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CERTIFICATE OF ELIMINATION
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
GUARANTY FINANCIAL GROUP INC.
Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware
Guaranty
Financial Group Inc., a corporation organized and existing under
the laws of the State of Delaware (the “
Company ”), in accordance with the provisions
of Section 151(g) of the General Corporation Law of the State of
Delaware (the “ DGCL ”), hereby certifies
as follows:
1. That the
Board of Directors of the Company (the “ Board
”), pursuant to Section 151 of the DGCL and the
authority granted in the Company’s Amended and Restated
Certificate of Incorporation (the “ Certificate of
Incorporation ”), by resolution duly adopted,
authorized the issuance of a series of 200,000 shares of
Series A Junior Participating Preferred Stock (the “
Series A Preferred Stock ”), and
established the powers, preferences and relative, participating and
other rights, and the qualifications, limitations or restrictions
thereof, and authorized the filing of a certificate of designation
(the “ Series A Certificate of Designation
”) with respect to such Series A Preferred Stock, which
Series A Certificate of Designation was filed by the Company
in the office of the Secretary of State of the State of Delaware
(the “ Secretary of State ”) on
December 11, 2007.
2. That no
shares of Series A Preferred Stock have been issued and,
therefore, no shares of Series A Preferred Stock are
outstanding as of the date hereof.
3. That the
Board has adopted the following resolutions:
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