EXHIBIT 4.6 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • August 13th, 1998 • Silicon Valley Bancshares • State commercial banks • Delaware
EXHIBIT 4.8 GUARANTEE AGREEMENTGuarantee Agreement • August 13th, 1998 • Silicon Valley Bancshares • State commercial banks • California
COMMON STOCK PAR VALUE $0.001 PER SHAREUnderwriting Agreement • December 1st, 1999 • Silicon Valley Bancshares • State commercial banks • Minnesota
EXHIBIT 1.1 DRAFT OF JULY 12, 2000 SILICON VALLEY BANCSHARES (a Delaware corporation) 2,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: , 2000 TABLE OF CONTENTSPurchase Agreement • July 13th, 2000 • Silicon Valley Bancshares • State commercial banks • New York
SVB FINANCIAL GROUP Common Stock Underwriting Agreement August 9, 2021Underwriting Agreement • August 12th, 2021 • SVB Financial Group • State commercial banks • New York
SVB Financial Group, 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 2,227,000 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 334,000 shares of common stock 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”.
EXHIBIT 10.27 CONSULTING AGREEMENT -------------------- This Consulting Agreement (this "Agreement") is entered into as of the 15th day of September, 1995, among Dennis G. Uyemura ("Consultant"), Silicon Valley Bank ("Bank"), and Silicon Valley...Consulting Agreement • November 14th, 1995 • Silicon Valley Bancshares • State commercial banks • California
EXHIBIT 2.1Merger Agreement • April 26th, 1999 • Silicon Valley Bancshares • State commercial banks
SVB FINANCIAL GROUP AND INDENTURE DATED AS OF SEPTEMBER 20, 2010 SENIOR DEBT SECURITIESIndenture • September 20th, 2010 • SVB Financial Group • State commercial banks • New York
INDENTURE, dated as of September 20, 2010, between SVB Financial Group, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal executive office at 3003 Tasman Drive, Santa Clara, California 95054 and U.S. Bank National Association, as Trustee (herein called the “Trustee”).
RECITALSEmployment Agreement • November 14th, 1995 • Silicon Valley Bancshares • State commercial banks • California
ARTICLE IAgreement as to Expenses and Liabilities • August 13th, 1998 • Silicon Valley Bancshares • State commercial banks • California
ANDPreferred Shares Rights Agreement • March 19th, 1999 • Silicon Valley Bancshares • State commercial banks • California
SILICON VALLEY BANCSHARES and WELLS FARGO BANK MINNESOTA, N.A. AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT Dated as of January 29, 2004Preferred Stock Rights Agreement • February 27th, 2004 • Silicon Valley Bancshares • State commercial banks • Delaware
This Amended and Restated Preferred Stock Rights Agreement, dated as of January 29, 2004, between Silicon Valley Bancshares, a Delaware corporation (the "Company" or "Delaware Bancshares"), and Wells Fargo Bank Minnesota, N.A. (the "Rights Agent") amends, restates, supercedes and replaces in its entirety that certain Preferred Shares Rights Agreement, dated as of October 22, 1998 (the "Original Agreement"), between Norwest Bank Minnesota, N.A., predecessor in interest to the Rights Agent, and Silicon Valley Bancshares, a California corporation and predecessor to the Company ("California Bancshares").
SVB FINANCIAL GROUP Underwriting Agreement May 6, 2021Underwriting Agreement • May 13th, 2021 • SVB Financial Group • State commercial banks • New York
SVB Financial Group, 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 representatives (the “Representatives”), $500,000,000 principal amount of its 2.100% Senior Notes due 2028 having the terms set forth in Schedule 2 hereto (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of September 20, 2010 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by an Officers’ Certificate to be dated as of the Closing Date (as defined below) establishing the terms of the Securities pursuant to Section 3.01 thereof.
EXHIBIT 10.26 GENERAL RELEASE --------------- This General Release ("Agreement") is made as of September 15, 1995, among Silicon Valley Bank (the "Bank"), Silicon Valley Bancshares ("Bancshares"), and Dennis G. Uyemura ("Employee"). Hereinafter, the...General Release • November 14th, 1995 • Silicon Valley Bancshares • State commercial banks • California
RELOCATION AGREEMENT This Relocation Agreement is dated as of December 18, 1997. Silicon Valley Bank ("Bank") and Silicon Valley Bancshares ("Company") have asked Kenneth P. ("KW") and Ruth Wilcox (together the "Wilcoxes'") to relocate to California...Relocation Agreement • March 13th, 1998 • Silicon Valley Bancshares • State commercial banks
AMENDED AND RESTATED TRUST AGREEMENT among Silicon Valley Bancshares, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and The Administrative Trustees Named HereinTrust Agreement • November 19th, 2003 • Silicon Valley Bancshares • State commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of October 30, 2003, among (i) Silicon Valley Bancshares, a Delaware corporation (including any successors or assigns, the “Depositor”), (ii) Wilmington Trust Company, as property trustee, (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) Wilmington Trust Company, as Delaware trustee (the “Delaware Trustee”), (iv) Marc Verissimo, an individual, Paulette Mehas, an individual, and Donal D. Delaney, an individual, each of whose address is c/o Silicon Valley Bancshares, 3003 Tasman Drive, Santa Clara, California, 95054 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees are referred to collectively herein as the “Trustees”) and (v) the several Holders, as hereinafter defined.
SVB FINANCIAL GROUP AND INDENTURE DATED AS OF SEPTEMBER , 2010 SENIOR DEBT SECURITIESIndenture • September 15th, 2010 • SVB Financial Group • State commercial banks • New York
INDENTURE, dated as of September , 2010, between SVB Financial Group, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal executive office at 3003 Tasman Drive, Santa Clara, California 95054 and U.S. Bank National Association, as Trustee (herein called the “Trustee”).
SILICON VALLEY BANCSHARESJunior Subordinated Indenture • October 21st, 2003 • Silicon Valley Bancshares • State commercial banks • Delaware
Reconciliation and tie between the Trust Indenture Act of 1939 (including cross-references to provisions of Sections 310 to and including 317 which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the Trust Reform Act of 1990, are a part of and govern the Indenture whether or not physically contained therein) and the Junior Subordinated Indenture, dated as of ______________, 2003.
GUARANTEE AGREEMENT Between SILICON VALLEY BANCSHARES (as Guarantor) and WILMINGTON TRUST COMPANY (as Trustee) dated as of October 30, 2003Guarantee Agreement • November 19th, 2003 • Silicon Valley Bancshares • State commercial banks • California
This GUARANTEE AGREEMENT, dated as of October 30, 2003, is executed and delivered by SILICON VALLEY BANCSHARES, a Delaware corporation (the “Guarantor”) having its principal office at 3003 Tasman Drive, Santa Clara, California, 95054, and Wilmington Trust Company, as trustee (the “Guarantee Trustee”), for the benefit of the Holders from time to time of the Preferred Securities (as defined herein) of SVB CAPITAL II, a Delaware statutory trust (the “Trust”).
SVB FINANCIAL GROUPUnderwriting Agreement • February 2nd, 2021 • SVB Financial Group • State commercial banks • New York
SVB Financial Group, 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 representatives (the “Representatives”), $500,000,000 principal amount of its 1.800% Senior Notes due 2031 having the terms set forth in Schedule 2 hereto (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of September 20, 2010 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by an Officers’ Certificate to be dated as of the Closing Date (as defined below) establishing the terms of the Securities pursuant to Section 3.01 thereof.
DEPOSIT AGREEMENT among SVB FINANCIAL GROUP 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 as of October 28, 2021Deposit Agreement • October 28th, 2021 • SVB Financial Group • State commercial banks • New York
DEPOSIT AGREEMENT, dated as of October 28, 2021, among (a) SVB FINANCIAL GROUP, a Delaware corporation; (b) AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“AST”), as Depositary (as defined below); and (c) the holders from time to time of the Receipts (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2009 • SVB Financial Group • State commercial banks • Delaware
THIS INDEMNIFICATION AGREEMENT is made and entered into as of this day of , 2009 (the “Agreement”), by and between SVB Financial Group, a Delaware corporation (the “Company”), and (the “Indemnitee”).
EXECUTIVE CHANGE IN CONTROL SEVERANCE BENEFITS AGREEMENTExecutive Change in Control Severance Benefits Agreement • November 13th, 1998 • Silicon Valley Bancshares • State commercial banks • California
SVB FINANCIAL GROUP 600,000 Depositary Shares, each representing a 1/100th interest in a share of Series E Non-Cumulative Perpetual Preferred Stock ($0.001 par value per share, liquidation preference $100,000 per share) Underwriting AgreementUnderwriting Agreement • October 28th, 2021 • SVB Financial Group • State commercial banks • New York
SVB Financial Group, 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 600,000 depositary shares (the “Depositary Shares” or the “Securities”), each representing a 1/100th interest in a share of the Series E Non-Cumulative Perpetual Preferred Stock, par value $0.001 per share, liquidation preference $100,000 per share, of the Company (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 Closing Date (as defined below) among the Company, American Stock Transfer and Trust Company, LLC (the “Depositary”), and the holders from time to time of the Depositary Receipts issued thereunder. The Prefe
SILICON VALLEY BANCSHARES Zero Coupon Convertible Subordinated Notes due June 15, 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2003 • Silicon Valley Bancshares • State commercial banks • New York
Silicon Valley Bancshares, a Delaware corporation (the "Company"), proposes to issue and sell to Credit Suisse First Boston LLC (the "Initial Purchaser"), upon the terms set forth in a purchase agreement dated May 15, 2003 (the "Purchase Agreement"), $150,000,000 aggregate principal amount of its Zero Coupon Convertible Subordinated Notes due June 15, 2008 (the "Notes"). The Notes will be issued pursuant to an Indenture, dated as of May 20, 2003 (the "Indenture"), between the Company and Wells Fargo Bank Minnesota, 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 (i) the Initial Purchaser as Initial Purchaser and (ii) the beneficial owners (including the Initial Purchaser) from time to time of the Notes and of the Underlying Common Stock (as defined herein) issued upon conversion of the Notes (each of the foregoing, a "Holder" and, collectiv
AGREEMENT AND PLAN OF MERGER by and between SVB FINANCIAL GROUP and BOSTON PRIVATE FINANCIAL HOLDINGS, INC. Dated as of January 4, 2021Merger Agreement • January 8th, 2021 • SVB Financial Group • State commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 4, 2021 (this “Agreement”), by and between SVB Financial Group, a Delaware corporation (“SVB Financial”), and Boston Private Financial Holdings, Inc., a Massachusetts corporation (“Boston Private”).
SVB FINANCIAL GROUP RESTRICTED STOCK UNIT AGREEMENT (Directors) Grant Number: «RSU_Number»Restricted Stock Unit Agreement • November 10th, 2008 • SVB Financial Group • State commercial banks • California
SVB Financial Group (the “Company”) hereby grants you, «First» «Middle» «Last» (the “Participant”), an award of restricted stock units (“RSUs”) under the SVB Financial Group 2006 Equity Incentive Plan (the “Plan”). The date of this Agreement is , 200 . Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this award are as follows:
SVB FINANCIAL GROUP RESTRICTED STOCK UNIT AGREEMENT (Executive Officers) Grant Number: «RSU_Number»Restricted Stock Unit Agreement • June 8th, 2006 • SVB Financial Group • State commercial banks
SVB Financial Group (the “Company”) hereby grants you, «First» «Middle» «Last» (the “Participant”), an award of restricted stock units (“RSUs”) under the SVB Financial Group 2006 Equity Incentive Plan (the “Plan”). The date of this Agreement is , 200 . Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this award are as follows:
SVB FINANCIAL GROUP 1,000,000 Depositary Shares, each representing a 1/100th interest in a share of Series D Non-Cumulative Perpetual Preferred Stock ($0.001 par value per share, liquidation preference $100,000 per share) Underwriting AgreementUnderwriting Agreement • October 28th, 2021 • SVB Financial Group • State commercial banks • New York
SVB Financial Group, 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 1,000,000 depositary shares (the “Depositary Shares” or the “Securities”), each representing a 1/100th interest in a share of the Series D Non-Cumulative Perpetual Preferred Stock, par value $0.001 per share, liquidation preference $100,000 per share, of the Company (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 Closing Date (as defined below) among the Company, American Stock Transfer and Trust Company, LLC (the “Depositary”), and the holders from time to time of the Depositary Receipts issued thereunder. The Pre
Lake Marriott Business Park Santa Clara, California ("the Project") FIRST AMENDMENT Date: June 10, 1997 LANDLORD: Beacon Properties, L.P., successor-in- interest to WRC Properties, Inc.Lease Amendment • August 13th, 1997 • Silicon Valley Bancshares • State commercial banks
SVB FINANCIAL GROUP Underwriting Agreement January 26, 2015Underwriting Agreement • January 29th, 2015 • SVB Financial Group • State commercial banks • New York
SVB Financial Group, 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 representatives (the “Representatives”), $350,000,000 principal amount of its 3.50% Senior Notes due 2025 having the terms set forth in Schedule 2 hereto (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of September 20, 2010 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by an Officers’ Certificate to be dated as of January 29, 2015 establishing the terms of the Securities pursuant to Section 3.01 thereof.
January 18, 2001Consulting Agreement • May 15th, 2001 • Silicon Valley Bancshares • State commercial banks • California
This letter agreement (the “Agreement”) sets out the terms and conditions of your resignation from employment with Silicon Valley Bank and Silicon Valley Bancshares (collectively, “SVB”) and your subsequent consulting arrangement with SVB:
SERVICES AGREEMENTServices Agreement • March 29th, 2019 • SVB Financial Group • State commercial banks • California
This services agreement ("Agreement") is made and entered into as of this 26th day of March, 2019 (“Effective Date”), by and between SVB Financial Group ("Company"), a Delaware corporation with an office at 3003 Tasman Drive, Santa Clara, California 95054, and Michael Dreyer ("Consultant").
AMENDMENT NO. 1 TO PREFERRED SHARES RIGHTS AGREEMENTPreferred Shares Rights Agreement • November 14th, 2003 • Silicon Valley Bancshares • State commercial banks • Delaware
This Amendment No. 1 (“Amendment No. 1”) to the Preferred Shares Rights Agreement dated as of October 22, 1998 (the “Original Agreement”), by and between Silicon Valley Bancshares, a California corporation (“California Bancshares”) and predecessor in interest to Silicon Valley Bancshares, a Delaware corporation (the “Company” or “Delaware Bancshares”), and Norwest Bank Minnesota, N.A., predecessor in interest to Wells Fargo Bank Minnesota, N.A. (the “Rights Agent”), is entered into as of November 6, 2003 by and between the Company and the Rights Agent. Each capitalized term not defined herein shall have the meaning ascribed to such term in the Original Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENTPreferred Stock Rights Agreement • August 3rd, 2004 • Silicon Valley Bancshares • State commercial banks • Delaware
This Amendment No. 1 ("Amendment No. 1") to the Amended and Restated Preferred Stock Rights Agreement dated as of January 29, 2004 (the "Restated Agreement"), by and between Silicon Valley Bancshares, a Delaware corporation (the "Company" or "Delaware Bancshares") and Wells Fargo Bank, N.A. (the "Rights Agent"), is entered into as of August 2, 2004 by and between the Company and the Rights Agent. Each capitalized term not defined herein shall have the meaning ascribed to such term in the Restated Agreement.
