EXHIBIT
        4.2

       

      ORGANIZER
        WARRANT AGREEMENT

       

      This
        Organizer Warrant Agreement (“Agreement”) is executed as of this __ day of
        __________ 2008 by Grand River Commerce, Inc., a Michigan corporation
        (“Company”), in favor of the organizers listed on Exhibit
        A
        (each,
        an “Initial Holder”), in accordance with the terms and subject to the conditions
        set forth in this Agreement.

       

      WHEREAS,
        the organizers of Grand River Bank, a Michigan chartered bank (the “Bank”), have
        undertaken substantial financial risk in connection with the organization
        of the
        Company and Bank through direct cash advances made to the Company and Bank
        and
        guaranties made by these members on behalf of and for the benefit of the
        Company
        and Bank; and

       

      WHEREAS,
        in recognition of their efforts in organizing the Company and Bank and the
        financial risks undertaken, the Company desires to grant to each organizer
        warrants to purchase shares of common stock of the Company (each, a “Warrant”
and, collectively, the “Warrants”) in the amounts set forth herein.


       

      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 Initial 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 non-assessable
        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 or 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., Grand Rapids,
        Michigan time on ___________, 2008 (the “Issue Date”). The term for the exercise
        of the Warrants shall expire at 2:00 p.m., Grand Rapids, Michigan time on
        the
        earlier to occur of (i) the tenth 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 Bank’s state or primary federal regulator
        (“Regulator”) that (i) the Bank 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 shall promptly 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, neither the Company nor the Bank
        shall
        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 $10.00, 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 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.

       


      
        
           

        

        
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      (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. 

       


      
        
           

        

        
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      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.)

       

      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.

       


      
        
           

        

        
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      (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.

       

      (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.

       


      
        
           

        

        
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      (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) Notwithstanding
        anything in this Agreement to the contrary, in no event will the Holder of
        a
        Warrant be entitled to receive a net-cash settlement or other consideration
        in
        lieu of physical settlement in Shares upon exercise of the Warrant if the
        Shares
        underlying the Warrant are not covered by an effective registration statement
        under federal or applicable state securities laws. Accordingly, the Warrant
        may
        expire unexercised and worthless if either a current registration statement
        covering the Shares is not effective or if no exemption to registration of
        the
        Shares under federal or applicable state securities laws is
        available.

       

      (j)  THIS
        AGREEMENT, EACH WARRANT AND EACH WARRANT CERTIFICATE 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 AGREEMENT, THE PARTIES
        IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE EXCLUSIVELY IN A
        COURT
        OF COMPETENT JURISDICTION IN KENT COUNTY, MICHIGAN.

       

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

       

      


       

      
        	 	
                GRAND
                  RIVER COMMERCE, INC.

              
	 	
                a
                  Michigan corporation

              
	 	 
	 	 
	 	
                By:
                  Robert
                  P. Bilotti, Chief Executive Officer

              


      

      


      


      


      


      


      


       

      



      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      EXHIBIT
        A

       

      LIST
        OF INITIAL HOLDERS

       


      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      EXHIBIT
        B

       

      ORGANIZER
        WARRANT CERTIFICATE

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
        CONDITIONS SPECIFIED IN THAT CERTAIN ORGANIZER WARRANT AGREEMENT DATED AS
        OF
        ________, 2008, BY GRAND RIVER COMMERCE, INC., A MICHIGAN 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 BANK 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:_________

              


      

      


      GRAND
        RIVER COMMERCE, 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 per share
        par
        value of the Company (“Shares”) set forth above, at the exercise price, subject
        to adjustment in certain events (“Exercise Price”), of $10.00 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., Grand Rapids, Michigan time,
        on
        the
        earlier to occur of (i) the tenth anniversary of the date that Grand River
        Bank
        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 the 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. Notwithstanding anything
        in this Agreement to the contrary, in no event will the Holder of a Warrant
        be
        entitled to receive a net-cash settlement or other consideration in lieu
        of
        physical settlement in Shares upon exercise of the Warrant if the Shares
        underlying the Warrant are not covered by an effective registration statement
        under federal or applicable state securities laws. Accordingly, the Warrant
        may
        expire unexercised and worthless if either a current registration statement
        covering the Shares is not effective or if no exemption to registration of
        the
        Shares under federal or applicable state securities laws is
        available.

       

      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.

       

      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 corporation 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.

       

      The
        Holder understands and acknowledges that upon exercise of this Warrant, the
        Holder may recognize taxable income equal to the difference between the fair
        market value of the underlying Shares and the Exercise Price of the Warrant.
        Holders are encouraged to consult with their tax advisors before exercising
        the
        Warrant.

       

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

       

      Dated
        as
        of _________, 2008.

       

      
        	 	
                GRAND
                  RIVER COMMERCE, INC.

              
	 	
                a
                  Michigan corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	  

	 	 	
                Robert
                  P. Bilotti, President & Chief Executive
                  Officer

              


      


      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      


      


      


      [SEAL] 

      


      


      Attest:

      


      


      _____________________________

      Jerry
        Sytsma, Secretary