SECURITIES ISSUED ON ACCOUNT OF SERIES A PREFERRED STOCK
PURSUANT HERETO OR CERTIFICATES REPRESENTING SUCH SHARES OR SECURITIES.
THE
COMPANY SHALL NOT, HOWEVER, BE REQUIRED TO PAY ANY SUCH TAX THAT MAY BE PAYABLE
IN RESPECT OF ANY TRANSFER INVOLVED IN THE ISSUANCE OR DELIVERY OF SHARES OF
SERIES A PREFERRED STOCK OR CONVERSION SECURITIES OR OTHER SECURITIES IN A NAME
OTHER THAN THAT IN WHICH THE SHARES OF SERIES A PREFERRED STOCK WITH RESPECT TO
WHICH SUCH SHARES OR OTHER SECURITIES ARE ISSUED OR DELIVERED WERE REGISTERED,
OR IN RESPECT OF ANY PAYMENT TO ANY PERSON OTHER THAN A PAYMENT TO THE
REGISTERED HOLDER THEREOF, AND SHALL NOT BE REQUIRED TO MAKE ANY SUCH ISSUANCE,
DELIVERY OR PAYMENT UNLESS AND UNTIL THE PERSON OTHERWISE ENTITLED TO SUCH
ISSUANCE, DELIVERY OR PAYMENT HAS PAID TO THE COMPANY THE AMOUNT OF ANY SUCH TAX
OR HAS ESTABLISHED, TO THE SATISFACTION OF THE COMPANY, THAT SUCH TAX HAS BEEN
PAID OR IS NOT PAYABLE.
[Signature page follows]
A-20
IN WITNESS WHEREOF, the Company has caused this Resolution to be signed by its
duly authorized officer, on [·], 2009.
GUARANTY BANCORP
By:
Name:
Title:
[Signature Page to Certificate of Designations]
A-21
EXHIBIT B
FORM OF VOTING AGREEMENT
This Voting Agreement (this "Agreement"), dated as of May 6, 2009, is by and
among the stockholders listed on the signature page hereto (each, a
"Stockholder" and, collectively, the "Stockholders") and each of Patriot
Financial Partners, L.P., Patriot Financial Partners Parallel, L.P., Relational
Investors Mid-Cap Fund I, L.P. and Relational Investors Mid-Cap Fund II, L.P.
(each, an "Investor" and, collectively, the "Investors").
WHEREAS, simultaneously with the execution of this Agreement, Guaranty Bancorp,
a Delaware corporation (the "Company"), and the investors listed on the
signature pages thereto are entering into an Investment Agreement (the
"Investment Agreement"), dated as the date hereof, providing, among other
things, for the purchase by such investors from the Company of Series A
Convertible Non-Cumulative Preferred Stock, convertible into shares of Company
Common Stock;
WHEREAS, the Board of Directors of the Company has approved the Investment
Agreement and the transactions contemplated thereby; and
WHEREAS, as a condition and inducement to the Investors' willingness to enter
into the Investment Agreement, each Investor has required that the Stockholders
enter into this Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein and in
the Investment Agreement, the parties hereto, intending to be legally bound,
hereby agree as follows:
1.
CERTAIN DEFINITIONS.
(A)
FOR PURPOSES OF THIS AGREEMENT, ALL CAPITALIZED TERMS USED BUT NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE RESPECTIVE MEANINGS GIVEN TO SUCH TERMS
IN THE INVESTMENT AGREEMENT.
(B)
FOR PURPOSES OF THIS AGREEMENT, "BENEFICIALLY OWN" OR "BENEFICIAL
OWNERSHIP" WITH RESPECT TO ANY SECURITIES SHALL MEAN HAVING "BENEFICIAL
OWNERSHIP" OF SUCH SECURITIES (AS DETERMINED PURSUANT TO RULE 13D-3 UNDER THE
EXCHANGE ACT).
(C)
FOR PURPOSES OF THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE
FOLLOWING MEANINGS:
"Company Common Stock" means the Company's shares