EXHIBIT
      4.3

     

    SHAREHOLDER
      WARRANT AGREEMENT

     

    This
      Shareholder Warrant Agreement (“Agreement”) is executed as of this ____ day of
      _______, 2006 by Solera National Bancorp, Inc., a Delaware corporation
      (“Company”), in favor of the persons listed on Exhibit
      A
      (each,
      an “Initial Holder”), in accordance with the terms and subject to the conditions
      set forth in this Agreement.

     

    WHEREAS,
      in recognition of the financial risks undertaken by the initial shareholders
      of
      the Company, the Company desires to grant to each Initial Holder warrants to
      purchase shares of common stock of the Company (each, a “Warrant” and,
      collectively, the “Warrants”) equal to one warrant for each five shares
      purchased in the initial offering of common stock of the Company. 

     

    NOW,
      THEREFORE, in consideration of the foregoing and the agreements hereinafter
      set
      forth, the receipt and sufficiency of which are hereby acknowledged, the Company
      and, by acceptance of a Warrant, each Holder (as defined herein) agree as
      follows:

     

    1.  Grant
      of Warrants.
      Subject
      to the terms, restrictions, limitations and conditions stated in this Agreement,
      the receipt and sufficiency of which are hereby acknowledged, the Company hereby
      grants to Initial Holder the number of Warrants set forth beside his name on
      Exhibit
      A.
      Each
      Warrant initially shall be exercisable for one fully paid and nonassessable
      share of common stock, par value $0.01 per share, of the Company (“Share”),
      subject to adjustment as provided in Section 11
      of this
      Agreement. The Initial Holders and all subsequent registered holders of the
      Warrants (each, a “Holder” and, collectively, the “Holders”) shall have the
      rights and obligations set forth in this Agreement.

     

    2.  Warrant
      Certificates.
      Each
      Warrant shall be evidenced by a warrant certificate, which shall be
      substantially in the form attached to this Agreement as Exhibit
      B
      (“Warrant Certificate”). Each Warrant Certificate shall have such marks of
      identification or designation and such legends or endorsements thereon as the
      Company deems appropriate, so long as they are not inconsistent with the
      provisions of this Agreement, or as are required to comply with any law, rule
      or
      regulation applicable to the Company or the Shares. The
      Warrant Certificates shall be executed on behalf of the Company by the manual,
      facsimile or imprinted signature of its Chairman of the Board, its President
      or
      any senior vice president and shall be attested by the manual, facsimile or
      imprinted signature its secretary, cashier or any assistant secretary or
      assistant cashier.

     

    3.  Term
      of Warrants.
      

     

    (a)  The
      term
      for the exercise of the Warrants shall begin at 9:00 a.m., Denver, Colorado
      time
      on the date that the Company opens for business (the “Issue Date”). The term for
      the exercise of the Warrants shall expire at 2:00 p.m., Denver, Colorado time
      on
      the earlier to occur of (i) the third anniversary of the Issue Date or (ii)
      the
      date provided in Section 3(b)
      of this
      Agreement (the “Expiration Time”).

     

    (b)  Notwithstanding
      any provision of this Agreement or any Warrant Certificate to the contrary,
      the
      Warrants shall expire, to the extent not exercised, within 45 days following
      the
      receipt of notice from the Company’s primary federal regulator (“Regulator”)
      that (i) the Company has not maintained its minimum capital requirements (as
      determined by the Regulator) and (ii) the Regulator is requiring exercise or
      forfeiture of warrants. Upon receipt of such notice from the Regulator, the
      Company promptly shall notify each Holder that he must exercise the Warrants
      granted to him prior to the end of the 45-day period or such earlier period
      as
      may be specified by the Regulator or forfeit such Warrant(s). In case of
      forfeiture, no Holder shall have any cause of action, of any kind or nature,
      against the Company or any of its officers or directors with respect to the
      forfeiture. In addition, the Company shall not be liable to any Holder due
      to
      the failure or inability of the Company to provide adequate notice to
      Holder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.  Exercise
      of Warrants.
      The
      purchase price per Share to be paid by a Holder for Shares subject to the
      Warrants shall be $12.50, subject to adjustment as set forth in Section
11
      of this
      Agreement (the “Exercise Price”). A Holder may exercise Warrants evidenced by a
      Warrant Certificate in whole or in part at any time prior to the Expiration
      Time
      by delivering to the secretary of the Company (i) the Warrant Certificate;
      (ii)
      a written notice to the Company specifying the number of Shares with respect
      to
      which Warrants are being exercised; and (iii) a check for the full amount of
      the
      aggregate Exercise Price of the Shares being acquired.

     

    5.  Delivery
      of Shares; Partial Exercise.
      Upon
      receipt of the items set forth in Section 4,
      and
      subject to the terms of this Agreement, the Company shall promptly deliver
      to,
      and register in the name of, the Holder a certificate or certificates
      representing the number of Shares acquired by exercise of a Warrant. In the
      event of a partial exercise of Warrant(s), a new Warrant Certificate evidencing
      the number of Shares that remain subject to the Warrant shall be issued by
      the
      Company to such Holder or to his duly authorized assigns.

     

    6.  Registration
      of Transfer and Exchange.

     

    (a)  The
      Company shall keep, or cause to be kept, at its principal place of business
      or
      at such other location designated by the Company, a register or registers in
      which, subject to such reasonable regulations as the Company may prescribe,
      the
      registrar and transfer agent (the “Securities Registrar”) shall register the
      Warrant Certificates and the transfers thereof as provided herein (“Securities
      Register”). The initial Securities Registrar shall be the secretary or cashier
      of the Company, and thereafter, the Securities Registrar may be removed and/or
      appointed as authorized by the Company.

     

    (b)  Upon
      surrender for registration of transfer of any Warrant Certificate, the Company
      shall issue and deliver to the Holder or his duly authorized assigns, one or
      more new Warrant Certificates of like tenor and in like aggregate amount.


     

    (c)  At
      the
      option of the Holder, Warrant Certificates may be exchanged for other Warrant
      Certificates of like tenor and in like aggregate amount upon surrender of the
      Warrant Certificates to be exchanged. Upon such surrender, the Company shall
      issue and deliver to the Holder or his duly authorized assigns, one or more
      new
      Warrant Certificates of like tenor and in like aggregate amount. 

     

    (d)  Every
      Warrant Certificate presented or surrendered for registration of transfer or
      exchange shall be accompanied (if so required by the Company or the Securities
      Registrar) by a written instrument or instruments of transfer, in form
      satisfactory to the Company or the Securities Registrar, duly executed by the
      registered Holder or by such Holder’s duly authorized attorney in
      writing.

     

    7.  Replacement
      of Warrant Certificates.

     

    (a)  Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of a Warrant Certificate and, in the case of loss,
      theft or destruction, on delivery of an indemnity agreement reasonably
      satisfactory in form and amount to the Company or, in the case of mutilation,
      surrender and cancellation of such Warrant Certificate, the Company shall issue
      and deliver to the Holder or his duly authorized assigns, one or more new
      Warrant Certificates of like tenor and in like aggregate amount. In the case
      of
      loss, theft or destruction of a Warrant Certificate, prior to the issuance
      of a
      replacement Warrant Certificate, the Company may also require that a bond be
      posted in such amount as the Company may determine is necessary as indemnity
      against any claim that may be made against it with respect to such Warrant
      Certificate.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    (b)  All
      Warrants shall be held and owned under the express condition that the provisions
      of this Section are exclusive with respect to the replacement or payment of
      mutilated, destroyed, lost or stolen Warrant Certificates and shall preclude
      (to
      the extent lawful) all other rights and remedies, notwithstanding any law or
      statute existing or hereafter enacted to the contrary with respect to the
      replacement or payment of negotiable instruments or other securities without
      their surrender.

     

    (c)  Upon
      the
      issuance of any new Warrant Certificate under this Section, the Company may
      require the payment of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in relation thereto and any other expenses (including
      the fees and expenses of the Company and its agents and counsel) connected
      therewith. 

     

    (d)  Every
      new
      Warrant Certificate issued pursuant to this Section shall constitute an
      additional contractual obligation of the Company, whether or not the mutilated,
      destroyed, lost or stolen Warrant Certificate shall be at any time enforceable
      by anyone, and shall be entitled to all the benefits of this Agreement equally
      and proportionately with any and all other Warrant Certificates duly issued
      hereunder.

     

    8.  Persons
      Deemed Holders.
      Prior to
      the due presentment of a Warrant Certificate for registration of transfer or
      exchange, the Company, any Securities Registrar and any other agent of the
      Company may treat the person in whose name such Warrant Certificate is
      registered in the Securities Register as the sole Holder of such Warrant
      Certificate and of the Warrant represented by such Warrant Certificate for
      all
      purposes whatsoever, and shall not be bound to recognize any equitable or other
      claim to or interest in such Warrant Certificate or in the Warrant represented
      by such Warrant Certificate on the part of any person and shall be unaffected
      by
      any notice to the contrary.

     

    9.  Cancellation.
      All
      Warrant Certificates surrendered for the purpose of exercise, exchange or
      registration of transfer shall be cancelled by the Securities Registrar, and
      no
      Warrant Certificates shall be issued in lieu thereof, except as expressly
      permitted by the provisions of this Agreement. 

     

    10.  Fractional
      Shares.
      The
      Company shall not be required to issue Warrant Certificates exercisable for
      fractional Shares or to issue fractional Shares upon the exercise of Warrants.
      Warrant Certificates exercisable for fractional Shares shall expire as of the
      Expiration Date, and a Holder of such Warrant Certificates shall not be entitled
      to any consideration of any kind or nature in respect of such Warrant or Warrant
      Certificate. 

     

    11.  Stock
      Dividends, Splits, Etc. 

     

    (a)  If,
      prior
      to the Expiration Time, the Company shall subdivide its outstanding Shares
      into
      a greater number of Shares, or declare and pay a dividend of its Shares payable
      in additional Shares, the Exercise Price, as then in effect, shall be
      proportionately reduced, and the Company shall proportionately increase the
      number of Shares then subject to exercise under this Warrant (and not previously
      exercised).

     

    (b)  If,
      prior
      to the Expiration Time, the Company shall combine its outstanding Shares into
      a
      lesser number of Shares, the Exercise Price, as then in effect, shall be
      proportionately increased, and the Company shall proportionately reduce the
      number of Shares then subject to exercise under this Warrant (and not previously
      exercised).

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    12.  Reorganization,
      Reclassifications, Consolidation or Merger.
      If,
      prior to the Expiration Time, there shall be a reorganization or
      reclassification of the Shares (other than as provided in Section 11
      of this
      Agreement), or any consolidation or merger of the Company with another entity,
      the Holder shall be entitled to receive, during the remainder of the term of
      this Agreement and upon payment of the Exercise Price, the number of shares
      of
      stock or other securities or property of the Company or of the successor entity
      (or its parent company) resulting from such consolidation or merger, as the
      case
      may be, to which a holder of Shares, deliverable upon the exercise of a Warrant,
      would have been entitled upon such reorganization, reclassification,
      consolidation or merger; and, in any case, the Company shall make appropriate
      adjustments (as determined by the board of directors of the Company in its
      sole
      discretion) in the application of the provisions with respect to the rights
      and
      interests of the Holders so that the provisions set forth in this Agreement
      (including the adjustment to the Exercise Price and the number of Shares
      issuable upon exercise of the Warrants) shall be applicable, as nearly as may
      be
      practicable, to any shares or other property thereafter deliverable upon the
      exercise of this Warrant.

     

    13.  Certificate
      as to Adjustments; Issuance of New Warrant Certificates.
      Within
      thirty (30) days following any adjustment provided for in Section 11
      or
12
      of this
      Agreement, the Company shall give written notice of the adjustment to the
      Holders as provided in Section 14(a)
      of this
      Agreement. The notice shall state the Exercise Price as adjusted and the
      increased or decreased number of shares purchasable upon the exercise of the
      Warrant(s) and shall set forth in reasonable detail the method of calculation
      for each. Notwithstanding anything to the contrary set forth herein or in the
      Warrant Certificates, the Company may, at its option, issue new Warrant
      Certificates evidencing the Warrants, in such form as may be approved by the
      Company, to reflect any adjustment or change in the Exercise Price and the
      number or kind of stock or other securities or property purchasable upon
      exercise of the Warrants.

     

    14.  Miscellaneous.

     

    (a)  Any
      notice or other communication required or permitted to be made hereunder shall
      be in writing, duly signed by the party giving such notice or communication
      and
      shall be deemed delivered and effective when given personally or mailed by
      first-class registered or certified mail, postage prepaid as follows (or at
      such
      other address for a party as shall be specified by like notice): (i) if given
      to
      the Company, at its principal place of business and (ii) if given to a Holder,
      at the address set forth for the Holder on the books and records of the
      Company.
      A notice
      given to the Company by a Holder with respect to the exercise of a Warrant
      shall
      not be effective until received by the Company.

     

    (b)  The
      Company shall, at all times, reserve and keep available out of its authorized
      and unissued Shares or out of any Shares held in treasury that number of Shares
      that will from time to time be sufficient to permit the exercise in full of
      all
      outstanding Warrants. The Company shall take all such action as may be necessary
      to ensure that all Shares delivered upon exercise of any Warrants shall, at
      the
      time of delivery of the Warrant Certificates for such Shares, be duly
      authorized, validly issued, fully paid and nonassessable.

     

    (c)  The
      Company shall pay when due and payable any and all federal and state transfer
      taxes and charges (other than any applicable income taxes) that may be payable
      in respect of the issuance and delivery of Warrant Certificates or of
      certificates for Shares receivable upon the exercise of any Warrants; provided,
      however, that the Company shall not be required to pay any tax that may be
      payable in respect of the issuance and delivery (i) of any Warrant Certificate
      or stock certificate registered in a name other than that of the Holder of
      the
      Warrant Certificate that has been surrendered or (ii) of any Warrant Certificate
      under Section 7.

     

    (d)  No
      Holder, in his capacity as such, shall be entitled to vote or receive dividends
      or shall be deemed for any other purpose the holder of the Shares or other
      securities which may at any time be issuable upon the exercise of such Warrant.
      Nothing contained herein or in any Warrant Certificate shall be construed to
      confer upon any Holder, in his capacity as such, any of the rights of a
      shareholder of the Company, including any right to vote for the election of
      directors or upon any matter submitted to shareholders of the Company at any
      meeting thereof, to give or withhold consent to any corporate action, or to
      receive notices of meeting or other actions affecting shareholders.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    (e)  Each
      Holder, by accepting a Warrant Certificate, accepts and agrees to the terms
      of
      this Agreement. The terms of this Agreement shall be binding upon the Company
      and the Holders and their respective heirs, successors, representatives and
      permitted assigns. Nothing expressed or referred to herein is intended or will
      be construed to give any person other than the Company or the Holders any legal
      or equitable right, remedy or claim under or in respect of this Agreement,
      or
      any provision herein contained, it being the intention of the Company and the
      Holders that this Agreement, the assumption of obligations and statements of
      responsibilities hereunder, and all other conditions and provisions hereof
      are
      for the sole benefit of the Company and the Holders and for the benefit of
      no
      other person.

     

    (f)  This
      Agreement constitutes the full
      understanding of the Company and the Holders, a complete allocation of risks
      between them and a complete and exclusive statement of the terms and conditions
      of their agreement relating to the subject matter hereof and supersedes any
      and
      all prior agreements, whether written or oral, that may exist between the
      Company and any Holder with respect thereto. Except as otherwise specifically
      provided in this Agreement, no conditions, usage of trade,
      course of dealing or performance, understanding or agreement purporting to
      modify, vary, explain or supplement the terms or conditions of this Agreement
      will be binding unless hereafter or contemporaneously herewith made in writing
      and signed by the party to be bound, and no modification will be effected by
      the
      acknowledgment or acceptance of documents containing terms or conditions at
      variance with or in addition to those set forth in this Agreement.

     

    (g)  The
      headings contained in this Agreement are for convenience of reference only
      and
      will not affect in any way the meaning or interpretation of this Agreement.
      The
      words “hereof,” “herein” and “hereunder” and words of similar import when used
      in this Agreement will refer to this Agreement as a whole and not to any
      particular provision in this Agreement. Each use herein of the masculine, neuter
      or feminine gender will be deemed to include the other genders. Each use herein
      of
      the
      plural will include the singular and
      vice
      versa, in each case as the context requires or as is otherwise appropriate.
      The
      word “or” is used in the inclusive sense.
      References to a person are also to its permitted successors or
      assigns.
      No
      provision of this Agreement is to be construed to require, directly or
      indirectly, any person to take any action, or omit to take any action, which
      action or omission would violate applicable law (whether statutory or common
      law), rule or regulation.

     

    (h)  This
      Agreement shall terminate upon the earlier of (i) the Expiration Time or
      (ii) the close of business on the date on which all Warrants shall have
      been exercised. 

     

    (i)  THIS
      AGREEMENT, EACH WARRANT AND EACH WARRANT CERTIFICATE SHALL BE GOVERNED BY,
      AND
      CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD
      TO THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS
      OF LAWS. IN THE EVENT OF A DISPUTE INVOLVING THIS AGREEMENT, THE PARTIES
      IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE EXCLUSIVELY IN A COURT
      OF COMPETENT JURISDICTION IN DENVER COUNTY, COLORADO.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be executed by a
      duly
      authorized officer as of the date first above written.

     

    SOLERA
      NATIONAL BANCORP, INC.

     

    By:_________________________________

    ________________,
      President

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    LIST
      OF INITIAL SHAREHOLDERS

     

     

     

     

    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    

     

    EXHIBIT
      B

     

    FORM
      OF WARRANT CERTIFICATE

     

    THE
      TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE
      RESTRICTIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF
      ______________, 2006, BY SOLERA NATIONAL BANCORP, INC., A DELAWARE CORPORATION
      (“COMPANY”), IN FAVOR OF THE PERSONS LISTED ON EXHIBIT
      A
      THERETO, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (“AGREEMENT”). A COPY OF
      THE FORM OF THE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL
      EXECUTIVE OFFICE OF THE COMPANY DURING NORMAL BUSINESS HOURS. THE HOLDER OF
      THIS
      CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE
      PROVISIONS OF THE AGREEMENT.

    


    
      	
              No.
                W-___

            	
              Number
                of Warrants:____

            
	 	 


    

    SOLERA
      NATIONAL BANCORP, INC.

    WARRANT
      CERTIFICATE

    


    This
      Warrant Certificate certifies that ____________________,
      or
      registered assigns, is the registered holder of a warrant to purchase the number
      of fully-paid and non-assessable shares of common stock, $0.01 par value of
      the
      Company (“Shares”) set forth above, at the exercise price, subject to adjustment
      in certain events (“Exercise Price”), of $12.50 per share
      (“Warrant”).

     

    The
      Warrant evidenced by this Warrant Certificate is part of a duly authorized
      issue
      of Warrants issued pursuant to the Agreement, which is hereby incorporated
      by
      reference in and made a part of this instrument and is hereby referred to for
      a
      description of the rights, limitation of rights, obligations, duties and
      immunities thereunder of the Company and the Holder. All
      terms used, but not otherwise defined, in this Warrant Certificate shall have
      the meanings assigned to them in the Agreement. If
      any
      provision of this Warrant Certificate conflicts with a provision of the
      Agreement, the provision of the Agreement shall supercede.

     

    This
      Warrant may not be exercised after 2:00 p.m., Denver, Colorado time,
on
      the
      earlier to occur of (i) the third anniversary of the date that the Company
      opens for business, or (ii) the date provided in Section 3(b)
      of the
      Agreement (the “Expiration Time”).

     

    The
      Holder may exercise the Warrant evidenced by this Warrant Certificate in whole
      or in part at any time prior to the Expiration Time by delivering to the
      secretary or cashier of the Company (i) the Warrant Certificate, (ii) a written
      notice to the Company specifying the number of Shares with respect to which
      Warrants are being exercised and (iii) a check for the full amount of the
      aggregate Exercise Price of the Shares being acquired.

     

    Upon
      receipt of the items set forth above, and subject to the terms of the Agreement,
      the Company shall promptly deliver to, and register in the name of, the Holder
      a
      certificate or certificates representing the number of Shares acquired by
      exercise of this Warrant. In the event of a partial exercise of this Warrant,
      a
      new Warrant Certificate evidencing the number of Shares that remain subject
      to
      this Warrant shall be issued by the Company to such Holder or to his duly
      authorized assigns.

     

    The
      Agreement provides that upon the occurrence of certain events the Exercise
      Price
      and the type and/or number of the Company’s securities issuable thereupon may,
      subject to certain conditions, be adjusted. In such event, the Company may,
      at
      its option, issue a new Warrant Certificate evidencing the adjustment in the
      Exercise Price and the number and/or type of securities issuable upon the
      exercise of the Warrants.

     

    
      
         

      

      
        B-1

        
          

        

      

      
         

      

    

     

    Upon
      surrender for registration of transfer of this Warrant Certificate, subject
      to
      the terms of the Agreement, the Company shall issue and deliver to the Holder
      or
      his duly authorized assigns, one or more new Warrant Certificates of like tenor
      and in like aggregate amount.

     

    Prior
      to
      the due presentment of this Warrant Certificate for registration of transfer
      or
      exchange, the Company, any Securities Registrar and any other agent of the
      Company may treat the person in whose name this Warrant Certificate is
      registered in the Securities Register as the sole Holder of this Warrant
      Certificate and of the Warrant represented by this Warrant Certificate for
      all
      purposes whatsoever, and shall not be bound to recognize any equitable or other
      claim to or interest in this Warrant Certificate or in the Warrant represented
      by this Warrant Certificate on the part of any person and shall be unaffected
      by
      any notice to the contrary.

     

    The
      Holder, in his capacity as such, shall not be entitled to vote or receive
      dividends or shall be deemed from any other purpose the holder of the Shares
      or
      other securities which may at any time be issuable upon the exercise of this
      Warrant. Nothing contained in this Warrant Certificate shall be construed to
      confer upon the Holder, in his capacity as such, any of the rights of a
      shareholder of the Company, including any right to vote for the election of
      directors or upon any matter submitted to shareholders of the Company at any
      meeting thereof, to give or withhold consent to any corporate action, or to
      receive notices of meeting or other actions affecting shareholders.

     

    Any
      notice or other communication required or permitted to be made by the Holder
      to
      the Company shall be in writing, duly signed by the Holder and shall be deemed
      delivered and effective when given personally or mailed by first-class
      registered or certified mail, postage prepaid to the Company, at its principal
      place of business (or such other address as designated in writing to the Holder
      by the Company). A notice given to the Company by a Holder with respect to
      the
      exercise of this Warrant shall not be effective until received by the
      Company.

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
      executed under its corporate seal.

     

    Dated
      as
      of ________________, 2006.

     

    SOLERA
      NATIONAL BANCORP, INC.

    a
      Delaware corporation

     

    By:_________________________________

    Name:_______________________________

    Title:________________________________

    


    [SEAL] 

    


    Attest:

    


    


    By:_____________________________

    Name:___________________________

    Title:____________________________

     

    
      
         

      

        B-2