ex4-1.htm


    CERTIFICATE
OF ADOPTION OF RESOLUTION

    DESIGNATING
AND PRESCRIBING RIGHTS,

    PREFERENCES
AND LIMITATIONS

    OF
SERIES A NONCUMULATIVE CONVERTIBLE

    PERPETUAL
PREFERRED STOCK

    OF

    COMMUNITY
CENTRAL BANK CORPORATION

     

    The
undersigned Company executes the following certificate pursuant to the
provisions of Section 302, Act 284, Public Acts of 1972, as
amended:

     

    A.           The
present name of the Company is Community Central Bank Corporation (the
“Company”).

     

    B.           The
identification number assigned by the Bureau is: 389 838.

     

    C.           The
following is a true and correct copy of a resolution designating and prescribing
the relative rights, preferences and limitations of the Company’s Series A
Noncumulative Convertible Perpetual Preferred Stock, which was duly adopted by
the Company’s Board of Directors (“Board of Directors”) on December 16,
2008.

     

    RESOLVED,
that pursuant to the authority vested in the Board of Directors of this Company
in accordance with the provisions of its Articles of Incorporation, a series of
preferred stock of the Company be and hereby is created and the designation,
amount, qualifications, limitations and other rights and restrictions of the
shares of such series are as follows:

     

    DESIGNATION
OF SERIES A NONCUMULATIVE

    CONVERTIBLE
PERPETUAL PREFERRED STOCK

     

    1.           Designation;
Ranking.

     

    (a)           The
designation of the series of preferred stock shall be Series A Noncumulative
Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”). Each
share of Series A Preferred Stock shall be identical in all respects to every
other share of Series A Preferred Stock.

     

    (b)           The
Series A Preferred Stock shall rank, with respect to dividend rights and rights
upon the liquidation, dissolution or winding up of the Company:

     

    (i)           senior
to the Common Stock and any other class or series of the Company’s capital stock
that the Company may issue in the future the terms of which do not expressly
provide that it ranks on a parity with, or senior to, the Series A Preferred
Stock (“Junior Stock”);

     

    (ii)           equally
with any class or series of the Company’s capital stock that the Company may
issue in the future the terms of which expressly provide that such class or
series shall rank on a parity with the Series A Preferred Stock (“Parity
Stock”);

     


    
      
         


      

      
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    (iii)          junior
to any class or series of the Company’s capital stock that the Company may issue
in the future the terms of which expressly provide that such class or series
shall rank senior to the Series A Preferred Stock (“Senior Stock”);
and

     

    (iv)           junior
to all of the Company’s existing and future indebtedness and other liabilities,
including, without limitation, all existing and future issuances of trust
preferred securities.

     

    In
addition, the Series A Preferred Stock, with respect to dividend rights and
rights upon the liquidation, dissolution or winding up of the Company will be
structurally subordinated to existing and future indebtedness of the Company’s
subsidiaries.

     

    2.           Number of Shares. The number
of authorized shares of Series A Preferred Stock shall be 7,000. The Company
shall have the authority to issue fractional shares of Series A Preferred
Stock.

     

    3.           Definitions. As used herein
with respect to the Series A Preferred Stock:

     

    “Board of
Directors” has the meaning set forth in the recitals above.

     

    “Business
Day” means any weekday that is not a legal holiday in New York, New York or
Chicago, Illinois and is not a day on which banking institutions in New York,
New York or Chicago, Illinois are authorized or required by law or regulation to
be closed.

     

    “Closing
Price” of the Common Stock on any date of determination means the closing sale
price or, if no closing sale price is reported, the last reported sale price at
4:00 p.m., New York City time, of the shares of the Common Stock on the Nasdaq
Global Market on such date. If the Common Stock is not traded on the Nasdaq
Global Market on any date of determination, the Closing Price of the Common
Stock on such date of determination means the closing sale price as reported in
the composite transactions for the principal U.S. national or regional
securities exchange on which the Common Stock is so listed, or, if no closing
sale price is reported, the last reported sale price on the principal U.S.
national or regional securities exchange on which the Common Stock is so listed
at 4:00 p.m., New York City time, or if the Common Stock is not so listed on a
U.S. national or regional securities exchange, but is quoted on the OTC Bulletin
Board (or any successor thereof), the last quoted bid price thereon at 4:00
p.m., New York City time, or if the Common Stock is not listed on a national or
regional securities exchange or quoted on the OTC Bulletin Board (or any
successor thereof), the last quoted bid price for the Common Stock in the
over-the-counter market as reported by Pink Sheets LLC or similar organization
at 4:00 p.m., New York City time, or, if that bid price is not available, the
market price of the Common Stock on that date as determined by a nationally
recognized investment banking firm (unaffiliated with the Company) retained by
the Company for this purpose.

     

    “Common
Stock” means the common stock of the Company or any other shares of the capital
stock of the Company into which such shares of common stock shall be
reclassified or changed.

     

    “Company”
has the meaning set forth in the recitals above.

     


    
      
         


      

      
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    “Conversion
Agent” means the Transfer Agent acting in its capacity as conversion agent for
the Series A Preferred Stock, and its successors and assigns.

     

    “Conversion
at the Option of the Company Date” shall have the meaning set forth in Section
9(c).

     

    “Conversion
Date” shall have the meaning set forth in Section 8(d).

     

    “Conversion
Notice” shall have the meaning set forth in Section 8(d).

     

    “Conversion
Price” is Ten Dollars ($10.00) as adjusted from time to time as provided in
Section 10.

     

    “Conversion
Rate” means, for each share of Series A Preferred Stock, an amount equal to the
quotient of $1,000, divided by the Conversion Price in effect at the time of
conversion.

     

    “Dividend
Payment Date” shall have the meaning set forth in Section 4(a).

     

    “Dividend
Period” shall have the meaning set forth in Section 4(a).

     

    “Dividend
Record Date” shall have the meaning set forth in Section 4(a).

     

    “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the regulations
promulgated thereunder.

     

    “Federal
Reserve” means the Board of Governors of the Federal Reserve
System.

     

    “Holder”
means the Person in whose name the shares of the Series A Preferred Stock are
registered, which may be treated by the Company, Transfer Agent, Registrar,
paying agent and Conversion Agent as the absolute owner of the shares of Series
A Preferred Stock for the purpose of making payment and settling the related
conversions and for all other purposes.

     

    “Issuance
Limitation” shall have the meaning set forth in Section 7(c).

     

    “Junior
Stock” shall have the meaning set forth in Section 1(b)(i).

     

    “Liquidation
Event” shall have the meaning set forth in Section 5(a).

     

    “Mandatory
Conversion Event” means, at any time on or after January 1, 2010, in the event
that (i) the Closing Price equals or exceeds one hundred ten percent (110%) of
the then prevailing Conversion Price for at least twenty (20) Trading Days in a
period of thirty (30) consecutive Trading Days, and (ii) the Company has paid in
full all dividends on the shares of Series A Preferred Stock for four (4)
consecutive Dividend Periods.

     

    “Notice
of Conversion at the Option of the Company” shall have the meaning set forth in
Section 9(c).

     

    “Parity
Stock” shall have the meaning set forth in Section 1(b)(ii).

     


    
      
         


      

      
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    “Person”
means a legal person, including any individual, Company, estate, partnership,
joint venture, association, joint-stock company, limited liability company or
trust.

     

    “Registrar”
means the Transfer Agent acting in its capacity as registrar for the Series A
Preferred Stock, and its successors and assigns.

     

    “Sale
Transaction” means any consolidation or merger of the Company or similar
transaction or any sale, lease or other transfer in one transaction or a series
of transactions of all or substantially all of the property and assets of the
Company to any Person, in each case pursuant to which the Common Stock will be
converted into cash, securities or other property, other than pursuant to a
transaction in which the Persons that “beneficially owned” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, voting stock of the
Company immediately prior to such transaction beneficially own, directly or
indirectly, voting stock representing a majority of the total voting power of
all outstanding classes of voting stock of the continuing or surviving Person
immediately after the transaction.

     

    “Senior
Stock” shall have the meaning set forth in Section 1(b)(iii).

     

    “Series A
Preferred Stock” shall have the meaning set forth in Section 1.

     

    “Trading
Day” means, for purposes of determining the Closing Price, a Business Day on
which the shares of Common Stock:

     

    (i)           are
not suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business;
and

     

    (ii)           have
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

     

    “Transfer
Agent” means Computershare Trust Company, N.A. acting as Transfer Agent,
Registrar, paying agent and Conversion Agent for the Series A Preferred Stock,
and its successors and assigns.

     

    4.           Dividends.

     

    (a)           Rate. Holders shall
be entitled to receive, if, as and when declared by the Company’s Board of
Directors or any duly authorized committee thereof, but only out of assets
legally available therefor, non-cumulative dividends on the liquidation
preference of $1,000.00 per share of Series A Preferred Stock, and no more,
payable quarterly in arrears on the 15th day of February, May, August and
November, commencing on February 15, 2009; provided, however, if any such day is
not a Business Day, then payment of any dividend otherwise payable on that date
will be made on the next succeeding day that is a Business Day, unless that next
succeeding day falls in the next calendar year, in which case payment of such
dividend will occur on the immediately preceding Business Day (in either case,
without any interest or other payment in respect of such delay) (each such day
on which dividends are payable a “Dividend Payment Date”). The period from and
including the date of issuance of the Series A Preferred Stock or any Dividend
Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend
Period.” Dividends on each share of Series A Preferred Stock will accrue on
the

     


    
      
         


      

      
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    liquidation
preference of $1,000.00 per share at a rate per annum equal to twelve percent
(12.0%). The record date for payment of dividends on the Series A Preferred
Stock will be the 28th day of the calendar month immediately preceding the month
during which the Dividend Payment Date falls (each, a “Dividend Record Date”).
Any such day that is a Dividend Record Date will be a Dividend Record Date
whether or not such day is a Business Day. The amount of dividends payable will
be computed on the basis of a 360-day year of twelve 30-day months. Dividends
shall be payable in cash.

     

    (b)           Non-Cumulative
Dividends. If the Company’s Board of Directors or any duly authorized
committee thereof does not declare a dividend on the Series A Preferred Stock
for any Dividend Period prior to the related Dividend Payment Date, that
dividend will not accrue, and the Company will have no obligation to pay, and
Holders shall have no right to receive, a dividend for that Dividend Period on
the related Dividend Payment Date or at any future time, whether or not
dividends on the Series A Preferred Stock or any other series of preferred stock
or common stock are declared for any subsequent Dividend Period with respect to
Series A Preferred Stock, Junior Stock or any other class or series of
authorized preferred stock of the Company. References herein to the “accrual” of
dividends refer only to the determination of the amount of such dividend and do
not imply that any right to a dividend arises prior to the date on which a
dividend is declared.

     

    (c)           Priority of
Dividends. So long as any share of Series A Preferred Stock remains
outstanding, unless as to a Dividend Payment Date full dividends on all
outstanding shares of the Series A Preferred Stock have been declared and paid
or declared and a sum sufficient for the payment of those dividends has been set
aside for the Dividend Period then ending, the Company will not, and will cause
its subsidiaries not to, during the next succeeding Dividend Period that
commences on such Dividend Payment Date, declare or pay any dividend on, make
any distributions relating to, or redeem, purchase, acquire or make a
liquidation payment relating to, any Junior Stock or Parity Stock, or make any
guarantee payment with respect thereto, other than:

     

    (i)           purchases,
redemptions or other acquisitions of shares of Junior Stock or Parity Stock in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of employees, officers, directors or
consultants of the Company or any of its subsidiaries;

     

    (ii)           purchases
of shares of Common Stock pursuant to a contractually binding requirement to buy
stock existing prior to the commencement of the then-current dividend period,
including under a contractually binding stock repurchase plan; or

     

    (iii)          as
a result of an exchange or conversion of any class or series of Junior Stock or
Parity Stock for any other class or series of Junior Stock or Parity Stock,
respectively.

     

    The
foregoing restriction, however, will not apply to any Junior Stock or Parity
Stock dividends paid by the Company where the dividend stock is the same stock
as that on which the dividend is being paid.

     

    Except as
provided below, for so long as any share of Series A Preferred Stock or Parity
Stock remains outstanding, if dividends are not declared and paid in full upon
the shares of Series A

     


    
      
         


      

      
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    Preferred
Stock and Parity Stock, all dividends declared upon shares of Series A Preferred
Stock and Parity Stock will be declared on a proportional basis so that the
amount of dividends declared per share will bear to each other the same ratio
that accrued dividends for the then-current Dividend Period per share of Series
A Preferred Stock and Parity Stock bear to each other.

     

    Subject
to the foregoing, and not otherwise, such dividends payable in cash, stock or
otherwise, as may be determined by the Company’s Board of Directors or any duly
authorized committee thereof, may be declared and paid on any Junior Stock or
Parity Stock from time to time out of any assets legally available for such
payment, and Holders will not be entitled to participate in those
dividends.

     

    (d)           Conversion Following A
Record Date. If a Conversion Date for any shares of Series A Preferred
Stock is prior to the close of business on a Dividend Record Date for any
declared dividend for the then-current Dividend Period, the Holder of such
shares will not be entitled to any such dividend. If the Conversion Date for any
shares of Series A Preferred Stock is after the close of business on a Dividend
Record Date for any declared dividend for the then-current Dividend Period, but
prior to the corresponding Dividend Payment Date, the Holder of such shares
shall be entitled to receive such dividend, notwithstanding the conversion of
such shares prior to the Dividend Payment Date. However, such shares, upon
surrender for conversion, must be accompanied by funds equal to the dividend on
such shares; provided that no such payment need be made (i) if the Company has
issued a notice of a Sale Transaction during the then-current Dividend Period,
or (ii) if the Company has issued a notice of conversion at its option of the
Series A Preferred Stock.

     

    5.           Liquidation
Rights.

     

    (a)           Liquidation. In the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Company (a “Liquidation Event”), Holders shall be entitled,
out of assets legally available therefor, before any distribution or payment out
of the assets of the Company may be made to or set aside with respect to any
Junior Stock and subject to the rights of the Company’s creditors and holders of
Senior Stock and Parity Stock, to receive in full a liquidating distribution in
the amount of the liquidation preference of $1,000.00 per share, plus an amount
equal to any accrued dividends thereon from the last Dividend Payment Date to,
but excluding, the date of the Liquidation Event if and to the extent declared.
Holders shall not be entitled to any further payments in the event of any such
Liquidation Event other than what is expressly provided for in this Section
5.

     

    (b)           Partial Payment. If
the assets of the Company are not sufficient to pay in full the liquidation
preference plus any dividends which have been declared but not yet paid to all
Holders and holders of Parity Stock, the amounts paid to the Holders and holders
of Parity Stock shall be pro rata in accordance with the respective aggregate
liquidating distributions to which they would otherwise be
entitled.

     

    (c)           Residual
Distributions. If the respective aggregate liquidating distributions to
which all Holders and holders of Parity Stock are entitled have been paid, the
holders of Junior Stock shall be entitled to receive all remaining assets of the
Company according to their respective rights and preferences.

     


    
      
         


      

      
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    6.           Sale
Transaction.

     

    (a)           Liquidation Event. A
Sale Transaction shall not be deemed to be a Liquidation Event for purposes of
these Designations.

     

    (b)           Notices. In case at
any time or from time to time:

     

    (i)           the
Company shall declare a dividend (or any other distribution) on its shares of
Common Stock; or

     

    (ii)           the
Company shall enter into a binding, definitive agreement with respect to a Sale
Transaction;

     

    then the
Company shall mail to each Holder of shares of Series A Preferred Stock at such
holder’s address as it appears on the transfer books of the Company, as promptly
as possible but in any event at least 30 days prior to the applicable date
hereinafter specified, a notice stating (A) the date on which a record is to be
taken for the purpose of such dividend, distribution or, if a record is not to
be taken, the date as of which the holders of Common Stock of record will be
entitled to such dividend or distribution or (B) the date on which such Sale
Transaction is expected to become effective.

     

    (c)           Opportunity to Convert
Series A Preferred Stock. Notwithstanding anything contained herein to
the contrary, each Holder shall have the right, at such Holder’s option, to
convert all or any portion of such Holder’s Series A Preferred Stock at any time
prior to the consummation of a Sale Transaction into shares of Common Stock as
set forth in (and limited by) Section 7 and subject to the conversion procedures
of Section 8.

     

    7.           Right
of the Holders to Convert.

     

    (a)           General. Each Holder
shall have the right, at such Holder’s option, to convert all or any portion of
such Holder’s Series A Preferred Stock at any time into shares of Common Stock
at the Conversion Rate per share of Series A Preferred Stock (subject to the
conversion procedures of Section 8 and the other provisions hereof), plus cash
in lieu of fractional shares.

     

    (b)           Beneficial Ownership
Limitation (Federal Reserve). Notwithstanding anything to the contrary
contained in these Designations, no Holder will be entitled to receive shares of
Common Stock upon conversion pursuant to these Designations to the extent (but
only to the extent) that such receipt would cause such converting holder to
become, directly or indirectly, a “beneficial owner” (within the meaning of
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder) of more than 9.9% of the shares of Common Stock outstanding at such
time. Any purported delivery of shares of Common Stock upon conversion of Series
A Preferred Stock shall be void and have no effect to the extent (but only to
the extent) that such delivery would result in the converting Holder becoming
the beneficial owner of more than 9.9% of the shares of Common Stock outstanding
at such time. The limitations contained in this Section 7(b) shall apply to any
successor Holder of shares of Series A Preferred Stock.

     

    (c)           Beneficial Ownership
Limitation (NASDAQ). Notwithstanding anything to the contrary contained
in these Designations, no Holder will be entitled to receive shares of Common
Stock upon conversion pursuant to these Designations to the extent (but only to
the

     


    
      
         


      

      
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    extent)
that such receipt would cause such converting holder to become, directly or
indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder) of more than
19.9% of the voting power of the Company, following such conversion, unless the
Company obtains the requisite shareholder approval under NASDAQ Marketplace Rule
4350(i)(1)(B) (the “Issuance Limitation”), in which case, the Issuance
Limitation under this Section 7(c) shall no longer apply to such Holder. The
Company shall have no obligation to obtain (or attempt to obtain) such requisite
shareholder approval. For purposes of this Section 7(c), the aggregate number of
shares of Common Stock beneficially owned by the Holder shall include the shares
of Common Stock issuable upon the conversion of its Series A Preferred Stock,
subject in all cases to the Issuance Limitation. Upon the written request of the
Holder, the Company shall promptly, but in no event later than two (2) Business
Days following the receipt of such notice, confirm in writing to the Holder the
number of shares of Common Stock then outstanding. The number of shares of
Common Stock issuable upon conversion of the Series A Preferred Stock and the
Conversion Price shall be subject to adjustment as described in these
Designations.

     

    8.           Conversion
Procedures.

     

    (a)           Conversion Date.
Effective immediately prior to the close of business on any applicable
Conversion Date, dividends shall no longer be declared on any such converted
shares of Series A Preferred Stock, and such shares of Series A Preferred Stock
shall represent only the right to receive shares of Common Stock issuable upon
conversion of such shares, as set forth in Section 7, in each case, subject to
the right of Holders to receive any declared and unpaid dividends on such shares
and any other payments to which they are otherwise entitled pursuant to the
terms hereof.

     

    (b)           Rights Prior to
Conversion. No allowance or adjustment, except pursuant to Section 10,
shall be made in respect of dividends payable to holders of the Common Stock of
record as of any date prior to the close of business on any applicable
Conversion Date. Prior to the close of business on any applicable Conversion
Date, shares of Common Stock issuable upon conversion of, or other securities
issuable upon conversion of, any shares of Series A Preferred Stock shall not be
deemed outstanding for any purpose, and Holders shall have no rights with
respect to the Common Stock or other securities issuable upon conversion
(including voting rights, rights to respond to tender offers for the Common
Stock or other securities issuable upon conversion or rights to receive any
dividends or other distributions on the Common Stock or other securities
issuable upon conversion) by virtue of holding shares of Series A Preferred
Stock.

     

    (c)           Record Holder as of
Conversion Date. The Person or Persons entitled to receive the Common
Stock issuable upon conversion of Series A Preferred Stock shall be treated for
all purposes as the record holder(s) of such shares of Common Stock as of the
close of business on any applicable Conversion Date. In the event that a Holder
shall not by written notice designate the name in which shares of Common Stock
and/or cash, securities or other property (including payments of cash in lieu of
fractional shares) to be issued or paid upon conversion of shares of Series A
Preferred Stock should be registered or paid or the manner in which such shares
should be delivered, the Company shall be entitled to register and deliver such
shares, and make such payment, in the name of the Holder and in the manner shown
on the records of the Company.

     


    
      
         


      

      
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    (d)           Conversion Procedure.
On the date of any conversion, if a Holder’s interest is in certificated form, a
Holder must do each of the following in order to convert:

     

    (i)           complete
and manually sign an irrevocable conversion notice in the form provided by the
Conversion Agent (a “Conversion Notice”), or a facsimile of such Conversion
Notice, and deliver such Conversion Notice to the Conversion Agent;

     

    (ii)           surrender
the shares of Series A Preferred Stock to the Conversion Agent;

     

    (iii)          if
required, furnish appropriate endorsements and transfer documents;

     

    (iv)           if
required, pay any stock transfer, documentary, stamp or similar taxes not
payable by the Company pursuant to Section 19(a); and

     

    (v)           if
required, pay funds equal to any declared and unpaid dividend payable on the
next Dividend Payment Date to which such Holder is entitled.

     

    Notwithstanding
the foregoing, a Conversion Notice given by any Holder in contemplation of a
Sale Transaction or a public offering of Common stock may be revocable and
conditional upon the consummation of such Sale Transaction or public offering,
as applicable.

     

    The term
“Conversion Date” means the earlier of (x) the Conversion at the Option of the
Company Date (as defined in Section 9(c)), or (y) the date on which a Holder
satisfies all of the requirements of this Section 8(d). The Conversion Agent
shall, on a Holder’s behalf, convert the Series A Preferred Stock into shares of
Common Stock, in accordance with the terms of the notice delivered by such
Holder described in clause (i) of this Section 8(d) above.

     

    9.           Conversion
at the Option of the Company.

     

    (a)           Company Conversion
Right. The Company shall have the right, at its option, to cause some or
all of the Series A Preferred Stock to be converted into shares of Common Stock
at the then-applicable Conversion Rate at any time after a Mandatory Conversion
Event.

     

    (b)           Partial Conversion.
If the Company elects to cause less than all the shares of the Series A
Preferred Stock to be converted under clause (a) above, the Conversion Agent
shall select the Series A Preferred Stock to be converted on a pro rata
basis.

     

    (c)           Conversion Procedure.
In order to exercise the conversion right described in this Section 9, the
Company shall provide notice of such conversion to each Holder (such notice, a
“Notice of Conversion at the Option of the Company”). The Conversion Date shall
be a date selected by the Company (the “Conversion at the Option of the Company
Date”) and shall be no more than 20 days after the date on which the Company
provides such Notice of Conversion at the Option of the Company. In addition to
any information required by applicable law or regulation, the Notice of
Conversion at the Option of the Company shall state, as
appropriate:

     

    (i)           the
Conversion at the Option of the Company Date;

     

    (ii)          the
aggregate number of shares of Series A Preferred Stock to be converted;
and

     


    
      
         


      

      
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    (iii)         the
number of shares of Common Stock to be issued upon conversion of each share of
Series A Preferred Stock and, if fewer than all the shares of Series A Preferred
Stock of a Holder are to be converted, the number of such shares to be
converted.

     

    10.           Anti-Dilution
Adjustments.

     

    (a)           General. If the
Company at any time after the effective date hereof subdivides (by any stock
split, stock dividend, recapitalization or otherwise) its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced and the
number of shares of Common Stock obtainable upon exercise of the Series A
Preferred Stock will be proportionately increased. If the Company at any time
after the effective date hereof combines (by combination, reverse stock split or
otherwise) its outstanding shares of Common Stock into a smaller number of
shares, the Conversion Price in effect immediately prior to such combination
will be proportionately increased and the number of shares of Common Stock
obtainable upon exercise of the Series A Preferred Stock will be proportionately
decreased.

     

    (b)           No Fractional Shares.
No fractional shares of Common Stock will be issued to holders of the Series A
Preferred Stock upon conversion. In lieu of fractional shares otherwise
issuable, holders will be entitled to receive an amount in cash equal to the
fraction of a share of Common Stock, calculated on an aggregate basis in respect
of the shares of Series A Preferred Stock being converted, multiplied by the
Closing Price of the Common Stock on the Trading Day immediately preceding the
applicable Conversion Date.

     

    11.           Voting Rights.

     

    (a)           General.  The
Holders shall not be entitled to vote on any matter except as set forth below in
subparagraph (b) of this Section, Section 12, or as otherwise required by
Michigan law.

     

    (b)           Preferred Stock
Directors.  Whenever, at any time or times, dividends payable
on the shares of Series A Preferred Stock have not been paid for an aggregate of
four quarterly Dividend Periods or more, whether or not consecutive, the
authorized number of directors of the Company shall automatically be increased
by two and the Holders of a majority of the number of shares of Series A
Preferred Stock at the time outstanding, voting separately as a class, shall
have the right to elect two directors (hereinafter the “Preferred Directors”
and each a “Preferred
Director”) to fill such newly created directorships at the Company’s next
annual meeting of stockholders (or at a special meeting called for that purpose
prior to such next annual meeting) and at each subsequent annual meeting of
stockholders until such time as the Company has declared and paid dividends on
all outstanding shares of Series A Preferred Stock for four consecutive Dividend
Periods at which time such right shall terminate with respect to the Series A
Preferred Stock; provided
that it shall be a qualification for election for any Preferred Director
that the election of such Preferred Director shall not cause the Company to
violate any corporate governance requirements of any securities exchange or
other trading facility on which securities of the Company may then be listed or
traded that listed or traded companies must have a majority of independent
directors.  Upon any termination of the right of the Holders of shares
of Series A Preferred Stock to elect directors, the Preferred Directors shall
cease to be qualified as directors, the term of office of all Preferred
Directors then in office shall terminate immediately

     


    
      
         


      

      
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    and the
authorized number of directors shall be reduced by the number of Preferred
Directors elected pursuant hereto. Any Preferred Director may be removed at any
time, with or without cause, and any vacancy created thereby may be filled, only
by the affirmative vote of the Holders a majority of the shares of Series A
Preferred Stock at the time outstanding voting separately as a class, to the
extent the voting rights of such holders described above are then exercisable.
If the office of any Preferred Director becomes vacant for any reason other than
removal from office as aforesaid, the remaining Preferred Director may choose a
successor who shall hold office for the unexpired term in respect of which such
vacancy occurred.

     

    12.           Consents. Except as otherwise
required by applicable law, the consent of the Holders of a majority of the
number of shares of Series A Preferred Stock at the time outstanding, given in
person or by proxy, either in writing or by vote, at a special or annual
meeting, voting or consenting as a separate class, shall be necessary to: (i)
enter any agreement, contract or understanding or otherwise incur any obligation
which by its terms would violate or be in conflict in any material respect with
the rights or preferences of the Series A Preferred Stock designated hereunder;
(ii) amend the Articles of Incorporation or Bylaws of the Company, if such
amendment would alter or change the powers, preferences or special rights of the
holders of the Series A Preferred Stock so as to affect them adversely; or (iii)
amend or waive any provision of these Designations. Notwithstanding anything in
these Designations to the contrary, the consent of the Holders shall not be
necessary to authorize or issue, or obligate the Company to issue, any Senior
Stock, Parity Stock or additional Series A Preferred Stock, or right convertible
or exchangeable for Senior Stock, Parity Stock or additional Series A Preferred
Stock.

     

    13.           No Redemption. Shares of
Series A Preferred Stock shall not be redeemable at the option of either the
Company or any Holder. The Series A Preferred Stock shall be perpetual, subject
to conversion in accordance with the terms set forth herein.

     

    14.           Unissued or Reacquired Shares.
Shares of Series A Preferred Stock that have been issued and converted, redeemed
or otherwise purchased or acquired by the Company shall be retired upon their
acquisition, shall not be reissued as shares of Series A Preferred Stock and,
upon the taking of any action required by law, shall be restored to the status
of authorized but unissued shares of preferred stock without designation as to
series.

     

    15.           No Sinking Fund. Shares of
Series A Preferred Stock are not subject to the operation of a sinking
fund.

     

    16.           Reservation of Common
Stock.

     

    (a)           Sufficient Shares.
The Company shall at all times reserve and keep available out of its authorized
and unissued Common Stock or shares acquired by the Company, solely for issuance
upon the conversion of shares of Series A Preferred Stock as provided in these
Designations, free from any preemptive or other similar rights, such number of
shares of Common Stock as shall from time to time be issuable upon the
conversion of all the shares of Series A Preferred Stock then outstanding
(without giving effect to Section 7(b)). For purposes of this Section 16(a), the
number of shares of Common Stock that shall be deliverable upon the conversion
of all outstanding shares of Series A Preferred Stock shall be computed as if at
the

     


    
      
         


      

      
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    time of
computation all such outstanding shares were held by a single Holder (without
giving effect to Section 7(b)).

     

    (b)           Use of Acquired
Shares. Notwithstanding the foregoing, the Company shall be entitled to
deliver upon conversion of shares of Series A Preferred Stock, as herein
provided, shares of Common Stock acquired by the Company and held as treasury
shares (in lieu of the issuance of authorized and unissued shares of Common
Stock), so long as any such acquired shares are free and clear of all liens,
charges, security interests or encumbrances (other than liens, charges, security
interests and other encumbrances created by the Holders).

     

    (c)           Free and Clear
Delivery. All shares of Common Stock delivered upon conversion of the
Series A Preferred Stock shall, upon issuance, be duly authorized, validly
issued, fully paid and non-assessable, free and clear of all liens, claims,
security interests and other encumbrances (other than liens, charges, security
interests and other encumbrances created by the Holders).

     

    (d)           Compliance with Law.
Prior to the delivery of any securities that the Company shall be obligated to
deliver upon conversion of the Series A Preferred Stock, the Company shall use
its reasonable best efforts to comply with any federal and state laws and
regulations thereunder requiring the registration of such securities with, or
any approval of or consent to the delivery thereof by, any governmental
authority.

     

    17.           Transfer Agent, Conversion Agent,
Registrar and Paying Agent. The duly appointed Transfer Agent, Conversion
Agent, Registrar and paying agent for the Series A Preferred Stock shall be
Computershare Trust Company, N.A.. The Company may, in its sole discretion,
remove the Transfer Agent in accordance with the agreement between the Company
and the Transfer Agent; provided that the Company shall appoint a successor
transfer agent that shall accept such appointment prior to the effectiveness of
such removal. Upon any such removal or appointment, the Company shall send
notice thereof by first-class mail, postage prepaid, to the
Holders.

     

    18.           Replacement
Certificates.

     

    (a)           Mutilated, Destroyed, Stolen
and Lost Certificates. If physical certificates are issued, the Company
shall replace any mutilated certificate at the Holder’s expense upon surrender
of that certificate to the Transfer Agent. The Company shall replace any
certificate that becomes destroyed, stolen or lost at the Holder’s expense upon
delivery to the Company and the Transfer Agent of satisfactory evidence that the
certificate has been destroyed, stolen or lost, together with any indemnity and
bond that may be required by the Transfer Agent and the Company.

     

    (b)           Certificates Following
Conversion. If physical certificates are issued, the Company shall not be
required to issue any certificates representing the Series A Preferred Stock on
or after the applicable Conversion Date. In place of the delivery of a
replacement certificate following the applicable Conversion Date, the Transfer
Agent, upon delivery of the evidence and indemnity described in clause (a)
above, shall deliver the shares of Common Stock pursuant to the terms of the
Series A Preferred Stock formerly evidenced by the certificate.

     


    
      
         


      

      
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    19.           Taxes.

     

    (a)           Transfer Taxes. The
Company shall pay any and all stock transfer, documentary, stamp and similar
taxes that may be payable in respect of any issuance or delivery of shares of
Series A Preferred Stock or shares of Common Stock or other securities issued on
account of Series A Preferred Stock pursuant hereto or certificates representing
such shares or securities; provided, however, that the Company shall not be
required to pay any such tax that may be payable in respect of any transfer
involved in the issuance or delivery of shares of Series A Preferred Stock,
shares of Common Stock or other securities in a name other than that in which
the shares of Series A Preferred Stock with respect to which such shares or
other securities are issued or delivered were registered, or in respect of any
payment to any Person other than a payment to the registered holder thereof, and
shall not be required to make any such issuance, delivery or payment unless and
until the Person otherwise entitled to such issuance, delivery or payment has
paid to the Company the amount of any such tax or has established, to the
satisfaction of the Company, that such tax has been paid or is not
payable.

     

    (b)           Withholding. All
payments and distributions (or deemed distributions) on the shares of Series A
Preferred Stock (and on the shares of Common Stock received upon their
conversion) shall be subject to withholding and backup withholding of tax to the
extent required by law, subject to applicable exemptions, and amounts withheld,
if any, shall be treated as received by the Holders.

     

    20.           Notices. All notices referred
to in these Designations shall be in writing, and, unless otherwise specified
herein, all notices hereunder shall be deemed to have been given (i) upon
receipt, when delivered personally; (ii) one Business Day after deposit with an
overnight courier service; or (iii) three Business Days after the mailing
thereof if sent by registered or certified mail (unless first class mail shall
be specifically permitted for such notice under the terms of these Designations)
with postage prepaid, in each case addressed: (x) if to the Company, to its
office at 100 North Main Street, Mt. Clemens, Michigan 48046 (Attention: Chief
Financial Officer) or to the Transfer Agent at its office at P.O. Box 43010,
Providence, Rhode Island 02940 (Attention: Corporate Trust Office), or other
agent of the Company designated as permitted by these Designations, or (y) if to
any Holder, to such Holder at the address of such Holder as listed in the stock
record books of the Company (which may include the records of the Transfer
Agent), or (z) to such other address as the Company or any such Holder, as the
case may be, shall have designated by notice similarly given.

     

    


     

    [signature
page follows]


    
      
         


      

      
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    IN
WITNESS WHEREOF, Community Central Bank Corporation has caused this Certificate
to be signed by its duly authorized officer as of the 17th day of
December, 2008.

     

    
      	 
      	 
      	 /s/
      David A. Widlak 
	 
      	 
      	
              David
      A. Widlak

              President

            


    

    


     

     

     

     

     

     

     

     


    
      
         


      

      
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