JPMorgan Chase Bank, National Association London EC4Y 0JP EnglandSVB Financial Group • April 7th, 2008 • State commercial banks • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and SVB Financial Group (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
SVB FINANCIAL GROUP Purchase AgreementPurchase Agreement • April 7th, 2008 • SVB Financial Group • State commercial banks • New York
The Securities are to be issued under an indenture (the “Indenture”) to be dated as of the Closing Date (as defined in Section 3) between the Company and Wells Fargo Bank, N.A., as trustee (the “Trustee”). The Securities will be convertible, subject to certain conditions set forth in the Indenture, at the option of the holder prior to maturity (unless previously repurchased by the Company) for cash and fully paid, nonassessable shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), if any, in accordance with the terms of the Securities and the Indenture, as described in Schedule A hereto. As used herein, “Conversion Shares” means the shares of Common Stock into which the Securities are initially convertible.
