DEPOSIT AGREEMENT dated as of June 19, 2020, by and among (i) Triumph Bancorp, Inc., a Texas corporation, (ii) Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, as Depositary, and (iii) the Holders from time to time of the Receipts described herein.
WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Series C Preferred Stock of the Corporation with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares in respect of the Series C Preferred Stock so deposited; and
WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:
Section 1.1 Definitions. The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement:
Corporation shall mean Triumph Bancorp, Inc., a Texas corporation, and its successors.
Deposit Agreement shall mean this Deposit Agreement, as amended or supplemented from time to time in accordance with the terms hereof.
Depositary shall be defined as indicated in the preamble and shall include any successor as Depositary hereunder.
Depositary Shares shall mean the depositary shares, each representing 1/40th of one share of the Series C Preferred Stock, evidenced by a Receipt.
Depositarys Agent shall mean an agent appointed by the Depositary pursuant to Section 7.5.
Depositarys Office shall mean the principal office of the Depositary at which at any particular time its depositary receipt business shall be administered, which at the date of this Deposit Agreement is located at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
DTC shall mean the Depository Trust Company.
Effective Date shall mean the date first stated above.