LIMITED POWER OF ATTORNEY
The undersigned, Kirk L. Lee, a director of Guaranty Bancshares, Inc. (the
"Corporation"), hereby authorizes and designates each of Tyson T. Abston;
Clifton A. Payne; Randall R. Kucera; and Fenimore, Kay, Harrison and Ford, LLP,
as my agent and attorney-in-fact, each with full power of substitution to:
(l) prepare and sign on my behalf any Form ID for filing with the United
States Securities and Exchange Commission, generate or update on my behalf any
applicable EDGAR access codes, and request on my behalf any EDGAR passphrases or
other related filings codes, if necessary;
(2) prepare and sign on my behalf any Form 3, Form 4 or Form 5 under
Section 16 of the Securities Exchange Act of 1934 or any amendment thereto and
file, or cause to be filed, the same with the United States Securities and
Exchange Commission and, if applicable, each national stock exchange on which
the Corporation's stock is listed;
(3) prepare and sign on my behalf any Form 144 Notice under the Securities
Act of 1933, or any amendment thereto, and file, or cause to be filed, the same
with the United States Securities and Exchange Commission;
(4) prepare and sign on my behalf any Schedule 13D or Schedule 13G under
the Securities Exchange Act of 1934, or any amendment thereto, and file, or
cause to be filed, the same with the United States Securities and Exchange
Commission and, if applicable, each national stock exchange on which the
Corporation's stock is listed; and
(5) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on my behalf
pursuant to this Limited Power of Attorney shall be in such a form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and petform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Corporation assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer subject to Section 16 of the Securities Exchange
Act of 1934 with respect to the Corporation, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
[Signature Page to Limited Power of Attorney]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed on this 14th day of April, 2017.
/s/ Kirk L. Lee
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Kirk L. Lee
SUBSCRIBED AND SWORN TO before me this 14th day of April, 2017.
/s/ Sondra Cunningham
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Notary Public
My Commission Expires: 12/12/17
Kirk L. Lee
Filed: 8 May 17, 12:00am