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 Exhibit 10.3  


 
 

  AMENDMENT NO. 2 TO
  INVESTMENT AGREEMENT    
    


        This AMENDMENT NO. 2 (this "Amendment") to that certain Investment Agreement, dated as
of May 6, 2009 and amended as of August 11, 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 subsequent to the date hereof (collectively, the "Investors"), is dated as of
February 11, 2010, 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. 


        WHEREAS,
the Company and the Investors entered into the Investment Agreement pursuant to which they were granted registration rights pursuant to Section 10 thereof with respect to
the Convertible Preferred Stock and the Conversion Securities into which the Convertible Preferred Stock could be converted; and 


        WHEREAS,
the Company and the Investors desire to amend certain provisions of the Investment Agreement in connection with the Company's compliance with its registration obligations under
Section 10 of the Investment Agreement. 


        NOW
THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the parties hereto hereby agree as follows: 



        Section 1.    Amendments.    


        (a)   A
new definition is hereby added to Section 1 of the Investment Agreement as follows: 



        "'Non-Voting Common Stock' has the meaning set forth in the Certificate of Designations." 




        (b)   The
definition of "Registrable Securities" in Section 1 of the Investment Agreement is hereby amended and restated in its entirety to read as follows: 



        "'Registrable Securities' means all shares of Common Stock (but excluding
Non-Voting Common Stock) issued or issuable with respect to the Convertible Preferred Stock and all shares of Common Stock (but excluding Non-Voting Common Stock) issued or
issuable directly or indirectly with respect to the Conversion Securities by way of conversion or exchange thereof or share dividend or share split or in connection with a combination of shares,
recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization. As to any securities constituting Registrable Securities, such securities will cease to be
Registrable Securities when (i) a registration statement with respect to the sale by the holder thereof is declared effective under the Securities Act and such securities have been disposed of
in accordance with such registration statement, (ii) they have been acquired by the Company, (iii) they have been sold to the public pursuant to Rule 144 or Rule 145 or
other exemption from registration under the Securities Act, or (iv) they are able to be sold in their entirety by the Investor or transferee holding such securities pursuant to Rule 144
under the Securities Act within any single three-month period." 




        (c)   Section 10(a)(i)
of the Investment Agreement is hereby amended and restated in its entirety to read as follows: 



        "(i)
Subject to the terms and conditions of this Agreement, the Company covenants and agrees that by the earlier of (x) the fifth Business Day following the date that the Company
files with the Commission its Annual Report on Form 10-K for the year ended December 31, 2009 or (y) March 31, 2010, the Company shall have prepared and filed
with the Commission a Shelf Registration Statement covering all Registrable Securities, and, to the extent the Shelf Registration 









Statement
has not theretofore been declared effective, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to be declared or become effective not later than the
date that is one year after the initial Closing Date and to keep such Shelf Registration Statement continuously effective and in compliance with the Securities Act and usable for resale of such
Registrable Securities for a period from the date of its initial effectiveness until such time as there are no Registrable Securities remaining (including by refiling such Shelf Registration Statement
(or a new Shelf Registration Statement) if the initial Shelf Registration Statement expires). If the Company is a well-known seasoned issuer (as defined in Rule 405 under the
Securities Act) at the time of filing of the Shelf Registration Statement with the Commission, such Shelf Registration Statement shall be designated by the Company as an automatic Shelf Registration
Statement." 




        (d)   Section 10(c)(xii)
of the Investment Agreement is hereby amended and restated in its entirety to read as follows: 



        "(xii)
Cause all such Registrable Securities to be listed on the NASDAQ Stock Market or such other securities exchange on which similar securities issued by the Company are then listed." 




        Section 2.    Miscellaneous.    


        (a)   Each
party hereto hereby acknowledges and confirms that all references in the Investment Agreement to "this Agreement" shall be deemed to include the Investment
Agreement as amended by this Amendment. 


        (b)   Except
as expressly provided herein, the Investment Agreement shall remain in full force and effect in accordance with the terms thereof. 


        (c)   For
the convenience of the parties hereto, this Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, and
all such counterparts will together constitute the same agreement. Executed signature pages to this Amendment may be delivered by facsimile and such facsimiles will be deemed as sufficient as if
actual signature pages had been delivered. 


        (d)   This
Amendment shall be governed by, construed and enforced in accordance with the laws of the State of Colorado, without giving effect to conflicts of law principles or
other principles that would require the application of any other law. 


[Remainder of this page intentionally left blank.]









        IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date first above written. 

 






 



					
	

 	
 	
GUARANTY BANCORP
	

 	
 	
By:	
 	
/s/ PAUL W. TAYLOR







 
	 	 	Name:	 	Paul W. Taylor
	 	 	Title:	 	 Executive Vice President, Chief Financial and Operating Officer and Secretary
	

 	
 	
PATRIOT FINANCIAL PARTNERS, L.P.
	

 	
 	
By:	
 	
/s/ W. KIRK WYCOFF







 
	 	 	Name:	 	W. Kirk Wycoff
	 	 	Title:	 	 Managing Partner
	

 	
 	
PATRIOT FINANCIAL PARTNERS PARALLEL, L.P.
	

 	
 	
By:	
 	
/s/ W. KIRK WYCOFF








 
	 	 	Name:	 	W. Kirk Wycoff
	 	 	Title:	 	 Managing Partner
	

 	
 	
CASTLE CREEK CAPITAL PARTNERS III, L.P.
	

 	
 	
By:	
 	
/s/ JOHN M. EGGEMEYER







 
	 	 	Name:	 	John M. Eggemeyer
	 	 	Title:	 	 Managing Member
	

 	
 	
RELATIONAL INVESTORS MID-CAP FUND I, L.P.
	

 	
 	
By:	
 	
/s/ DAVID H. BATCHELDER







 
	 	 	Name:	 	David H. Batchelder
	 	 	Title:	 	 Principal
	

 	
 	
RELATIONAL INVESTORS MID-CAP FUND II, L.P.
	

 	
 	
By:	
 	
/s/ DAVID H. BATCHELDER







 
	 	 	Name:	 	David H. Batchelder
	 	 	Title:	 	 Principal




 

 




 






 



					
	

 	
 	
CONTEXT BH EQUITY FUND II, L.P.
	

 	
 	
By:	
 	
CCP BH II, L.P., its General Partner
	 	 	By:	 	BH CCPBH GP, LLC, its General Partner
	 	 	By:	 	BH Equity Research, LLC, its Managing Member
	

 	
 	
By:	
 	
/s/ ROBERT HENDERSHOTT







 
	 	 	Name:	 	Robert Hendershott
	 	 	Title:	 	 CEO
	

 	
 	
NR INVESTMENTS LIMITED

By its corporate director Artemis Corporate Services Limited
	

 	
 	
By:	
 	
/s/ DAVID LARKIN







 
	 	 	Name:	 	David Larkin
	 	 	Title:	 	 Director
	

 	
 	
RDV CAPITAL MANAGEMENT LP
	 	 	By:	 	RDV Corporation, its General Partner
	

 	
 	
By:	
 	
/s/ JERRY L. TUBERGEN







 
	 	 	Name:	 	Jerry L. Tubergen
	 	 	Title:	 	 President
	

 	
 	
HERITAGE CAPITAL MANAGEMENT LP
	 	 	By:	 	Buttonwood Capital, Inc., its General Partner
	

 	
 	
By:	
 	
/s/ JERRY L. TUBERGEN







 
	 	 	Name:	 	Jerry L. Tubergen
	 	 	Title:	 	 President
	

 	
 	
RDV CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT TRUST (FBO Robert H. Schierbeek)
	

 	
 	
By:	
 	
/s/ JERRY L. TUBERGEN







 
	 	 	Name:	 	Jerry L. Tubergen
	 	 	Title:	 	 Duly Authorized Agent




 

 




 






 



					
	

 	
 	
RANDALL DAMSTRA AND JULIE K. DUISTERHOF, AS JOINTS TEENANTS WITH RIGHT OF SURVIVORSHIP
	

 	
 	
/s/ RANDALL DAMSTRA






  Randall Damstra
	

 	
 	
/s/ JULIE K. DUISTERHOF






  Julie K. Duisterhof
	

 	
 	
LISA A. RUH TRUST
	

 	
 	
By:	
 	
/s/ LISA A. RUH








 
	 	 	Name:	 	Lisa A. Ruh
	 	 	Title:	 	 Trustee
	

 	
 	
/s/ THEODORE JANUS






  Theodore Janus
	

 	
 	
/s/ BRYAN BRADFORD






  Bryan Bradford
	

 	
 	
/s/ BILL BLOCK






  Bill Block
	

 	
 	
/s/ YVES BEHAR






  Yves Behar
	

 	
 	
/s/ KEITH BELLING






  Keith Belling




 

 








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AMENDMENT NO. 2 TO INVESTMENT AGREEMENT