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EXHIBIT 4.4




FORM OF WARRANT AGREEMENT




ANNEX C



THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “WARRANTS”), AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THE WARRANTS, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE WARRANTS NOR THE SECURITIES ISSUABLE UPON
EXERCISE OF THE WARRANTS OR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF
COUNSEL, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.




			
	 	 	 
	No. W-______
	 	Number of Warrants:                    
	 	 	 
	 
	 	Original Issue Date:                     , 2009





COMMUNITY CENTRAL BANK CORPORATION




WARRANT CERTIFICATE

FOR PURCHASE OF SHARES OF COMMON STOCK



Community Central Bank Corporation, a Michigan corporation (the “Company”), hereby certifies that,
for value received,                     , or registered assigns, is the registered holder (the
“Holder”) of the number of warrants (“Warrants”) set forth above, each Warrant entitling the Holder
to purchase twenty (20) share of the Company’s common stock, no par value (the “Shares”), at an
exercise price of $5.00 per Share, subject to adjustment as provided in Section 11 herein (the
“Exercise Price”), on the terms set forth herein.




     1. Term of Warrants. The term for the exercise of the Warrants shall begin on the
Original Issue Date and shall expire at 5:00 p.m. Mount Clemens,
Michigan time, on _________ ___,
2019 (the “Expiration Time”).



     2. Exercise of Warrants. The Holder may exercise the Warrants by delivering to the
secretary of the Company: (i) this Warrant Certificate; (ii) a written notice to the Company
specifying the number of Shares with respect to which the Warrants are being exercised; and (iii) a
check for the full amount of the aggregate Exercise Price for the Shares being acquired.



     3. Delivery of Shares; Partial Exercise. Upon receipt of the items set forth in
Section 2, and subject to the terms set forth herein, 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 the Warrants, which shall contain a legend stating the restrictions on
transfers of such Shares as described in Section 4. In the event of a partial exercise of the
Warrants, a new Warrant Certificate, in substantially the form of this Warrant Certificate,
evidencing the number of Shares that remain subject to the Warrants shall be issued by the Company
to the Holder or to his, her or its duly authorized assigns.



     4. Restrictions on Transfer. By accepting the Warrants evidenced by this Warrant
Certificate, the Holder represents that the Holder understands that the Warrants and the Shares
that may be acquired upon exercise of the Warrants have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any state securities laws and further
understands that neither the Warrants nor the Shares acquired upon exercise of the Warrants or any
interest therein may be offered, sold, pledged, assigned or otherwise transferred unless (a) a
registration statement with respect thereto is effective under the Act and any applicable state
securities laws or (b) the Company receives an opinion of counsel, which counsel and opinion are
satisfactory to the Company, to the effect that such securities may be offered, sold, pledged,
assigned or transferred in the manner contemplated without an effective registration statement
under the Act or applicable state securities laws.



 









 





     5. Registration of Transfer. (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 and subject
to compliance with Section 4, a registrar and transfer agent (the “Securities Registrar”) shall
register this Warrant Certificate and any transfers thereof as permitted hereby (“Securities
Register”). The initial Securities Registrar shall be the secretary of the Company, and
thereafter, the Securities Registrar may be removed and/or appointed as authorized by the Company.



          (b) Upon surrender of this Warrant Certificate for registration of transfer, subject to
compliance with Section 4, the Company shall issue and deliver to the Holder or his, her or its
duly authorized assigns, one or more new Warrant Certificates of like tenor and in like aggregate
amount.




          (c) Upon surrender of this Warrant Certificate for registration of transfer, in addition to
complying with Section 4, this Warrant Certificate 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.




     6. Replacement of Warrant Certificates. (a) Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this 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, on
surrender and cancellation of this Warrant Certificate, the Company shall issue and deliver to the
Holder or his, her or its 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 this 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.



          (b) The Warrants evidenced by this Warrant Certificate shall be held and owned under the
express condition that the provisions of this Section are exclusive with respect to the replacement
of this Warrant Certificate in the event of its mutilation, destruction, loss or theft 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 a 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.




     7. Persons Deemed Holders. 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 Warrants 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 Warrants represented
by this Warrant Certificate on the part of any person and shall be unaffected by any notice to the
contrary.



     8. Cancellation. Upon surrender for the purpose of exercise, exchange or
registration of transfer, this Warrant Certificate shall be cancelled by the Securities Registrar,
and no Warrant Certificates shall be issued in lieu thereof, except as expressly permitted by the
provisions hereof.



     9. 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 the Warrants (and not previously exercised) evidenced by this
Warrant Certificate.



          (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
the Warrants (and not previously exercised) evidenced by this Warrant Certificate.




 









 








     10. Reorganization, Reclassification, 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 9 hereof), 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 the Warrants 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 the
Warrants, 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 Holder so that the provisions set forth herein
(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 the Warrants.



     11. Certificate as to Adjustments; Issuance of New Warrant Certificates. Within
thirty (30) days following any adjustment provided for in Section 9 or 10 hereof, the Company shall
give written notice of the adjustment to the Holder as provided in Section 13(a) hereof. The notice
shall state the Exercise Price as adjusted and the increased or decreased number of shares
purchasable upon the exercise of the Warrants and shall set forth in reasonable detail the method
of calculation for each. Notwithstanding anything to the contrary set forth herein, the Company
may, at its option, issue a new Warrant Certificate 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.



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



     13. 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 120 North Main Street, Mount
Clemens, Michigan 48043; and (ii) if given to the Holder, at the address set forth for the Holder
on the books and records of the Company. A notice given to the Company by the Holder with respect
to the exercise of the Warrants 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 evidenced by this
Warrant Certificate. 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 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 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 the
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 6.



     (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 Warrants. Nothing contained herein 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 corporation
action, or to receive notices of meeting or other actions affecting shareholders.



     (e) The Holder, by accepting this Warrant Certificate, accepts and agrees to the terms set
forth herein. Such terms shall be binding upon the Company and the Holder 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 Holder any legal or equitable right, remedy or claim under or in respect
hereof, or any provision herein contained, it being the intention of the Company and the Holder
that this Warrant Certificate, 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 Holder and for the benefit of no other person.



     (f) The headings contained in this Warrant Certificate are for convenience of reference only
and will not affect in any way the meaning or interpretation of this Warrant Certificate. The words
“hereof,” “herein” and “hereunder” and words of similar import when used in this Warrant
Certificate shall refer to this Warrant Certificate as a whole and not to any particular provision
in this Warrant Certificate. Each use herein of the masculine, neuter or feminine gender shall be
deemed to include the other genders. Each use herein of the plural shall 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 his, her or its permitted
successors or assigns. No provision of this Warrant Certificate 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.



     (g) In the event that any provision of this Warrant Certificate shall be deemed to be invalid,
illegal or unenforceable, the validity, legality or enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.



     (h) THIS WARRANT CERTIFICATE AND THE WARRANTS EVIDENCED HEREBY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MICHIGAN WITHOUT REGARD TO THE LAWS THAT
MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. IN THE EVENT OF A DISPUTE
INVOLVING THIS WARRANT CERTIFICATE OR THE WARRANTS EVIDENCED HEREBY, THE COMPANY AND THE HOLDER, BY
ACCEPTING THIS WARRANT, IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE EXCLUSIVELY IN THE
STATE AND FEDERAL COURTS LOCATED IN (OR CONTAINING WITHIN THEIR JURISDICTIONAL AREAS) MOUNT
CLEMENS, MICHIGAN.



[Signature page follows]




 









 







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




Dated as of           
                 , 2009.




	 	 	 	 	 
	 	COMMUNITY CENTRAL BANK CORPORATION, a

Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	David A. Widlak 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	[SEAL]



Attest:

 	 	 
	 	 	 
	Lisa M. Medlock, Corporate Secretary