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.
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:
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”).
