Gateway Financial Holdings Inc Watch

from 8-K 2 pages Gateway Financial Holdings, Inc. Incorporated Under the Laws of the State of North Carolina Class B Preferred Stock - -3ehis Certfres That ~ See Reverse for Certain Definitions Jis the Owner of Fully Paid and Non-Assessable Shares of No Par Value Class B Preferred Stock of Gateway Financial Holdings, Inc. Transferable on the Books of the Corporation by the Holder Thereof, in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. This Certificate and the Shares Represented Hereby Are Issued Under and Shall Be Held Subject to All the Provisions of the Certificate of Incorporation of the Corporation as Now or Hereafter Amended. This Certificate Is Not Valid Unless Countersigned by the Transfer Agent and Registered by the Registrar. Witness the Seal of the Corporation and the Facsimile Signatures of Its Duly Authorized Officers. Dated: X"""""""*«, (Jllj^du Uj — Srvlai- {Ffs^) <^y§?^ U ^?OVI&^^ ^^"^ — \V Corporate Secretary '''''"••iimii"1"** Chairman, President and Chief Executiveofficer Countersigned and Registered: American Stock Transfer & Trust Company, LLC (New York, N.Y.) Transfer Agent and Registrar, Dt

from 425 2 pages Gateway Financial Holdings, Inc. Incorporated Under the Laws of the State of North Carolina Class B Preferred Stock - -3ehis Certfres That ~ See Reverse for Certain Definitions Jis the Owner of Fully Paid and Non-Assessable Shares of No Par Value Class B Preferred Stock of Gateway Financial Holdings, Inc. Transferable on the Books of the Corporation by the Holder Thereof, in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. This Certificate and the Shares Represented Hereby Are Issued Under and Shall Be Held Subject to All the Provisions of the Certificate of Incorporation of the Corporation as Now or Hereafter Amended. This Certificate Is Not Valid Unless Countersigned by the Transfer Agent and Registered by the Registrar. Witness the Seal of the Corporation and the Facsimile Signatures of Its Duly Authorized Officers. Dated: X"""""""*«, (Jllj^du Uj — Srvlai- {Ffs^) <^y§?^ U ^?OVI&^^ ^^"^ — \V Corporate Secretary '''''"••iimii"1"** Chairman, President and Chief Executiveofficer Countersigned and Registered: American Stock Transfer & Trust Company, LLC (New York, N.Y.) Transfer Agent and Registrar, Dt

from S-3 1 page State of Delaware Secretary of State Division of Corporations Delivered 05:34 Pm 07/08/2008 Filed 05:34 Pm 07/08/2008 Srv 080765889 — 4572370 File Certificate of Trust of Gateway Capital Statutory Trust V

from S-8 10 pages Gateway Financial Holdings, Inc. 1999 Bor Stock Option Plan

from S-8 25 pages Gateway Financial Holdings, Inc. 2005 Omnibus Stock Ownership and Long Term Incentive Plan

from S-3D 8 pages Gateway Financial Holdings, Inc. Dividend Reinvestment Plan

from 8-K 3 pages Rescission Offer Common Stock Acquired Pursuant to Warrants Exercised Prior to June 30, 2004

from S-8 6 pages Gateway Financial Holdings, Inc. 2001 Nonstatutory Stock Option Plan

from S-8 6 pages Gateway Financial Holdings, Inc. 1999 Nonstatutory Stock Option Plan

from S-8 7 pages Gateway Financial Holdings, Inc. 1999 Incentive Stock Option Plan

from S-3/A ~10 pages Warrant Agreement

from S-3/A 1 page Specimen Certificate for Common Stock

from S-3 ~5 pages Specimen of Warrant Certificate