Exhibit 4.3


SEMORAN
FINANCIAL CORPORATION


SHAREHOLDER WARRANT AGREEMENT


This Shareholder Warrant Agreement (“Agreement”)
is executed as of this                 
day of                        ,
2007, by Semoran Financial Corporation, a Florida corporation (“Company”),
in favor of the person whose name appears on the signature page hereof (the “Initial
Holder”), in accordance with the terms and subject to the conditions set
forth in this Agreement.


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


NOW, THEREFORE, in consideration of the foregoing and
the agreements hereinafter set forth, the receipt and sufficiency of which are
hereby acknowledged, the Company and, by acceptance of a Warrant, the 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 on the signature page hereof.  Subject to adjustment as provided in Section
11 of this Agreement, each Warrant initially shall be exercisable for one fully
paid and nonassessable share of common stock, par value $.01 per share, of the
Company (“Share”), which Warrant shall have been registered by the
Company pursuant to the certain Registration Statement on Form SB-2, which
became effective on                   ,
2007 (the “Registration Statement”). The Initial Holder 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 A
(“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 applicable
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 vice president and shall be attested by the manual, facsimile or imprinted
signature its Secretary or any assistant secretary.


3.     Term of
Warrants.


(a)      The term for the exercise of the Warrants shall begin at
9:00 a.m., Orlando, Florida, time on the one-year anniversary of the date
that The Community Bank of Central Florida, the Company’s wholly-owned
subsidiary (the “Bank”) opens for business (the “Issue Date”).
The term for the exercise of the Warrants shall expire at 5:00 p.m., 



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Orlando, Florida time on the
earlier to occur of (i) the second 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/she must exercise the Warrants granted to
him/her 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, the Bank or any of their respective officers or directors with respect
to the forfeiture. In addition, the Company shall not be liable to any Holder due
to the failure or inability of the Company to provide adequate notice to
Holder.


4.     Exercise of Warrants.  The purchase price per
Share to be paid by a Holder for Shares subject to the Warrants shall be $11.50,
subject to adjustment as set forth in Section 11 of this Agreement (the “Exercise
Price”). A Holder may exercise Warrants evidenced by a Warrant Certificate
in whole or in part at any time prior to the Expiration Time by delivering to
the secretary of the Company (i) the Warrant Certificate; (ii) a
written notice to the Company specifying the number of Shares with respect to
which Warrants are being exercised; and (iii) a check for the full amount
of the aggregate Exercise Price of the Shares being acquired.


Notwithstanding the foregoing, the Company shall not
be obligated to deliver any Shares pursuant to the exercise of any of the
Warrants and shall have no obligation to settle such Warrants exercise unless a
registration statement under the Securities Act of 1933, as amended (the “Act”)
with respect to the Shares is effective, subject to the Company’s satisfying
its obligations under Section 14 to use its best efforts. In the event
that a registration statement with respect to the Shares underlying the Warrants
is not effective under the Act, the Holder shall not be entitled to exercise the
Warrants and the Warrants may have no value and expire worthless. In no event
will the Company be required to net cash settle the exercise of the Warrants.
Warrants may not be exercised by, or securities issued to, any Holder in any
state in which such exercise would be unlawful.


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 in
which, subject to such reasonable regulations as the Company may prescribe, the
registrar and transfer 



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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.


(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 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, upon delivery of an indemnity agreement
(with or without a bond, in the discretion of the Company, reasonably
satisfactory to the Company), 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.


(b)      All Warrants shall be held and owned under the express condition that
the provisions of this Section 7 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 7,
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 7 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.



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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.


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.



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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
Holder 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.   Registration of Shares. The Company represents and warrants that it
has taken such action as is necessary to qualify for sale, in these states in
which the Warrants were issued, the Shares issuable upon exercise of the
Warrants.  The Company agrees that it
will use its best efforts to maintain the effectiveness of the Registration
Statement until the expiration of the Warrants in accordance with the
provisions of this Agreement.


15.   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 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 a Warrant shall not be effective until
received by the Company.


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


(c)      The Company shall pay when due and payable any and all federal and
state transfer taxes and charges (other 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 from any other purpose the holder of the Shares or
other 



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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 corporation action, or to receive notices of meeting or other actions
affecting shareholders.


(e)      The 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 Holder and his/her 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 of
this Agreement, or any provision herein contained, it being the intention of
the Company and the Holder 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 Holder and
for the benefit of no other person.


(f)       This Agreement constitutes the full understanding of the Company and
the Holder, 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 the 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)      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.


(h)      THIS AGREEMENT, EACH WARRANT AND EACH WARRANT
CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF FLORIDA 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 ORANGE
COUNTY, FLORIDA.



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


Number of Warrants:                               


	
  INITIAL HOLDER:

  	
   

  	
  SEMORAN
  FINANCIAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name                    Date

  	
   

  	
   

  	
   

  	
  Name               Title          Date

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
									



 



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EXHIBIT A


FORM OF SHAREHOLDER WARRANT CERTIFICATE


THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE IS SUBJECT TO THE RESTRICTIONS SPECIFIED IN THAT CERTAIN SHAREHOLDER
WARRANT AGREEMENT DATED AS OF                       ,
2007, BY SEMORAN FINANCIAL CORPORATION, A FLORIDA CORPORATION (“COMPANY”),
AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”). A COPY
OF THE FORM OF THE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL
EXECUTIVE OFFICE OF THE COMPANY DURING NORMAL BUSINESS HOURS. THE HOLDER OF
THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE
PROVISIONS OF THE AGREEMENT.


	
  No. SW-

  	
   

  	
   

  	
  Number
  of Warrants: 

  



SEMORAN FINANCIAL CORPORATION

SHAREHOLDER WARRANT CERTIFICATE


This Shareholder Warrant Certificate certifies that                                     ,
or registered assigns, is the registered holder (the “Holder”) of a warrant to
purchase the number of fully-paid and non-assessable shares of common stock,
$.01 par value of the Company (“Shares”) set forth above, at the
exercise price, subject to adjustment in certain events (“Exercise Price”),
of $11.50 per share (“Warrant”).


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


This Warrant may be exercised beginning at 9:00 am,
Orlando, Florida time on the one-year anniversary of the date that The
Community Bank of Central Florida, the Company’s wholly-owned subsidiary (the “Bank”),
opens for business until 5:00 p.m., Orlando, Florida time on the earlier
to occur of (i) the third
anniversary of the date that the 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 of the Company (i) this 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.



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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.  In this connection, it is agreed and
understood that the Company shall not be obligated to deliver any Shares
pursuant to the exercise of the Warrant and shall have no obligation to settle the
Warrant exercise unless a registration statement under the Securities Act of
1933, as amended (the “Act”) with respect to the Shares is effective, subject
to the Company’s satisfying its obligations under Section 14 of the
Agreement to use its best efforts. In the event that a registration statement
with respect to the Shares underlying the Warrant is not effective under the
Act, the Holder shall not be entitled to exercise the Warrant and the Warrant
may have no value and expire worthless. In no event will the Company be
required to net cash settle the exercise of the Warrant. The Warrant may not be
exercised by, or securities issued to, the Holder in a state in which such
exercise would be unlawful.


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 



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to the exercise of this
Warrant shall not be effective until received by the Company.



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


Dated as of the       day of                  ,
2007.


	
   

  	
  SEMORAN FINANCIAL CORPORATION 

  a Florida corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name                          Title                    Date

  



 


	
  [SEAL]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Name

  	
   

  	
  Title

  	
   

  	
  Date

  
						



 



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