0000950123-10-097789 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • October 29th, 2010 • United Western Bancorp Inc • State commercial banks • Colorado

This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of October 28, 2010, is made between United Western Bancorp, Inc., a Colorado corporation (formerly known as Matrix Bancorp, Inc.) (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as successor rights agent to Computershare Trust Company, as Rights Agent (the “Rights Agent”).

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INVESTMENT AGREEMENT dated as of October 28, 2010 by and among UNITED WESTERN BANCORP, INC., OAK HILL CAPITAL PARTNERS III, L.P., OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P., LOVELL MINNICK EQUITY PARTNERS III LP, LOVELL MINNICK EQUITY PARTNERS...
Investment Agreement • October 29th, 2010 • United Western Bancorp Inc • State commercial banks • New York

INVESTMENT AGREEMENT, dated as of October 28, 2010 (this “Agreement”), by and among United Western Bancorp, Inc., a Colorado corporation (the “Company”), Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. (collectively, the “Oak Hill Anchor Investor”), Lovell Minnick Equity Partners III LP and Lovell Minnick Equity Partners III-A LP (collectively, the “Lovell Minnick Anchor Investor” and, together with the Oak Hill Anchor Investor, the “Lead Anchor Investors”), Legent Group, LLC (the “Legent Group”) and Henry C. Duques (“Duques” and, together with the Legent Group, the “Duques Anchor Investor”) (each of the Oak Hill Anchor Investor, the Lovell Minnick Anchor Investor and the Duques Anchor Investor, an “Anchor Investor,” and collectively, the “Anchor Investors”).

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