Exhibit 10.1
AMENDMENT NO. 1 TO
INVESTMENT
AGREEMENT
This AMENDMENT NO. 1 (this “
Amendment ”) to that certain Investment
Agreement, dated as of May 6, 2009 (the “
Investment Agreement ”), by and among Guaranty
Bancorp (the “ Company ”), Patriot
Financial Partners, L.P., Patriot Financial Partners Parallel,
L.P., Relational Investors Mid-Cap Fund I, L.P., Relational
Investors Mid-Cap Fund II, L.P., Castle Creek Capital Partners III,
L.P., the other investors named on the signature pages hereto
and the other investors that may become party thereto from time to
time (collectively, the “ Investors ”),
is dated as of August 11, 2009, by and among the Company and
the Investors. Capitalized terms used but otherwise defined in this
Amendment shall have the respective meanings ascribed to them in
the Investment Agreement.
WHERAS, the Company and the
Investors previously entered into the Investment Agreement,
pursuant to which the Investors will collectively purchase up to
60,000 shares of the Company’s Convertible Preferred Stock
for an aggregate Purchase Price of up to $60,000,000 upon the terms
and subject to the conditions set forth in the Investment
Agreement.
WHEREAS, the parties hereto wish to
amend the Investment Agreement in certain respects.
NOW THEREFORE, in consideration of
the foregoing and the mutual covenants herein contained, the
parties hereto hereby agree as follows:
Section 1.
Amendments .
(a)
The first paragraph of the Recitals to the Agreement is hereby
amended and restated in its entirety to read as follows:
“The Company intends to sell
to each Investor, and such Investor intends to purchase from the
Company, the number of shares of Series A Convertible
Preferred Stock, par value $0.001 per share (the “
Convertible Preferred Stock” ), set forth next
to such Investor’s name on Annex A, to be designated with the
terms, privileges and preferences set forth in the form of
Certificate of Designations attached as Exhibit A hereto on
the terms and subject to the conditions set forth
herein.
