|fully Paid and Non-Assessable Shares of the Common Stock of Guaranty Financial Group Inc., a Delaware corporation, trnasferrable on the books of the
Corporation by the the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This
Certificate and the shares represented hereby are issued and shall be held subject to all of the terms, conditions and li9mitations of the
Certificate of Incorporation and By-laws of the Corporation as the same shall hereafter be amended. This certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar.