0001193125-10-181532 Sample Contracts

August 3, 2010
Investment Agreement • August 6th, 2010 • Pacific Capital Bancorp /Ca/ • State commercial banks

On April 29, 2010, Pacific Capital Bancorp (the “Company”) and its wholly-owned subsidiary, Pacific Capital Bank, National Association (the “Bank”), entered into an investment agreement (the “Investment Agreement”) with SB Acquisition Company LLC (“Ford”), a wholly-owned subsidiary of Ford Financial Fund, L.P., pursuant to which, subject to certain conditions, Ford will invest $500 million in cash in the Company through purchases from the Company of (1) newly issued shares of common stock, no par value, of the Company (the “Common Stock”), at a purchase price of $0.20 per share, and (2) newly issued shares of mandatorily convertible participating voting preferred stock, no par value, having a liquidation preference of $1,000 per share, of the Company (the “Convertible Preferred Stock”), at a purchase price of $1,000 per share (the “Investment”). Under the terms of the Investment Agreement, at the closing of the Investment, the Company will issue to Ford, in consideration of the $500 mi

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