SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • May 30th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered • Massachusetts
This Subscription Agent Agreement (the “Agreement”) is made as of May 19, 2008, between Guaranty Financial Group Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation and its wholly-owned subsidiary Computershare Trust Company, N.A., a national banking association (collectively, the “Agent” or individually “Computershare” and the “Trust Company,” respectively). All terms not defined herein shall have the meaning abscribed to such terms in the prospectus (the “Prospectus”) included in the Registration Statement on Form S-1 (File No. 333-150558) filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 1, 2008, as amended by any amendment filed with respect thereto (the “Registration Statement”).
FIRST AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • May 30th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered
This FIRST AMENDMENT TO INVESTMENT AGREEMENT (this “Amendment”), dated as of May 29, 2008, is by and among Guaranty Financial Group Inc., a Delaware corporation (the “Company”), TRT Financial Holdings, LLC, a Delaware limited liability company (the “Investor”), and certain affiliates of the Investor (the “Investor Affiliates”).
FORM OF DEALER-MANAGER AGREEMENT Guaranty Financial Group Inc.Dealer-Manager Agreement • May 30th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered • New York
