Exhibit
4.4


SEMORAN
FINANCIAL CORPORATION


ORGANIZER
WARRANT AGREEMENT


This Organizer Warrant
Agreement (this “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, the Initial Holder
has undertaken a substantial financial risk in connection with the organization
of the Company and the Community Bank of Central Florida, the Company’s
wholly-owned subsidiary (the “Bank”) through direct cash advances made
to the Company and guaranties made on behalf of and for the benefit of the
Company, and agreeing to serve as a director of the Company and the Bank; and


WHEREAS, in recognition of his/her
efforts in organizing the Company and the Bank and the financial risks
undertaken, the Company desires to grant to the Initial Holder 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 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 and beside his/her
name on Exhibit A. 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 Warrants
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 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 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 date the Bank opens for business (the “Issue
Date”). The term for the exercise of the Warrants shall expire at 5:00 p.m.,
Orlando, Florida time on the earlier to occur of (i) the tenth anniversary
of the date the Bank opens for business, 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 the Warrants. Upon
receipt of such notice from the Regulator, the Company shall promptly notify
each Holder that he/she must exercise the Warrants held by 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 $10.00, subject to adjustment as set forth in Section 11
of this Agreement (the “Exercise Price”).  A Holder may exercise the 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 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.


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.


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
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.


Number of Warrants:                             


 


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


	
   INITIAL HOLDER:

  	
   

  	
  SEMORAN FINANCIAL CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name

  	
   Date

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 












EXHIBIT A 


LIST OF INITIAL HOLDERS


	
  Name

  	
   

  	
  Address

  	
   

  	
  Warrants

  
	
                 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                 

  	
   

  	
   

  	
   

  	
   

  



 












EXHIBIT B 


FORM OF ORGANIZER WARRANT CERTIFICATE


THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE IS SUBJECT TO THE RESTRICTIONS SPECIFIED IN THAT CERTAIN ORGANIZER WARRANT
AGREEMENT DATED AS OF                        ,
2007, BY SEMORAN FINANCIAL CORPORATION, A FLORIDA CORPORATION (“COMPANY”),
(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. OW-

  	
  Number of Warrants:

  



 


SEMORAN FINANCIAL CORPORATION


ORGANIZER WARRANT CERTIFICATE


This Organizer 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, $.01 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 be exercised from 9:00 a.m.,
Orlando, Florida, time on the one-year anniversary date the Bank opens for
business until 5:00 p.m., Orlando, Florida time, on the earlier to occur
of (i) the tenth anniversary of the date that the Community Bank of
Central Florida, the Company’s wholly-owned subsidiary (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.


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












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


Dated as the        
day of             ,
2007.


	
   

  	
  SEMORAN FINANCIAL CORPORATION

  
	
   

  	
  a Florida
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  	
  Title

  	
  Date

  
							



[SEAL]


	
  Attest:

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Name               Title          Date