Closing Letter Agreement, dated as of June 2, 2018, as an amendment to Asset Purchase Agreement, dated as of April 9, 2018, by and among Triumph Bancorp, Inc., Advance Business Capital LLC, Interstate Capital Corporation, and certain affiliates and shareholders of ICC

Amendment to Exhibit A to the Agreement.  “Exhibit A – Earnout Index Calculation Methodology” to the Agreement is hereby deleted in its entirety and replaced by “Exhibit A – Earnout Index Calculation Methodology” set forth on Annex A attached hereto.  

Estimated Closing Statement.  The Estimated Closing Statement shall be as set forth on Annex B attached hereto.  

Amendments to Schedules to the Agreement.  “Schedule 2.2(a)(viii) – Canadian Bank Accounts,” “Schedule 2.2(a)(ix) – Transferred Bank Accounts” and “Schedule 2.3(a)(iii) – Excluded Personal Property” to the Agreement are hereby deleted in their entirety and replaced by Schedule 2.2(a)(viii) – Canadian Bank Accounts,” “Schedule 2.2(a)(ix) – Transferred Bank Accounts” and “Schedule 2.3(a)(iii) – Excluded Personal Property” set forth on Annex C attached hereto.  

Amendment to Attachment 4.17(1) of the Seller Disclosure Schedules.  Pursuant to and in accordance with Section 8.1(a) of the Agreement, “Attachment 4.17(1) of the Seller Disclosure Schedule – Employee Census as of April 1, 2018” is hereby deleted in its entirety and replaced by “Attachment 4.17(1) of the Seller Disclosure Schedule – Employee Census as of May 30, 2018” set forth on Annex D attached hereto.  

Amendment to Section 2.4(a) of the Agreement.  Section 2.4(a) of the Agreement is hereby amended to replace the “; and” with “;” and to add new subsections (iv) and (v):

Amendment to Section 2.5(a)(iii) of the Agreement.  Section 2.5(a)(iii) of the Agreement is hereby amended and restated in its entirety as follows:

Amendment to Section 3.4(a) of the Agreement.  Section 3.4(a) of the Agreement is hereby amended and restated in its entirety as follows:

Other Excluded Liabilities.  For the avoidance of doubt, all liabilities related to or arising out of Section 4.7(g)(1) of the Seller Disclosure Schedule is an “Excluded Liability” under the Agreement.

Closing.  Subject to the satisfaction or waiver of the conditions to Closing set forth in Article IX of the Agreement, each Party hereby agrees that the Closing shall occur on June 2, 2018, effective as of 12:01 a.m. Mountain time on such date.  Each Party hereby further acknowledges and agrees that (i) Sellers shall pay the Total Closing Bonus Payments no later than June 4, 2018; (ii) Sellers shall provide to Purchaser payoff letters in form and substance reasonably satisfactory to Purchaser evidencing repayment of all Funded Indebtedness under the ICC Chase Credit Facility and the AFIC Chase Credit Facility secured by any Acquired Assets and the termination of all Liens on any assets securing any such Funded Indebtedness no later than June 4, 2018; (iii) with respect to the transaction expenses for the Total Closing Bonus Payments and Investment Advisor only, Sellers shall deliver evidence reasonably satisfactory to Purchaser of the payment of such transaction expenses by Sellers no later than June 4, 2018; and (iv) Purchaser shall deliver to Sellers and the administrative agent under the ICC Chase Credit Facility the cash payments required by Section 3.1(b) of the Agreement no later than June 4, 2018.  For purposes of this letter agreement, the “AFIC Chase Credit Facility” means all obligations of AFIC for borrowed money including all obligations evidenced by bonds, debentures, notes, mortgages (including chattel mortgages) or other similar instruments payable to JPMorgan Chase Bank.

Specified Client Matter; Specified Client Holdback.  All liabilities related to or arising out of the Specified Client fraud claim are “Excluded Liabilities” under the Agreement.  For purposes of the Agreement, (i) “Specified Client” means the client set forth on Annex E attached hereto and (ii) “At Risk Balances – Special” means an amount equal to $467,814.61 (the “Specified Client Holdback Amount”) deducted from the Base Purchase Price as a result of the Specified Client fraud claim.  Subject to this paragraph and Article XI of the Agreement, in the event Purchaser or any of its Affiliates receives a recovery of some or all of the funds sought to be recovered from SunTrust Bank in connection with the Specified Client fraud claim after the Closing up to the amount deducted from the Base Purchase Price as “At Risk Balances – Special” in the Sample Closing Statement, Purchaser agrees to promptly remit (or cause to be promptly remitted) such funds to Sellers to an account designated by Sellers.  For the avoidance of doubt, in the event Sellers receive any such recovery directly after the Closing up to the amount deducted from the Base Purchase Price as “At Risk Balances – Special” in the Sample Closing Statement, Sellers shall not be required to remit such funds to Purchaser; provided that (i) Sellers shall promptly notify Purchaser of this fact and (ii) Purchaser shall thereafter have no obligation to remit any Specified Client Holdback Amount up to the amount of such recovery received by Sellers to Sellers.  Subject to the following sentence, the procedures set forth in Article XI shall apply to the Specified Client fraud claims. If, prior to SunTrust Bank’s resolution of the Specified Client fraud claim (i.e., its return of funds or determination that it is unable or unwilling to return funds), (i) Specified Client requests that Purchaser remit to Specified Client all or any portion of the Specified Client Holdback Amount and (ii) the Parties, after good faith discussions and consultations, cannot come to a resolution regarding whether to remit such funds to Specified Client, Purchaser shall have the option, at its sole discretion, to either (A) remit the Specified Client Holdback Amount to Specified Client or (B) commence an interpleader action to determine the entitlement to the Specified Client Holdback Amount as between Sellers and Specified Client.