designating the Preferred Stock (the “Articles Supplementary”), to be fi
SILVERGATE CAPITAL CORPORATION Common Stock (par value $0.01 per share) Having an Aggregate Offering Price of up to Equity Distribution AgreementTerms Agreement • March 9th, 2021 • Silvergate Capital Corp • State commercial banks • New York
Silvergate Capital Corporation, a Maryland corporation (the “Company”) confirms its agreement (this “Agreement”) with Goldman Sachs & Co. LLC (“Goldman”), Keefe, Bruyette & Woods, Inc. (“KBW”), Canaccord Genuity LLC (“CG”), Compass Point Research & Trading, LLC (“Compass Point”), Craig-Hallum Capital Group LLC (“Craig-Hallum”), and Wedbush Securities Inc. (“Wedbush”) (each a “Manager” and, collectively, the “Managers”) as follows:
AGREEMENTAgreement • November 16th, 2018 • Silvergate Capital Corp • National commercial banks
THIS AGREEMENT (the “Agreement”) made as of the 2nd day of May, 2014, by and between Dennis Frank (hereinafter “Frank”) and Silvergate Bank (hereinafter “Silvergate”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2018 • Silvergate Capital Corp • National commercial banks • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of January 1, 2018 (the “Effective Date”), between Silvergate Capital Corporation (“SCC”), Silvergate Bank (“Silvergate”), and Alan J. Lane (“Executive”) for the purposes set forth in this Agreement.
SILVERGATE CAPITAL CORPORATION INCENTIVE STOCK OPTION AWARD AGREEMENT PURSUANT TO THE 2018 EQUITY COMPENSATION PLANIncentive Stock Option Award Agreement • October 28th, 2019 • Silvergate Capital Corp • State commercial banks
This Option is granted on , (the “Grant Date”) by Silvergate Capital Corporation (the “Company”) to , (the “Optionee”), in accordance with the following terms and conditions:
SILVERGATE CAPITAL CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 28th, 2019 • Silvergate Capital Corp • State commercial banks • Maryland
Silvergate Capital Corporation (the “Company”) hereby grants a restricted common stock (“Common Stock”) award (the “Award”) to the person named below (the “Participant,” “you,” or “your”). This Award is issued pursuant to the Silvergate Capital Corporation 2018 Equity Compensation Plan (the “Plan”) and the terms and conditions of this Award shall be as set forth in the Plan and as are set forth in this Restricted Award Agreement (“Agreement”). Unless otherwise indicated, whenever capitalized terms are used in this Agreement, they shall have the meanings set forth in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its terms and provisions, all of which are incorporated herein. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. If you do not sign and return this Agreement within 30 days following the Gran
SILVERGATE CAPITAL CORPORATION STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Right Award Agreement • October 28th, 2019 • Silvergate Capital Corp • State commercial banks • Maryland
This Stock Appreciation Right Award Agreement (“Agreement”) is made and entered into as of this day of , (the “Grant Date”), between Silvergate Capital Corporation, a Maryland corporation (the “Company”) and (“Participant”).
