First Guaranty Bancshares, Inc. 8-K


 Exhibit
4.1

 


 


	Number
    ****	****
    Shares
	6.75%
    SERIES A FIXED-RATE

    NON-CUMULATIVE PERPETUAL

    PREFERRED
    STOCK
	6.75%
    SERIES A FIXED-RATE

    NON-CUMULATIVE PERPETUAL

    PREFERRED
    STOCK

	 	 
	FIRST
    GUARANTY BANCSHARES, INC.

    A
    CORPORATION FORMED

    UNDER
    THE LAWS OF THE

    STATE
    OF LOUISIANA
	SEE
    REVERSE FOR

    IMPORTANT
    NOTICE ON

    TRANSFER
    RESTRICTIONS

    AND
    OTHER INFORMATION

	 	 
	 	CUSIP
    32043P 304
	 	 
	 	ISIN
    US32043P3047
	 	 
	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.


 


Dated:


 





	 	 	 
	SECRETARY	 	PRESIDENT



 








COUNTERSIGNED
AND REGISTERED:


 


ZIONS BANCORPORATION,
NATIONAL ASSOCIATION


 





	By:	 	 
	 	AUTHORIZED SIGNATURE	 



 








 


 


[SEAL]




     

    	 



    

 


IMPORTANT
NOTICE


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	 	 	 	 	 	 	 	 
	 	 	Custodian	 	 	 	 	 	 	 	 


 


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.


 





	Dated:	 	 


 


 


	 	X	 
	 	 
	 	X	 
	 	 
	 	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.












 





 


Signature(s)
Guaranteed


 





	By	 	 



 





 


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.