COMMON STOCK ________ SHARES
CERTIFICATE NO. SYNERGY FINANCIAL GROUP, INC. CUSIP__________
INCORPORATED UNDER THE
LAWS OF THE UNITED STATES
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS
CERTIFIES
THAT
IS THE
OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK,
$0.10 PAR VALUE PER SHARE, OF
SYNERGY FINANCIAL GROUP, INC.
The shares evidenced by this certificate are transferable only on the
books of the Company by the holder of record hereof in person or by attorney,
upon the surrender of this certificate properly endorsed. This certificate and
the shares represented thereby are issued and shall be subject to all the
provisions contained in the Company's Charter and Bylaws (copies of which are on
file with the Company, and to all the provisions to which the holder, by
acceptance hereof, assents. These shares are nonwithdrawable and are not of an
insurable type. These shares are nonwithdrawable and are not of an insurable
type. Such shares are not insured by the Federal Deposit Insurance Corporation,
the Bank Insurance Fund, the Savings Association Insurance Fund or any other
government agency.
In Witness Whereof, the Company has caused this certificate to be
executed by the signatures of its duly authorized officers and has caused its
corporate seal to be hereunto affixed.
_________________________________ ________________________
Marianne Jeffers John S. Fiore
Secretary [SEAL] President
================================================================================
SYNERGY FINANCIAL GROUP, INC.
The shares represented by this certificate are issued subject to all
the provisions of the Charter and Bylaws of SYNERGY FINANCIAL GROUP, INC. (the
"Company"), as from time to time amended (copies of which are on file at the
principal office of the Company), to all of which the holder by acceptance
hereof assents. The following description constitutes a summary of certain
provisions of, and is qualified in its entirety by reference to, the Charter.
The Charter of the Company contains certain provisions, applicable upon
the effective date of the reorganization of Synergy Federal Savings Bank into a
federal stock savings bank and the concurrent formation of a mutual holding
company, that restrict persons from directly or indirectly acquiring or holding,
or attempting to acquire or hold, the beneficial ownership of in excess of 10%
of the outstanding shares of capital stock of the Company entitled to vote
generally in the election of directors ("Voting Stock"). The Charter contains a
provision pursuant to which the shares beneficially held in excess of 10% the
Voting Stock of the Company are considered "excess shares" and shall not be
counted as shares entitled to vote and shall not be voted by any person or
counted as voting shares in connection with any matters submitted to the
stockholders for a vote. These restrictions are not applicable to underwriters
in connection with a public offering of the common stock, certain reorganization
transactions described in the Charter or to acquisitions of Voting Stock by the
Company, any majority-owned subsidiary of the Company, or any tax-qualified
employee stock benefit plan that is exempt from the approval requirements under
574.3(c)(1)(vi) of the regulations of the Office of Thrift Supervision.
The Board of Directors of the Company is authorized by resolution or
resolutions, from time to time adopted, to provide for the issuance of serial
preferred stock, in series and to fix and state the voting powers, designations,
preferences and relative, participating, optional, or other special rights of
the shares of each such series and the qualifications, limitations and
restrictions thereof. The Company will furnish to any shareholder upon request
and without charge a full description of each class of stock and any series
thereof.
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.
TEN COM - as tenants in common UNIF GIFT TRAN ACT - __________ Custodian __________
(Cus) (Minor)
TEN ENT - as tenants by the entireties
under Uniform Transfers to Minors Act
JT TEN - as joint tenants with right of _______________________
survivorship and not as tenants (State)
in common
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _____________ hereby sell, assign and transfer unto
_____________, _____________ shares of the common stock evidenced by this
certificate, and do hereby irrevocably constitute and appoint _____________,
Attorney, to transfer the said shares on the books of the Company with full
power of substitution.
Dated ______________________
______________________________________
Signature
______________________________________
Signature
In presence of: __________________________
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE
STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.