FORM OF WARRANT

1. Exercise of Warrant. 

(a) an executed Notice of Exercise in the form attached hereto;

(b) payment of the Exercise Price for each Share for which this Warrant is being exercised, in cash or by check; and

(c) this Warrant.

2. Covenants of the Company.

3. Representations, Warranties and Covenants of Holder.

4. Adjustment of Exercise Price and Number and Kind of Securities or Property Purchasable upon Exercise.  The number of Shares purchasable upon exercise of this Warrant  and the Exercise Price therefor are subject to adjustment upon the occurrence of the following events between the date this Warrant is issued and the date it is exercised; provided,  however, that no such adjustment shall be made as a result of any such event if the terms of the Shares treat Holder as if Holder was a holder of the Shares as of the date of such event:

4.1 Adjustment for Stock Splits, Share Dividends, etc.  The Exercise Price and the number of Shares purchasable upon exercise of this Warrant shall each be proportionally adjusted to reflect any common stock dividend, subdivision, split, combination, reclassification, or other similar event affecting the number of outstanding shares of common stock of the Company; provided,  however, that notwithstanding anything to the contrary set forth herein, any adjustment to the Exercise Price to be made pursuant to this Section 4.1 shall be made to the extent (but only to the extent) that such adjustment would not cause or result in any Holder and its affiliates, collectively, being deemed to own, control or have the power to vote, for purposes of the Home Owners’ Loan Act of 1933, as amended, and Federal Reserve regulations (including Federal Reserve Regulation LL) to the extent applicable to the Company, voting securities which (assuming, for this purpose only, full conversion and/or exercise of all such securities) would represent 10% or more of any class of voting securities of the Company outstanding at such time; provided,  further,  however, that any adjustment (or portion thereof) prohibited pursuant to this Section 4.1 shall be postponed and implemented on the first date on which such implementation would not result in the condition described above in this Section 4.1.

4.2 Other Dividends and Distributions.  In case the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution payable with respect to the common shares of the Company that is payable in (i) securities of the Company (other than issuances with respect to which adjustment is made under Section 4.1 above), or (ii) other property (other than cash dividends), then, and in each such case, the Company shall cause a notice to be mailed to each Holder at least ten days prior to such record date, which notice shall set forth in reasonable detail the terms and a description of such dividend or other distribution and the last date on which the Holder may exercise this Warrant in order to receive such dividend or other distribution.  The Company’s failure to give this notice or any defect therein shall not affect the validity of such dividend or other distribution. 

4.3 Reorganization, Consolidation, Merger.  In case of any reorganization of the Company, or in case the Company shall consolidate with or merge into another entity or convey all or substantially all of its assets to another entity (such reorganization, consolidation, merger or conveyance being a “Change”), then, and in each such case, the Company shall cause a notice to be mailed to each Holder at least twenty days prior to the record date for determining eligible holders entitled to receive the securities or property to be distributed upon the consummation of such Change, which notice shall provide in reasonable detail the terms and a description of such Change and shall set forth the last date on which the Holder may exercise the Warrant in order to receive such securities or property.  The Company’s failure

4.4 Liquidation, Dissolution or Winding Up.  Notwithstanding any other provisions hereof, in the event of the liquidation, dissolution, or winding up of the affairs of the Company (other than in connection with a merger or conveyance of all or substantially all of its assets), the right to exercise this Warrant shall terminate and expire at the close of business on the last full business day before the earliest date fixed for the payment of any distributable amount on the shares of common stock of the Company.  The Company shall cause a notice to be mailed to each Holder at least twenty days prior to the applicable record date for such payment stating the date on which such liquidation, dissolution or winding up is expected to become effective, and the date on which it is expected the holders of record of shares of common stock of the Company shall be entitled to exchange their shares for securities or other property or assets (including cash) deliverable upon such liquidation, dissolution or winding up, and that each Holder may exercise the Warrant pursuant to the terms of Section 1 hereof, during such twenty day period and, thereby, receive consideration on the same basis as other previously outstanding shares of common stock of the Company.  The Company’s failure to give notice required by this Section 4.4 or any defect therein shall not affect the validity of such liquidation, dissolution or winding up.

4.5 Notices; Notices of Adjustment.  When any adjustment is required to be made in the number or kind of securities or property purchasable upon exercise of this Warrant, or in the Exercise Price, the Company shall promptly notify Holder of such event and of the number and kind of securities or property thereafter purchasable upon exercise of this Warrant.  The notice shall describe the adjustment or readjustment and show in reasonable detail the facts on which the adjustment or readjustment is based.

4.6 No Change Necessary.  The form of this Warrant need not be changed because of any adjustment provided in this Section 4.

5. Fractional Shares.  No fractional Shares shall be issued upon the exercise of this Warrant or as a consequence of any adjustment pursuant hereto.  All Shares (including fractions) issuable upon exercise of this Warrant shall be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional Share.  If, after aggregation, the exercise would result in the issuance of a fractional Share, the Company shall, in lieu of issuance of any fractional Share, round down the number of Shares to be issued upon such exercise, pay to the holder cash in an amount equal to such fraction multiplied by the closing price of the Common Stock on the NASDAQ Stock Market (or such successor securities exchange or automated quotation system on which the Common Stock is then listed or authorized for quotation) on the most recent trading day immediately preceding the exercise of the Warrant.

6. No Shareholder Rights Prior to Exercise.  This Warrant shall not entitle Holder to any voting rights or other rights as a shareholder of the Company.    

7. Amendment and Waiver.  This Warrant may not be amended and the observance of any term may not be waived with respect to Holder without the written consent of Holder unless such amendment or waiver applies on its face to all holders of Warrants in the same manner.  Upon the effectuation of such amendment or waiver in conformance with this Section 7, the Company shall promptly give written notice thereof to holders of a Warrant who have not previously consented thereto in writing.

8. Lost, Stolen, Mutilated or Destroyed Warrant.  If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it may reasonably

9. Notices.  All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day after deposit with a nationally recognized overnight courier, specifying next business day delivery, with written verification of receipt.  All such notices shall be sent to the Company at the address or facsimile number listed on the signature page of this Warrant, and to Holder at the address or facsimile number set forth in the Subscription Questionnaire for Central Federal Corporation, as completed and executed by Holder in connection with Holder’s subscription to the Series B Preferred Stock pursuant to the terms of the Offering, or at such other address as the Company or Holder may designate by ten days advance written notice to the other party hereto.

10. Acceptance.  Receipt of this Warrant by Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

11. No Impairment.  Except and to the extent as waived or consented to by Holder in accordance with Section 7 hereof, the Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, deliberately avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under the Warrant by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the Holder against impairment. 

12. Governing Law.  This Warrant and all rights, obligations and liabilities hereunder shall be governed by and construed under the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.