Specimen Certificate representing the 6.75% Series A Fixed-Rated Non-Cumulative Perpetual Preferred Stock
First Guaranty Bancshares, Inc. 8-K
|Number ****||**** Shares|
6.75% SERIES A FIXED-RATE
6.75% SERIES A FIXED-RATE
FIRST GUARANTY BANCSHARES, INC.
A CORPORATION FORMED
UNDER THE LAWS OF THE
STATE OF LOUISIANA
SEE REVERSE FOR
IMPORTANT NOTICE ON
AND OTHER INFORMATION
|CUSIP 32043P 304|
|This Certifies that [SPECIMEN]|
|is the record holder of ************|
FULLY PAID AND NON-ASSESSABLE SHARES OF 6.75% SERIES A FIXED-RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, PAR VALUE $1,000 PER SHARE, OF
FIRST GUARANTY BANCSHARES, INC. (the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its 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 provisions of the Restated Articles of Incorporation of the Corporation, as amended (the “Articles of Incorporation”), including the Articles of Amendment to the Articles of Incorporation establishing the 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock effective April 22, 2021, and the Bylaws of the Corporation, and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
COUNTERSIGNED AND REGISTERED:
ZIONS BANCORPORATION, NATIONAL ASSOCIATION
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS OF STOCK OF THE CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE RESTATED ARTICLES OF INCORPORATION OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE CORPORATION AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE CORPORATION A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
|UNIF GIFT MIN ACT||Custodian|
|TEN COM -||as tenants in common||(Custodian)||(Minor)|
|TEN ENT -||as tenants by the entireties||under Uniform Gifts to Minors Act of|
|JT TEN -||as joint tenants with right of|
|survivorship and not as||(State)|
|tenants in common|
Additional abbreviations may also be used though not in the above list.
For Value Received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)
Shares of the 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Shares, par value $1,000 per share, of the Corporation represented by the within Certificate, and do hereby irrevocably constitute and appoint attorney to transfer the said shares on the books of the within named Corporation with full power of substitution in the premises.
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
THE SIGNATURE(S) MUST BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.