WARRANT TO PURCHASE COMMON STOCKCentral Federal Corp • May 13th, 2014 • Savings institution, federally chartered • Ohio
This Certifies That, for value received, ___________________________ or his, her or its assigns (“Holder”), is entitled to subscribe for and purchase from Central Federal Corporation, a Delaware corporation (the “Company”), during the Exercise Period (as defined below), ______ shares of common stock, $0.01 par value per share, of the Company (the “Shares”) at an exercise price of $1.85 per Share (the “Exercise Price”), subject to adjustment as provided herein. This warrant (the “Warrant”) is being issued in connection with the Company’s offering to certain qualified accredited investors (as that term is defined under Rule 501(a) of Regulation D promulgated under the Act ) of up to a maximum of 480,000 shares of 6.25% Non-Cumulative Convertible Perpetual Preferred Stock of the Company (the “Series B Preferred Stock”) at a purchase price of $25.00 per share (the “Offering”) pursuant to the terms of the Company’s Confidential Private Placement Memorandum dated April 1, 2014 (the “PPM”). A
FORM OF CENTRAL FEDERAL CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2014 • Central Federal Corp • Savings institution, federally chartered • Ohio
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the ___ day of ________, 2014, by and among Central Federal Corporation, a Delaware corporation (the “Company”), and each of the investors executing this Agreement by means of a counterpart signature page (each an “Investor” and, collectively, the “Investors”).
